S-4

As filed with the Securities and Exchange Commission on June 13, 2007

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Harland Clarke Holdings Corp.
(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)			2780 (Primary Standard Industrial Classification Code Number)			84-1696500 (IRS Employer Identification No.)

2939 Miller Road
Decatur, GA 30035
(770) 981-9460

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

Barry F. Schwartz, Esq.
President and Chief Executive Officer
Harland Clarke Holdings Corp.
35 East 62^nd Street
New York, New York 10021
(212) 572-8600

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

Copies to:

Lawrence G. Wee, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
212-373-3000

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

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, please 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 share			Proposed maximum aggregate offering price (1)						Amount of registration fee (2)
Senior Floating Rate Notes due 2015				$	305,000,000				100%				$	305,000,000					$	9,364
9.50% Senior Fixed Rate Notes due 2015				$	310,000,000				100%				$	310,000,000					$	9,517
Guarantees of the Notes			N/A						N/A			N/A						N/A (3)

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) of the Securities Act of 1933.

(2) The registration fee has been calculated pursuant to Rule 457(f) under the Securities Act of 1933.

(3) No additional consideration is being received for the guarantees, and, therefore no additional fee is required.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant 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(1)			State or Other Jurisdiction of Incorporation or Organization			Primary Standard Industrial Classification Code Number						IRS Employer Identification Number
B2Direct, Inc.			Delaware					2780						74-2977833
Centralia Holding Corp.			Georgia					2780						58-1980290
Checks in the Mail, Inc.			Delaware					2780						51-0348071
Clarke American Checks, Inc.			Delaware					2780						74-2619107
Harland Checks and Services, Inc.			Georgia					2780						58-2191143
Harland Clarke Corp.			Delaware					2780						58-0278260
Harland Financial Solutions, Inc.			Oregon					7374						93-0704365
HFS Core Systems, Inc.			Delaware					7374						94-2746681
HFS Scantron Holdings Corp.			New York					2732						26-0223054
John H. Harland Company of Puerto Rico			Georgia					2780						58-1143611
Scantron Corporation			Delaware					2732						95-2767912

The address of each of the additional registrants is c/o Harland Clarke Holdings Corp., 2939 Miller Road, Decatur, GA 30035.

(1) Each of the additional registrants are co-issuers and guarantors of the exchange notes, except for Centralia Holding Corp., HFS Scantron Holdings Corp. and John H. Harland Company of Puerto Rico, which are only guarantors.

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 preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED June 13, 2007

PROSPECTUS

Harland Clarke Holdings Corp.

Exchange Offer for
$305,000,000 Senior Floating Rate Notes due 2015
$310,000,000 9.50% Senior Fixed Rate Notes due 2015

The Notes and the Guarantees

•

We are offering to exchange $305,000,000 aggregate principal amount of our outstanding Senior Floating Rate Notes due 2015, which were issued on May 1, 2007 (the ‘‘initial floating rate notes’’) for a like aggregate principal amount of our registered Senior Floating Rate Notes due 2015 (the ‘‘exchange floating rate notes’’). We are also offering to exchange $310,000,000 of our outstanding 9.50% Senior Fixed Rate Notes due 2015, which were issued on May 1, 2007 (the ‘‘initial fixed rate notes’’) for a like aggregate principal amount of our registered 9.50% Senior Fixed Rate Notes due 2015 (the ‘‘exchange fixed rate notes’’). We refer to the initial floating rate notes and the exchange floating notes, collectively, as the floating rate notes. We refer to the initial fixed rate notes and the exchange fixed rate notes, collectively, as the fixed rate notes. We refer to the initial floating rate notes and the initial fixed rate notes, collectively, as the initial notes, and to the exchange floating rate notes and the exchange fixed rate notes, collectively, as the exchange notes. The initial notes were issued, and the exchange notes will be issued under, an indenture dated as of May 1, 2007.

•	The exchange notes will mature on May 15, 2015. We will pay interest on the exchange floating rate notes at a floating rate equal to the Applicable LIBOR Rate (as defined) plus 4.75% on each February 15, May 15, August 15, and November 15, commencing August 15, 2007. We will pay interest on the exchange fixed rate notes on each May 15 and November 15, commencing November 15, 2007.

•	The exchange notes are co-issued by most of our domestic subsidiaries. In addition, the exchange notes are guaranteed on a senior unsecured basis by all of our domestic subsidiaries.

•

The exchange notes will be our and our guarantors’ senior unsecured obligations and will rank equally in right of payment with all of our and the guarantors’ existing and future senior unsecured indebtedness, and senior to all of our and the guarantors’ existing and future subordinated indebtedness. The exchange notes and the guarantees will be effectively subordinated to all of our, and the guarantors’ existing and future secured indebtedness, including our senior secured credit facilities, to the extent of the value of the collateral securing the secured obligations.

Terms of the exchange offer

•	It will expire at 5:00 p.m., New York City time, on                 2007, unless we extend it.

•	If all the conditions to this exchange offer are satisfied, we will exchange all of the initial notes that are validly tendered and not withdrawn for new notes, which we refer to as the exchange notes.

•	You may withdraw your tender of initial notes at any time before the expiration of this exchange offer.

•	The exchange notes that we will issue you in exchange for your initial notes will be substantially identical to your initial notes except that, unlike your initial notes, the exchange notes will have no transfer restrictions or registration rights.

•	The exchange notes that we will issue you in exchange for your initial notes are new securities with no established market for trading.

Before participating in this exchange offer, please refer to the section in this prospectus entitled ‘‘Risk Factors’’ commencing on page 22.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                 , 2007

TABLE OF CONTENTS

			Page
Trademarks					i
Market and Industry Data					i
Prospectus Summary					1
Risk Factors					22
Special Note Regarding Forward Looking Statements					38
Use of Proceeds					40
Capitalization					41
Unaudited Pro Forma Condensed Consolidated Financial Information					42
Selected Historical Consolidated Financial and Operating Data					51
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clarke American					54
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Harland					78
Business					97
Management					112
Certain Relationships and Related Transactions					125
Principal Stockholders					127
Description of Other Indebtedness					128
The Exchange Offer					130
Description of Notes					139
Certain United States Federal Tax Considerations					203
Plan of Distribution					208
Legal Matters					208
Experts					209
Where You Can Find More Information					209
Index to Consolidated Financial Statements and Financial Statement Schedules					F-1

Trademarks

We have proprietary rights to a number of registered and unregistered trademarks and service marks that we believe are important to our business, including but not limited to Harland Clarke^®, Clarke American^®, Alcott Routon^®, Harland^®, Scantron^®, CreditQuest^®, Interlinq^®, Touché^®, B²Direct^TM, Checks in the Mail^®, LaserPro^® and ParSYSTEM^TM. We have omitted the ‘‘^®’’, ‘‘^TM’’ and ‘‘^SM’’ designations for these and other trademarks and service marks used in this prospectus. Nevertheless, all rights to such trademarks and service marks are reserve d.

Market and Industry Data

Some of the market and industry data contained in this prospectus are based on independent industry publications or other publicly available information, while other information is based on internal studies. Although we believe that these independent sources and our internal data are reliable as of their respective dates, the information contained in them has not been independently verified. As a result, you should be aware that the market and industry data contained in this prospectus, and beliefs and estimates based on such data, may not be reliable.

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Prospectus Summary

The following summary highlights basic information about us and this exchange offer. It may not contain all of the information that is important to you. For a more comprehensive understanding of our business and the exchange offer, you should read this entire prospectus, including ‘‘Risk Factors’’ and our historical and pro forma financial statements and the accompanying notes to those statements. Certain statements in this summary are forward looking statements. See ‘‘Special Note Regarding Forward Looking Statements.’’ In this prospectus, if a measurement is ‘‘on a pro forma basis,’’ unless otherwise stated, that measurement is on a pro forma basis, giving effect to our acquisition of John H. Harland Company and the related financing transactions, and the other adjustments referred to in the introduction to ‘‘Unaudited Pro Forma Condensed Consolidated Financial Information.’’

In this prospectus, unless the context otherwise requires, ‘‘Acquisition’’ refers to the acquisition by Clarke American Corp. of John H. Harland Company on May 1, 2007, ‘‘Transactions’’ refers to the Acquisition and the related financing transactions and application of the proceeds from these financing transactions as set forth in ‘‘Use of Proceeds’’, ‘‘Clarke American’’ refers to Clarke American Corp. and its subsidiaries prior to completion of the Transactions, and ‘‘Harland’’ refers to John H. Harland Company and its subsidiaries prior to completion of the Transactions. After the completion of the Transactions, Clarke American Corp. was renamed ‘‘Harland Clarke Holdings Corp.’’ and John H. Harland Company was renamed ‘‘Harland Clarke Corp.’’ Unl ess the context otherwise requires, ‘‘we,’’ ‘‘us,’’ ‘‘our’’ or ‘‘Company’’ refers to Harland Clarke Holdings Corp. and its subsidiaries following completion of the Transactions.

Our Company

We are a leading provider of printed products, software and services, and testing and assessment solutions. We have three segments: Harland Clarke, Harland Financial Solutions, which we refer to as ‘‘HFS,’’ and Scantron. Harland Clarke is a leading provider of checks and related products, direct marketing and contact center services to financial and commercial institutions as well as individual consumers and small businesses. HFS is a leading lending and mortgage compliance software provider in the United States. Scantron is a leading provider of educational testing and survey technologies to educational institutions and Fortune 1000 organizations in the United States. We serve approximately 15,000 financial and commercial institutions through Harland Clarke, approximately 28,000 clients through HFS, and over 21,000 educational and commercial clients through Scantron. For the fiscal year ended December 31, 2006, on a pro forma b asis for the Transactions, we fulfilled over 110 million check units, provided software solutions to approximately 39% of all financial institutions in the United States and sold testing or data collection solutions to public high schools, colleges and universities representing approximately 64% of the U.S. student population.

For the fiscal year ended December 31, 2006, on a pro forma basis, we generated $1,674.1 million of revenue, $8.2 million of income from continuing operations and $381.0 million of EBITDA. For a reconciliation of EBITDA to income from operations and a discussion of other items that may be considered in addition to EBITDA, please see ‘‘Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial Data—Clarke American’s Summary Historical and Pro Forma Consolidated Financial Data.’’ Of the $1,674.1 million in revenue, approximately 80% is derived from long-term contracts. The following table shows our revenue by business line for fiscal year 2006, on a pro forma basis for the Transactions:

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We believe that the combination of Clarke American and Harland businesses will create numerous strategic benefits including:

	•	Diversified business and products;

	•	Diversified client relationships with long-term contracts;

	•	Significant cost savings;

	•	Complementary platforms;

	•	‘‘Best-in-class’’ people and processes; and

	•	Strong free cash flow generation.

Harland Clarke offers checks and related products, forms and treasury supplies, and related delivery and fraud prevention services. It also provides specialized direct marketing and contact center services to its financial and commercial institution clients. Harland Clarke’s direct marketing offerings include turnkey direct marketing solutions, onboarding, Alcott Routon solutions, checkbook messaging and e-mail marketing. Through the contact centers, Harland Clarke provides financial institutions with both inbound and outbound support for its clients, including sales and ordering services for checks and related products and services, customer care and banking support, and marketing services. Harland Clarke has more than 20 million annual direct customer contacts through its contact centers and websites, which enables it to up-sell and cross-sell higher value checks and related products and services as well as deliver marketing messages and customer se rvice support on behalf of financial institutions. Harland Clarke’s focus on these areas has helped it grow its revenues at a compound annual growth rate of approximately 2.7% from the year ended December 31, 2000 through the year ended December 31, 2006. Management believes Harland Clarke is a ‘‘best-in-class’’ provider of outsourced services to financial and commercial institutions as well as high quality products and services to the end-consumer.

HFS provides products and services including lending and mortgage origination and servicing applications, business intelligence solutions, customer relationship management software, branch automation solutions and core processing systems and services, principally targeted to community banks and credit unions. Management believes that the HFS division enjoys a leading market position in lending and mortgage compliance software, business intelligence/customer relationship management, or ‘‘CRM’’, software for community banks and credit unions, and branch automation software. Approximately 70% of HFS’s revenues are recurring revenues. Through strategic acquisitions, HFS has built a full suite of software products to service community banks and credit institutions, has grown revenues from $174.1 million for the fiscal year ended December 31, 2002 to $324.6 million for the fiscal year ended December 31, 2006, and has i ncreased software clients from 6,200 to 8,400 for the respective periods.

Scantron provides testing and assessment solutions to schools in North America, offers specialized data collection solutions to educational and commercial institutions and collects and manages survey

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information for a wide variety of Fortune 1000 organizations. Scantron’s products and services include scannable forms, scanning equipment, survey services and testing software and related services. Scantron benefits from high recurring revenue as its installed base of over 38,000 scanners generates consistent revenue from repeat orders of compatible forms. Management believes the growth in the Scantron business will primarily be generated by testing software and related services, and survey software and related services, while Scantron forms and scanners will continue to provide a stable base of revenue.

Our Competitive Strengths

Diversified Business and Products.    We believe the combination of Clarke American and Harland creates a ‘‘best-in-class’’ provider of checks and related products and services, direct marketing and contact center services, financial institution software and services, and testing and assessment solutions. The combined platform gives us the opportunity to sell a wider array of products and services to a significantly broader base of financial, educational and commercial institutions. We believe we are well-positioned to quickly respond to financial institution demand for outsourcing services, the growth of alternative payment systems, continued expansion in the financial institution technology market and the migration to electronic testing and assessment platforms.

Diversified Client Relationships with Long-Term Contracts.    We have long-term contracts and are the sole provider of checks to virtually all of our financial institution clients. The majority of Harland Clarke contracts with financial institutions generally have terms ranging from three to five years, resulting in stable and predictable revenue and cash flow. Approximately 85% of Harland Clarke’s and 70% of HFS’s business operate under long-term contracts. The relationship with Bank of America, our largest client, spans more than 35 years, and we have been serving each of our existing ten largest clients for approximately 13 years on average. In addition, our ten largest clients accounted for approximately 26% of 2006 sales on a pro forma basis for the Transactions, demonstrating the diversity of our relationships.

Reputation for High Quality Standards and Security.    We have a commitment to quality, earning us a reputation with our clients as an industry leader on quality, service and security. Clarke American’s commitment to achieving superior performance was validated by the U.S. Department of Commerce when Clarke American received the 2001 Malcolm Baldrige National award. We are also dedicated to protecting our clients’ privacy and handling information in a secure and confidential manner. We currently incorporate a variety of measures based on the standards of security identified by the International Standards Organization and are registered with ‘‘Verisign’’, ‘‘Cybertrust’’, ‘‘Check Payment Systems Association’’ as well as the ‘‘Accredited Standards Committee X 9.’’

Successful Track Record of Continuous Cost Saving.    Both Clarke American and Harland have historically been successful in reducing costs by consolidating facilities, negotiating procurement savings and reducing corporate overhead expenses. From the fiscal year ended December 31, 2003 through the fiscal year ended December 31, 2006, Clarke American alone achieved over $20 million, on average, in annual and recurring cost savings. At the same time, it maintained quality, service and client and customer satisfaction. We expect to continue to drive cost savings through a strategic plan which includes technology and process improvements designed to reduce fixed costs as well as procurement initiatives. In addition, we believe that our historical experience in driving cost reductions will help enable us to deliver the cost savings planned in connection with the Transactions.

Leading Provider of Financial Software and Services to Financial Institutions.    HFS is a leading provider of mortgage origination software and compliance software. HFS provides mission-critical back-office solutions, including core processing, item processing and payments software and services. In addition, HFS provides front-office solutions, including CRM, branch automation, self-service and lending solutions. The primary markets served include banks, credit unions, thrifts and mortgage companies. HFS’s client relationships are generally stable and long-term due to the complexity and cost associated with switching providers. Consequently, approximately 70% of HFS revenue is under long-term contracts and is recurring in nature.

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Leading Market Position in Educational Testing and Assessment.    Scantron is a leading provider of classroom-based testing. As of December 31, 2006, public high schools, colleges and universities representing approximately 80% of the enrolled students in the United States used at least one Scantron product and Scantron currently has an installed base of over 38,000 scanners. During 2006, Scantron improved its client penetration with software-enabled testing and survey products in the education and commercial markets.

Strong Free Cash Flow Generation.    Our strong operating results and historically low capital expenditure and working capital requirements are key drivers of our strong cash flow generation. From the fiscal year ended December 31, 2004 to the fiscal year ended December 31, 2006, our capital expenditures averaged 2.7% of our pro forma revenue. Management expects that our facilities will require a similar level of capital expenditures in the future.

Strong and Experienced Management.    We have attracted and retained an exceptionally talented and complementary executive management team. Our management team has a proven successful track record of merging operations, integrating acquired assets and companies and operating in leveraged environments.

Our Business Strategy

The primary components of our strategy are to:

	•	Cross-sell between Business Segments.    We are well-positioned to effectively cross-sell a variety of printed products, software, and testing and assessment offerings between segments. For example, HFS’s strong CRM technology solutions provide an excellent foundation to promote the analytics-driven direct marketing campaigns of Harland Clarke. In addition, Scantron’s survey services are a valuable addition to our analytics-oriented offerings in both Harland Clarke and HFS. Our integrated service offerings, including check programs, direct marketing and core processing software, provide our clients an efficient and turnkey solutio n to meeting the needs of their customers.

	•	Capitalize on Complementary Offerings across Harland Clarke’s Client Base.    We intend to drive growth by promoting our combined suite of offerings to the expanded client base of Harland Clarke. The combined offerings include a broader selection of premium check designs, expanded security and fraud prevention services and a more comprehensive suite of direct marketing and contact center services.

	•	Cross-Sell Software Products into our Combined Client Base.    HFS plans to continue its strong focus on cross-selling, both within the existing software customer base as well as within the customer base of Harland Clarke. The combination of Clarke American and Harland has opened up new customer relationships to further expand the potential cross-sell opportunities. The core processing customer relationships of HFS provide a particularly strong base from which to cross-sell additional products and services. An August 2006 study by IDC, an independent industry research organization, projects that technology spending in the overall banking industry will continue to increase, which provides an opportunity for sustained growth of the HFS division.

	•	Continue Focusing on Software-Enabled Testing and Assessment Products while Expanding the Offering of Survey Services to Financial Institutions.    We will seek to continue to penetrate the education market with Scantron’s software-enabled testing and assessment platforms. These platforms are designed to accept input from paper and pencil testing, which we believe will support additional sales of forms and scanners. In addition to its testing and assessment platforms, Scantron is seeking to expand its offerings of banking customer surveys to provide a value-added solution to financial institution clients. By focusing on cross-selling op portunities through client relationships created by the other segments, we will also seek to expand Scantron’s market penetration.

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	•	Continue to Reduce Costs and Generate Strong Cash Flow.    We have a culture of cost discipline and have proved successful at achieving significant cost reductions. We will continue to focus on cash flow generation through increasing our revenues, maintaining low working capital and capital expenditure requirements and reducing costs. Management expects to achieve significant cost savings as a result of the Acquisition, through facilities consolidations, reduction of duplicated SG&A functions and shared services. We expect that these actions will generate improved free cash flow.

Cost Savings

Having completed the Acquisition, we are focused on improving operating margins by reducing selling, general and administrative expenses, shared services costs and cost of sales, especially in Harland Clarke, where historical Clarke American and Harland had closely aligned capabilities and operations. We expect to achieve a total of $106.4 million in cost savings on a run-rate basis within 18 months and $112.6 million on a run-rate basis within 24 months after the closing of the Transactions. Our planned initiatives include:

	•	Cost of Sales.    As of May 1, 2007, Harland Clarke operated 21 printing facilities and 12 contact centers. We expect to achieve approximately $12.9 million in cost savings through seven facility consolidations. Management also expects to realize procurement savings of approximately $9.8 million and to achieve approximately $2.6 million in other cost reductions at HFS through facility consolidation.

	•	Selling, General & Administrative.    We expect to achieve approximately $64.6 million in SG&A synergies in Harland Clarke, driven by workforce rationalization in sales and marketing, information technology, production support, finance, human resources and other support functions. Our proposed reduction in SG&A will also be driven by the consolidation of duplicative activities and functions.

	•	Shared Services.    The duplication of certain executive, finance, human resources, and legal functions providing support to each of the business segments arises from the combination of the Clarke America and Harland businesses. We estimate that the elimination of duplicative functions will result in approximately $22.7 million in shared services synergies. In addition to the consolidation of shared services functions, we plan to consolidate certain redundant outsourcing and other professional services, such as consulting.

We expect to spend approximately $64.8 million to achieve the above outlined synergies. The cost to achieve these synergies may be funded in part from a portion of the proceeds of the financing transactions (as described in ‘‘The Transactions’’) and from available cash.

Our Industry

Our business units operate in various industries that can be broadly characterized as financial institution outsourcing services, payment services, software and IT services and testing and assessment services.

Financial Institution Outsourcing Services.    The financial institution outsourcing services industry is highly competitive and fragmented with quality and breadth of service offerings and strength of client relationships among the key competitive factors. Within this category, we compete with large outsourcing services providers that offer a wide variety of services including those that compete with our primary offerings—specifically payment services, technological solutions, marketing services, and teleservices. There are also other competitors that specialize in providing one or more of these services.

Because of the fragmented nature of the financial institution outsourcing services industry, management believes that there are few companies that offer the breadth of software-related offerings provided by HFS. There are other competitors that offer one or more specialized products and services that compete with certain of HFS’s software-related offerings.

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Payment Services.    Management believes that the number of checks printed is driven by the number of checks written, the number of new checking accounts opened and reorders reflecting changes in consumers’ personal situations, such as name or address changes. According to the Federal Reserve study in 2004 (the most recent Federal Reserve study available), checks were still the single most popular form of non-cash payments, representing 45% of total non-cash payments, with approximately 37 billion checks written annually. According to Global Concepts, Inc., checks written in the United States have declined at a 4% CAGR from 2000 to 2003 and are expected to decline at a 3.7% CAGR from 2004 through 2009.

Software and IT Services.    Global bank software and IT services spending is projected to grow at a CAGR of 6.6% through 2010, according to an August 2006 IDC study. Based on the same research, 2007 spending is estimated to be $95 billion. Despite the fragmented nature of the competitive environment and many competitors with many different products, HFS plans to continue to gain market share due to the depth and breadth of its integrated product solutions.

Technology Based Testing.    There are over 48.7 million students in over 91,000 public schools and over 5.2 million students in over 22,000 non-public schools throughout the United States. The market for educational suppliers is $21.9 billion annually. The market for K-12 assessment has a projected CAGR of 14% from 2005 through 2007. Reinforcing this growth is the No Child Left Behind Act of 2002, or ‘‘NCLB’’, which mandated periodic testing of students in reading, math, and language arts. Beginning in 2007, NCLB adds a requirement to test science as part of graduation requirements. In addition, the student population for English-language learners is growing and is expected to continue to grow at approximately 10% for the next decade. Management believes this change in demographic will drive demand for testing products in the K-12 market.

The Transactions

The Acquisition.    On December 20, 2006, our parent company, M & F Worldwide, announced that it had entered into an Agreement and Plan of Merger, dated as of December 19, 2006, with John H. Harland Company, under which a wholly owned subsidiary of M & F Worldwide would merge with and into Harland, with Harland continuing after the merger as the surviving corporation and as a wholly owned subsidiary of Clarke American. The Acquisition was completed on May 1, 2007. The cash consideration paid in the merger was $52.75 per share, or approximately $1,423.0 million in the aggregate for the outstanding equity of Harland. Subsequent to the completion of the Acquisition,  Clarke American Corp. was renamed ‘‘Harland Clarke Holdings Corp.’’

The Financing Transactions.    In connection with the Acquisition:

	•	We issued the initial notes;

	•	We entered into a $1,800.0 million senior secured term loan and a $100.0 million revolving credit facility, which we refer to as our ‘‘senior secured credit facilities’’; and

	•	On April 5, 2007, we commenced a tender offer and consent solicitation to repurchase any and all of the $175.0 million in aggregate principal amount of Clarke American’s then outstanding 11¾% Senior Notes due 2013, which we refer to as the ‘‘2013 notes.’’ The tender offer expired on May 3, 2007, and approximately 99.9% of the 2013 notes had been validly tendered and accepted for purchase at the price of $1,213.44 per $1,000 principal amount at maturity plus accrued and unpaid interest to the purchase date. We redeemed the untendered notes on June 4, 2007 at a price of $1,183.10 per $1,000 principal amount at maturity plus accrued and unpaid interest to that date.

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M & F Worldwide Corp.

M & F Worldwide Corp. is a holding company that has four business lines, which are operated by Mafco Worldwide Corporation and Harland Clarke Holdings Corp. Mafco Worldwide’s business produces licorice products for sale to the tobacco, food, pharmaceutical and confectionery industries. As of May 31, 2007, MacAndrews & Forbes Holdings Inc., directly and through its sole stockholder Ronald O. Perelman, also a member of M & F Worldwide’s Board of Directors, beneficially owned approximately 38% of the outstanding common stock of M & F Worldwide.

Organizational Structure

Subsequent to the completion of the Acquisition, we changed our name to ‘‘Harland Clarke Holdings Corp.’’ and reorganized our business and corporate structure along three business segments, Harland Clarke (which consists of the combined check and related products business of Clarke American and Harland), HFS and Scantron. We refer to this reorganization as the ‘‘Post-Acquisition Corporate Reorganization.’’ In connection with the Post-Acquisition Corporate Reorganization, we appointed Barry F. Schwartz as our President and Chief Executive Officer, Paul G. Savas as our Executive Vice President and Chief Financial Officer, Charles T. Dawson as the President and Chief Executive Officer of Harland Clarke, John O’Malley as the President and Chief Executive Officer of HFS and Jeffrey D. Heggedahl as the President and Chief Executive Officer of Scantron.

The chart below summarizes our organizational structure following the Post-Acquisition Corporate Reorganization. All of the direct and indirect wholly owned domestic subsidiaries of Harland Clarke Holdings Corp., other than Centralia Holding Corp., HFS Scantron Holdings Corp. and John H. Harland Company of Puerto Rico, co-issued the initial notes and will co-issue the exchange notes. All of the direct and indirect wholly owned domestic subsidiaries of Harland Clarke Holdings Corp. guarantee the initial notes and will guarantee the exchange notes. These subsidiaries serve as co-borrowers and guarantors under the senior secured credit facilities.

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Corporate Information

Our principal executive offices are located at 2939 Miller Road, Decatur, GA 30035. Our telephone number is (770) 981-9460. Harland Clarke Holdings Corp. (formerly known as ‘‘Clarke American Corp.’’) was formed in December 2005 under the laws of the State of Delaware. M & F Worldwide’s web address is www.mandfworldwide.com. M & F Worldwide’s website and the information contained in its website are not part of this prospectus.

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Summary of the Exchange Offer

We are offering to exchange $305,000,000 aggregate principal amount of our exchange floating rate notes for a like aggregate principal amount at maturity of our initial floating rate notes and $310,000,000 aggregate principal amount of our exchange fixed rate notes for a like aggregate principal amount at maturity of our initial fixed rate notes. In order to exchange your initial notes, you must properly tender them and we must accept your tender. We will exchange all outstanding initial notes that are validly tendered and not validly withdrawn.

Exchange Offer		We will exchange $305,000,000 aggregate principal amount of our exchange floating rate notes for a like aggregate principal amount at maturity of our initial floating rate notes and $310,000,000 aggregate principal amount of our exchange fixed rate notes for a like aggregate principal amount at maturity of our initial fixed rate notes.

Expiration Date		This exchange offer will expire at 5:00 p.m., New York City time, on                        , 2007, unless we decide to extend it.

Conditions to the Exchange Offer		We will complete this exchange offer only if:

		•	there is no change in the laws and regulations which would impair our ability to proceed with this exchange offer,

		•	there is no change in the current interpretation of the staff of the Commission which permits resales of the exchange notes,

		•	there is no stop order issued by the Commission which would suspend the effectiveness of the registration statement which includes this prospectus or the qualification of the exchange notes under the Trust Indenture Act of 1939,

		•	there is no litigation or threatened litigation which would impair our ability to proceed with this exchange offer, and

		•	we obtain all the governmental approvals we deem necessary to complete this exchange offer.

		Please refer to the section in this prospectus entitled ‘‘The Exchange Offer—Conditions to the Exchange Offer.’’

Procedures for Tendering Initial Notes		To participate in this exchange offer, you must complete, sign and date the letter of transmittal or its facsimile and transmit it, together with your initial notes to be exchanged and all other documents required by the letter of transmittal, to Wells Fargo Bank, N.A., as exchange agent, at its address indicated under ‘‘The Exchange Offer —Exchange Agent.’’ In the alternative, you can tender your initial notes by book-entry delivery following the procedures described in this prospectus. For more information on tendering your notes, please refer to the section in this prospectus entitled ‘‘The Exchange Offer—Procedures for Tendering Initial Notes.’’

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Special Procedures for Beneficial Owners		If you are a beneficial owner of initial notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your initial notes in the exchange offer, you should contact the registered holder promptly and instruct that person to tender on your behalf.

Guaranteed Delivery Procedures		If you wish to tender your initial notes and you cannot get the required documents to the exchange agent on time, you may tender your initial notes by using the guaranteed delivery procedures described under the section of this prospectus entitled ‘‘The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure.’’

Withdrawal Rights		You may withdraw the tender of your initial notes at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer. To withdraw, you must send a written or facsimile transmission notice of withdrawal to the exchange agent at its address indicated under ‘‘The Exchange Offer—Exchange Agent’’ before 5:00 p.m., New York City time, on the expiration date of the exchange offer.

Acceptance of Initial Notes and Delivery of Exchange Notes		If all the conditions to the completion of this exchange offer are satisfied, we will accept any and all initial notes that are properly tendered in this exchange offer on or before 5:00 p.m., New York City time, on the expiration date. We will return any initial note that we do not accept for exchange to you without expense promptly after the expiration date. We will deliver the exchange notes to you promptly after the expiration date and acceptance of your initial notes for exchange. Please refer to the section in this prospectus entitled ‘‘The Exchange Offer—Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes.’’

Federal Income Tax Considerations Relating to the Exchange Offer		Exchanging your initial notes for exchange notes will not be a taxable event to you for United States federal income tax purposes. Please refer to the section of this prospectus entitled ‘‘Certain United States Federal Tax Considerations.’’

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

Fees and Expenses		We will pay all expenses related to this exchange offer. Please refer to the section of this prospectus entitled ‘‘The Exchange Offer—Fees and Expenses.’’

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Use of Proceeds		We will not receive any proceeds from the issuance of the exchange notes. We are making this exchange offer solely to satisfy certain of our obligations under our registration rights agreement entered into in connection with the offering of the initial notes.

Consequences to Holders Who Do Not Participate in the Exchange Offer		If you do not participate in this exchange offer:

		•	except as set forth in the next paragraph, you will not necessarily be able to require us to register your initial notes under the Securities Act,

		•	you will not be able to resell, offer to resell or otherwise transfer your initial notes unless they are registered under the Securities Act or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act, and

		•	the trading market for your initial notes will become more limited to the extent other holders of initial notes participate in the exchange offer.

		You will not be able to require us to register your initial notes under the Securities Act unless:

		•	the initial purchasers request us to register initial notes that are not eligible to be exchanged for exchange notes in the exchange offer and you hold such notes; or

		•	you are not eligible to participate in the exchange offer or do not receive freely tradable exchange notes in the exchange offer.

		In these cases, the registration rights agreement requires us to file a registration statement for a continuous exchange offer in accordance with Rule 415 under the Securities Act for the benefit of the holders of the initial notes described in this paragraph. We do not currently anticipate that we will register under the Securities Act any notes that remain outstanding after completion of the exchange offer.

		Please refer to the section of this prospectus entitled ‘‘The Exchange Offer—Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences.’’

Resales		It may be possible for you to resell the notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to the conditions described under ‘‘—Obligations of Broker-Dealers’’ below.

		To tender your initial notes in this exchange offer and resell the exchange notes without compliance with the

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		registration and prospectus delivery requirements of the Securities Act, you must make the following representations:

		•	you are authorized to tender the initial notes and to acquire exchange notes, and that we will acquire good and unencumbered title thereto,

		•	the exchange notes acquired by you are being acquired in the ordinary course of business,

		•	you have no arrangement or understanding with any person to participate in a distribution of the exchange notes and are not participating in, and do not intend to participate in, the distribution of such exchange notes,

		•	you are not an ‘‘affiliate,’’ as defined in Rule 405 under the Securities Act, of ours, or you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,

		•	if you are not a broker-dealer, you are not engaging in, and do not intend to engage in, a distribution of exchange notes, and

		•	if you are a broker-dealer, initial notes to be exchanged were acquired by you as a result of market-making or other trading activities and you will deliver a prospectus in connection with any resale, offer to resell or other transfer of such exchange notes.

		Please refer to the sections of this prospectus entitled ‘‘The Exchange Offer—Procedure for Tendering Initial Notes— Proper Execution and Delivery of Letters of Transmittal,’’ ‘‘Risk Factors—Risks Relating to the Exchange Offer—Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes’’ and ‘‘Plan of Distribution.’’

Obligations of Broker-Dealers		If you are a broker-dealer (1) that receives exchange notes, you must acknowledge that you will deliver a prospectus in connection with any resales of the exchange notes, (2) who acquired the initial notes as a result of market-making or other trading activities, you may use the exchange offer prospectus as supplemented or amended, in connection with resales of the exchange notes, or (3) who acquired the initial notes directly from the issuers in the initial offering and not as a result of market-making and trading activities, you must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act in connection with resales of the exchange notes.

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Summary of Terms of the Exchange Notes

Issuer		Harland Clarke Holdings Corp. (formerly ‘‘Clarke American Corp.’’)

Co-Issuers		As is the case with our initial notes, the exchange notes are co-issued by most of our domestic subsidiaries, including B2Direct, Inc., Checks in the Mail, Inc., Clarke American Checks, Inc., Harland Checks and Services, Inc., Harland Clarke Corp., Harland Financial Solutions, Inc., HFS Core Systems, Inc. and Scantron Corporation.

Exchange Notes		$305,000,000 million aggregate principal amount of exchange floating rate notes due 2015 and $310,000,000 of 9.50% exchange fixed rate notes due 2015. The forms and terms of the exchange notes are the same as the form and terms of the initial notes except that the issuance of the exchange notes is registered under the Securities Act, the exchange notes will not bear legends restricting their transfer, and the exchange notes will not be entitled to registration rights under the registration rights agreement. The exchange notes will evidence the same debt as the initial notes, and both the initial notes and the exchange notes will be governed by the same indenture.

Maturity		May 15, 2015.

Interest Rates		9.50% per annum on the exchange fixed rate notes.

		The Applicable LIBOR Rate (as defined) plus 4.75% on the exchange floating rate notes.

Interest Payment Dates		Exchange floating rate notes: February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2007.

		Exchange fixed rate notes: May 15 and November 15 of each year, commencing on November 15, 2007.

Guarantees		As is the case with our initial notes, our obligations under the exchange notes will be jointly and severally and fully and unconditionally guaranteed on a senior unsecured basis by each of our current and future domestic subsidiaries that guarantee or are co-borrowers under our senior secured credit facilities.

Ranking		The exchange notes and the guarantees of the exchange notes will be our and the guarantors’ unsecured senior obligations. They will rank equally with all of our and the guarantors’ existing and future senior unsecured indebtedness, and will rank senior to all of our and the guarantors’ existing and future subordinated indebtedness. The notes will be effectively subordinated to all of our and

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		the guarantors’ existing and future secured indebtedness, including indebtedness under our senior secured credit facilities, which is secured by substantially all our assets. As of March 31, 2007, the exchange notes and the guarantees were effectively subordinated to $1,805.2 million of our and the guarantors’ secured debt, and there was $89.2 million of additional availability under our $100.0 million revolving credit facility (giving effect to the issuance of $10.8 million of letters of credit).

Optional Redemption     Floating rate notes		We may, at our option, redeem some or all of the exchange floating rate notes at any time on or after May 15, 2009, at the redemption prices listed under ‘‘Description of Notes— Optional Redemption—Floating Rate Notes.’’

		In addition, at any time prior to May 15, 2009, we may redeem up to 35% of the exchange floating rate notes with the proceeds of certain sales of our equity at the redemption price listed under ‘‘Description of Notes—Optional Redemption—Floating Rate Notes.’’ We may make the redemption only if, after the redemption, at least 50% of the aggregate principal amount of the floating rate notes issued under the indenture remains outstanding.

		At any time prior to May 15, 2009, we may, at our option, redeem some or all of the exchange floating rate notes at the ‘‘make-whole’’ price set forth under ‘‘Description of Notes—Optional Redemption—Floating Rate Notes.’’

Fixed rate notes		We may, at our option, redeem some or all of the exchange fixed rate notes at any time on or after May 15, 2011, at the redemption prices listed under ‘‘Description of Notes— Optional Redemption—Fixed Rate Notes.’’

		In addition, at any time prior to May 15, 2010, we may redeem up to 35% of the exchange fixed rate notes with the proceeds of certain sales of our equity at the redemption price listed under ‘‘Description of Notes—Optional Redemption—Fixed Rate Notes.’’ We may make the redemption only if, after the redemption, at least 50% of the aggregate principal amount of the fixed rate notes issued under the indenture remains outstanding.

		At any time prior to May 15, 2011, we may, at our option, redeem some or all of the exchange fixed rate notes at the ‘‘make-whole’’ price set forth under ‘‘Description of Notes—Optional Redemption—Fixed Rate Notes.’’

Mandatory Repurchase Offer		If we sell certain assets without reinvesting the proceeds or experience specific kinds of changes in control, we must offer to repurchase the notes at the prices listed under ‘‘Description of Notes—Repurchase at the Option of Holders.’’

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Certain Covenants		The indenture, among other things, restricts our ability and the ability of our restricted subsidiaries to:

		•	incur additional debt;

		•	pay dividends and make distributions;

		•	make certain investments;

		•	repurchase stock;

		•	incur liens;

		•	enter into transactions with affiliates;

		•	merge or consolidate; and

		•	transfer or sell assets.

		These covenants are subject to important exceptions and qualifications. For more details, see ‘‘Description of Notes—Certain Covenants.’’

Use of Proceeds		We will not receive any proceeds from the issuance of the exchange notes in exchange for the outstanding initial notes. We are making this exchange solely to satisfy our obligations under the registration rights agreement entered into in connection with the exchange offer of the initial notes.

Absence of a Public Market for the Exchange Notes		The exchange notes are new securities with no established market for them. We cannot assure you that a market for these exchange notes will develop or that this market will be liquid. Please refer to the section of this prospectus entitled ‘‘Risk Factors—Risks Related to the Exchange Notes—There is no established trading market for the exchange notes. Further, if an active trading market does not develop for the exchange notes, or if the market is not liquid, you may not be able to resell them.’’

Form of the Exchange Notes		The exchange notes will be represented by one or more permanent global securities in registered form deposited on behalf of The Depository Trust Company with Wells Fargo Bank, N.A., as custodian. You will not receive exchange notes in certificated form unless one of the events described in the section of this prospectus entitled ‘‘Description of Notes—Exchange of Global Notes for Certificated Notes’’ occurs. Instead, beneficial interests in the exchange notes will be shown on, and transfers of these exchange notes will be effected only through, records maintained in book-entry form by The Depository Trust Company with respect to its participants.

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Risk Factors

You should carefully consider the information set forth under the caption ‘‘Risk Factors’’ on page 22 of this prospectus before deciding to invest in the exchange notes.

Presentation of Certain Clarke American Financial Information

Clarke American Corp. (renamed ‘‘Harland Clarke Holdings Corp.’’ subsequent to the Acquisition) was acquired by M & F Worldwide on December 15, 2005 from Honeywell International Inc. Honeywell acquired Clarke American effective April 1, 2005, when one of its subsidiaries purchased all of the outstanding stock of the company that was then Clarke American’s indirect parent, Novar plc. Novar plc held a number of businesses, including the one Clarke American operated. Novar USA was a subsidiary of Novar plc. On May 5, 2005, Honeywell reorganized the business of Novar USA so that other businesses formerly held by Novar USA were transferred out of Novar USA, with Clarke American’s business remaining as the only one held by Novar USA. The Clarke American financial statements presented and discussed in this prospectus include periods prior to the completion of Clarke American’s acquisition by M & F Worldwide, but give effect to the acquisition by Honeywell and the subsequent reorganizations. In Clarke American’s acquisition by M & F Worldwide, Novar USA merged with and into CA Investment Corp., a wholly owned subsidiary of M & F Worldwide, with CA Investment surviving and being renamed ‘‘Clarke American Corp.’’

As a result of the acquisitions by Honeywell and M & F Worldwide and the resulting changes in ownership, under GAAP, Clarke American is required to present separately its operating results for its two predecessors. The period during which Clarke American was owned by Honeywell (April 1, 2005 to December 14, 2005) is presented as ‘‘Predecessor (Honeywell).’’ The periods prior to Clarke American’s acquisition by Honeywell (the period from January 1, 2005 to March 31, 2005, which we refer to as ‘‘the three months ended March 31, 2005,’’ and the 2004, 2003 and 2002 fiscal years) are presented as ‘‘Predecessor (Novar).’’ The periods subsequent to the acquisition by M & F Worldwide are presented as ‘‘Successor.’’ In addition, the results of operations for the Predecessor (Honeywell) period from April 1, 2005 to Dece mber 14, 2005 reflect the allocation, in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations, of the purchase price paid by Honeywell to Clarke American’s assets and the corresponding increase in the carrying value of those assets that resulted in higher depreciation and amortization expenses in the Predecessor (Honeywell) period as compared to the Predecessor (Novar) periods. See the notes to Clarke American’s consolidated financial statements included elsewhere in this prospectus.

Clarke American’s Predecessor (Novar) was not a separate, stand-alone company from Novar plc during the fiscal years ended December 31, 2002, 2003 and 2004 or for the three months ended March 31, 2005, and Clarke American’s Predecessor (Honeywell) was not a separate, stand-alone company from Honeywell during the period from April 1, 2005 through December 14, 2005. The accompanying Clarke American financial statements for those periods have been prepared as if each of Clarke American’s predecessors had existed as a stand-alone company for those relevant periods and reflect balances that were directly attributable to the business Clarke American operated. Nevertheless, certain amounts of the corporate expenses of Clarke American’s then parent company that were incurred while the relevant predecessor was not a stand-alone company, including legal personnel, tax personnel, accounting personnel, risk man agement personnel, infrastructure and other costs, although not directly attributable to Clarke American’s business, have been allocated to the relevant predecessor company on a basis Clarke American, the relevant predecessor and the relevant parent company believed to be a reasonable reflection of the benefits received. Nevertheless, the costs as allocated to the relevant predecessor are not necessarily indicative of the costs that Clarke American would have incurred if the relevant predecessor had performed these functions as a stand-alone entity. For this reason, the financial information for periods prior to the completion of Clarke American’s acquisition by M & F Worldwide on December 15, 2005 included in this prospectus does not necessarily reflect what Clarke American’s financial position, results of operations, changes in stockholder’s equity and cash flows would have been if the relevant predecessor had been a separate, stand-alone entity during the periods pres ented.

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Summary Historical and Pro Forma Consolidated Financial Data

Clarke American’s Summary Historical and Pro Forma Consolidated Financial Data

Clarke American’s summary historical consolidated financial data set forth below for the fiscal years ended December 31, 2004 and 2006, the period from January 1, 2005 to March 31, 2005, the period from April 1, 2005 to December 14, 2005 and the period from December 15, 2005 to December 31, 2005 have been derived from Clarke American’s audited consolidated financial statements contained elsewhere in this prospectus. Clarke American’s summary historical consolidated financial data set forth below for the three months ended March 31, 2007 and March 31, 2006 and as of March 31, 2007 have been derived from Clarke American’s unaudited consolidated financial statements contained elsewhere in this prospectus.

The summary unaudited pro forma financial information and other data presented below is derived from the unaudited pro forma consolidated financial information and related notes included under the caption ‘‘Unaudited Pro Forma Condensed Consolidated Financial Information’’ in this prospectus and presents summary unaudited pro forma financial data for the fiscal year ended December 31, 2006 and as of and for the three months ended March 31, 2007. The unaudited pro forma consolidated statement of income data reflects adjustments to Clarke American’s consolidated historical financial information to give effect to the Transactions, which are described in the introduction to ‘‘Unaudited Pro Forma Condensed Consolidated Financial Information’’ as if those Transactions occurred on January 1, 2006. The unaudited pro forma consolidated balance sheet data reflects adjustments to Clarke Ame rican’s consolidated historical financial information to give effect to the Transactions as if those Transactions occurred on March 31, 2007. The summary unaudited pro forma financial information is presented for illustrative purposes only and does not purport to present our actual results of operations had the Transactions in fact occurred on the dates specified, nor is it necessarily indicative of our results of operations that may be achieved in the future or during any fiscal year. The summary unaudited pro forma financial information is based on certain assumptions and adjustments described in the notes in the unaudited pro forma consolidated financial information and should be read in conjunction with that financial information and those notes.

Clarke American’s Predecessor (Novar) was not a separate, stand-alone company from Novar plc during the fiscal year ended December 31, 2004 or for the three months ended March 31, 2005, and Clarke American’s Predecessor (Honeywell) was not a separate, stand-alone company from Honeywell during the period from April 1, 2005 through December 14, 2005. The accompanying Clarke American financial statements for those periods have been prepared as if each of Clarke American’s predecessors had existed as a stand-alone company for those relevant periods and reflect balances that were directly attributable to the business Clarke American operated.

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The data and the information provided below should be read in conjunction with ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clarke American,’’ ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Harland,’’ ‘‘Selected Historical Consolidated Financial and Operating Data,’’ ‘‘Unaudited Pro Forma Condensed Consolidated Financial Information’’ and the consolidated financial statements and the notes related to those statements of Clarke American and Harland appearing elsewhere in this prospectus.

			Predecessor (Novar)												Predecessor (Honeywell)						Successor
			Fiscal 2004						Fiscal 2005																		Fiscal 2006
Operating Data			Year Ended December 31, 2004						Three Months Ended March 31, 2005						Period from April 1 to December 14, 2005						Period from December 15 to 31, 2005						Year Ended December 31, 2006						Three Months Ended March 31, 2006						Three Months Ended March 31, 2007						Pro Forma Year Ended December 31, 2006						Pro Forma Three Months Ended March 31, 2007
(dollars in millions)
Revenues				$	607.6					$	154.4					$	439.9					$	24.1					$	623.9					$	162.9					$	164.6					$	1,674.1					$	425.7
Cost of revenues					353.1						91.1						285.6						17.4						389.7						100.7						102.5						970.3						246.6
Gross profit					254.5						63.3						154.3						6.7						234.2						62.2						62.1						703.8						179.1
Selling, general and administrative expenses					147.5						39.2						100.8						6.0						147.2						37.1						38.7						490.8						129.1
Operating income					107.0						24.1						53.5						0.7						87.0						25.1						23.4						213.0						50.0
Other, net					—						—						—						—						—						—						—						0.9						0.3
Interest expense, net					(19.1	)					(5.6	)					(2.4	)					(2.8	)					(60.0	)					(14.6	)					(15.2	)					(210.3	)					(52.3	)
Income (loss) before income taxes					87.9						18.5						51.1						(2.1	)					27.0						10.5						8.2						3.6						(2.0	)
Provision (benefit) for income taxes					23.5						7.5						20.1						(0.8	)					7.5						4.1						3.1						(4.6	)					(1.2	)
Net income (loss)				$	64.4					$	11.0					$	31.0					$	(1.3	)				$	19.5					$	6.4					$	5.1					$	8.2					$	(0.8	)
Other Financial Data
EBITDA (1)				$	130.3					$	29.8					$	96.2					$	2.9					$	141.5					$	38.7					$	37.2					$	381.0					$	91.3
Cash interest expense																																														$	202.1					$	50.3
Capital expenditures																																														$	38.2					$	8.0
Depreciation and amortization																																														$	167.1					$	40.9
Upfront contract acquisition payments (2)																																														$	37.9					$	21.4
Upfront contract payment amortization																																														$	53.3					$	12.4

Balance Sheet Data			March 31, 2007						Pro Forma March 31, 2007
			(dollars in millions)
Cash and cash equivalents				$	13.9					$	65.7
Working capital (deficit)				$	(23.0	)				$	64.6
Total assets				$	1,094.5					$	3,416.6
Total debt				$	572.0					$	2,420.2
Total stockholder’s equity				$	224.1					$	187.6

(1) EBITDA represents net income (loss) before interest expense, net, income taxes, depreciation and amortization (other than amortization related to upfront contract acquisition payments).

We present EBITDA because we believe it is an important measure of our performance and believe it is frequently used, as presented or as adjusted, by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We believe EBITDA provides useful information with respect to our ability to meet our future debt service, capital expenditures, working capital requirements and overall operating performance, although EBITDA should not be considered as a measure of liquidity. In addition, we utilize EBITDA when interpreting operating trends and results of operations of our business.

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Our senior secured credit facilities use EBITDA (with certain adjustments, including an adjustment for upfront contract payment amortization) to measure our compliance with a maximum leverage covenant and other covenants for the benefit of our revolving lenders. EBITDA (with certain adjustments, including an adjustment for upfront contract payment amortization) is also used by the indenture governing the notes to measure covenant compliance. Our executive compensation is based on our EBITDA (with additional adjustments) performance measured against targets. EBITDA is also widely used by us and others in our industry to evaluate and price potential acquisition candidates. EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these li mitations are:

• it does not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;

• it does not reflect changes in, or cash requirements for, our working capital needs;

• it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt, including the exchange notes;

• although depreciation and amortization are non cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements;

• it is not adjusted for all non cash income or expense items that are reflected in our statements of cash flows;

• it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and

• other companies in our industry may calculate EBITDA differently from us, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations, including those under the exchange notes. You should compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

In addition, in evaluating EBITDA, you should be aware that in the future we may incur expenses, including cash expenses, similar to the various items mentioned in this presentation. Our presentation of EBITDA and such additional items should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. You are therefore cautioned not to place undue reliance on EBITDA or the items presented in conjunction with EBITDA.

The table below presents a reconciliation of net income (loss) to EBITDA for Clarke American:

			Predecessor (Novar)												Predecessor (Honeywell)						Successor
			Fiscal 2004						Fiscal     2005																		Fiscal 2006												Fiscal 2007
			Year Ended December 31, 2004						Three Months Ended March 31, 2005						Period from April 1 to December 14, 2005						Period from December 15 to 31, 2005						Year Ended December 31, 2006						Three Months Ended March 31, 2006						Three Months Ended March 31, 2007
(dollars in millions)
Net income (loss)				$	64.4					$	11.0					$	31.0					$	(1.3	)				$	19.5					$	6.4					$	5.1
Interest expense, net					19.1						5.6						2.4						2.8						60.0						14.6						15.2
Provision (benefit) for income taxes					23.5						7.5						20.1						(0.8	)					7.5						4.1						3.1
Depreciation and amortization					23.3						5.7						42.7						2.2						54.5						13.6						13.8
EBITDA				$	130.3					$	29.8					$	96.2					$	2.9					$	141.5					$	38.7					$	37.2
The following items may be considered in addition to EBITDA:
Restructuring costs (a)				$	0.7					$	0.4					$	1.8					$	—					$	3.3					$	—					$	1.2
Contingent earnout payment (b)					—						—						1.9						—						1.1						0.2						—
Impact of fair value inventory adjustment related to purchase accounting (c)					—						—						3.1						1.8						1.3						1.3						—

(a) Reflects restructuring expenses, including adjustments, recorded in accordance with GAAP, consisting primarily of severance, post closure facility expenses and other related expenses, associated with:

• a workforce reduction in Clarke American’s Direct to Consumer segment in 2004;

• the closure of two facilities and a realignment of Clarke American’s sales force in 2005;

• a reorganization of the sales and administrative functions and two facility closures during 2006; and

• the closure of a contact center and a printing facility in 2007.

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(b) Reflects charges incurred by Clarke American under an earnout arrangement recorded as selling, general and administrative expense resulting from the 2004 purchase of Alcott Routon, Inc. The total cash payment of $3.0 million related to this earnout arrangement was paid in 2007.

(c) Reflects the negative effect on net income of the one-time fair value inventory adjustment related to purchase accounting resulting from the Honeywell acquisition and the acquisition by M & F Worldwide effective April 1 and December 15, 2005, respectively.

The table below presents a reconciliation of income from continuing operations to EBITDA for Clarke American, Harland and our company on a pro forma basis combined, for the fiscal year ended December 31, 2006, the three months ended March 31, 2007 for Clarke American and the three months ended March 30, 2007 for Harland.

			Year Ended December 31, 2006																								Three Months Ended March 31, 2007
			Clarke American Historical						Harland Historical						Adjustments						Pro Forma						Clarke American Historical						Harland Historical (three months ended March 30, 2007)						Adjustments						Pro Forma
(dollars in millions)
Income (loss) from continuing operations				$	19.5					$	72.9					$	(84.2	)				$	8.2					$	5.1					$	15.4					$	(21.3	)				$	(0.8	)
Interest expense, net					60.0						16.0						134.3						210.3						15.2						3.3						33.8						52.3
Provision (benefit) for income taxes					7.5						41.7						(53.8	)					(4.6	)					3.1						9.4						(13.7	)					(1.2	)
Depreciation and amortization					54.5						56.9						55.7						167.1						13.8						13.0						14.2						41.0
EBITDA				$	141.5					$	187.5					$	52.0	(a)				$	381.0					$	37.2					$	41.1					$	13.0	(a)				$	91.3
The following items may be considered in addition to EBITDA:
Additional synergies (b)				$	—					$	—					$	54.4					$	54.4					$	—					$	—					$	13.6					$	13.6
Restructuring costs (c)					3.3						0.1						—						3.4						1.2						(0.1	)					—						1.1
Contingent earnout payment (d)					1.1						—						—						1.1						—						—						—						—
Transaction expenses (e)					—						12.6						—						12.6						—						8.5						—						8.5
Impact of fair value inventory adjustment related to purchase accounting (f)					1.3						—						—						1.3						—						—						—						—

(a) For the fiscal year ended December 31, 2006, pro forma adjustments include $52.0 million of the $106.4 million of synergies anticipated on an annual run-rate basis within 18 months. For the three months ended March 31, 2007, pro forma adjustments include $13.0 million of such anticipated synergies.

(b) Reflects additional amounts relating to anticipated synergies in connection with the Transactions as if the Acquisition had occurred on January 1, 2006. Pro forma adjustments for the fiscal year ended December 31, 2006 include $52.0 million of the $106.4 million of synergies anticipated on an annual run-rate basis within 18 months, with the remaining $54.4 million of the $106.4 million of run-rate synergies anticipated within 18 months being set forth in the table above as ‘‘Additional synergies.’’ Similarly, pro forma adjustments for the three months ended March 31, 2007 include $13.0 million of the $26.6 million of synergies anticipated on a quarterly run-rate basis within 18 months, with the remaining $13.6 million of the $26.6 m illion of run-rate synergies anticipated within 18 months being set forth in the table above as ‘‘Additional synergies.’’ See ‘‘Summary—Cost Savings.’’

(c) Reflects restructuring expenses, including adjustments, recorded in accordance with GAAP, consisting primarily of severance, post closure facility expenses and other related expenses associated with a reorganization of the sales and administrative function and two facility closures during 2006, as well as the closure of a contact center and a printing facility in 2007.

(d) Reflects charges incurred by Clarke American under an earnout arrangement recorded as selling, general and administrative expense resulting from the 2004 purchase of Alcott Routon, Inc. The total cash payment of $3.0 million related to this earnout arrangement was paid in April 2007.

(e) Reflects costs incurred by Harland in connection with the Acquisition during the year ended December 31, 2006 and for the three months ended March 30, 2007, including, but not limited to, legal, investment banking, compensation, accounting and communications expenses.

(f) Reflects the negative effect on net income of Clarke American of the one-time fair value inventory adjustment related to purchase accounting resulting from the acquisition by M & F Worldwide effective December 15, 2005.

(2) Upfront contract acquisition payments are cash payments made to certain customers upon the execution of and over the life of multi-year contracts. These payments are capitalized and amortized over the life of the respective contracts.

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Harland’s Summary Historical Consolidated Financial Data

Harland’s summary historical consolidated financial data set forth below for the fiscal years ended December 31, 2004, 2005 and 2006 have been derived from Harland’s audited consolidated financial statements contained elsewhere in this prospectus. Harland’s summary historical consolidated financial and other data set forth below for the three months ended March 31, 2006 and March 30, 2007 and as of March 30, 2007 have been derived from Harland’s unaudited consolidated financial statements included elsewhere in this prospectus.

The data and the information provided below should be read in conjunction with ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Harland,’’ ‘‘Selected Historical Consolidated Financial and Operating Data’’ and the financial statements and the notes related to those statements appearing elsewhere in this prospectus.

Consolidated Statements of Operations Data			Year Ended December 31, 2004						Year Ended December 31, 2005						Year Ended December 31, 2006						Three Months Ended March 31, 2006						Three Months Ended March 30, 2007
(dollars in millions)
Total sales				$	790.3					$	976.6					$	1,050.2					$	272.4					$	261.1
Total cost of sales					400.4						491.2						520.8						138.2						129.0
Gross profit					389.9						485.4						529.4						134.2						132.1
Selling, general and administrative expenses					288.2						342.4						383.6						92.0						100.4
Asset impairment charges					10.3						—						—						—						—
(Gain) loss on disposal of assets					(3.4	)					0.1						0.1						—						—
Amortization of other intangible assets					3.8						11.6						16.0						4.1						3.9
Income from operations					91.0						131.3						129.7						38.1						27.8
Other income (expense), net					(3.2	)					(8.8	)					(15.1	)					(3.5	)					(3.0	)
Income from continuing operations before income taxes and cumulative effect of change in accounting principle					87.8						122.5						114.6						34.6						24.8
Income taxes					32.8						46.2						41.7						13.3						9.4
Income from continuing operations before cumulative effect of change in accounting principle					55.0						76.3						72.9						21.3						15.4
Cumulative effect of change in accounting principle, net of income taxes					—						—						0.3						0.3						—
Income (loss) from discontinued operations, net of income taxes					0.1						(0.8	)					(5.1	)					(0.3	)					(0.4	)
Net income				$	55.1					$	75.5					$	68.1					$	21.3					$	15.0

Balance Sheet Data			March 30, 2007
			(dollars in millions)
Cash and cash equivalents			$8.4
Total assets					796.6
Long-term debt including current portion and short-term borrowings					219.7
Stockholders’ equity					320.3

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Risk Factors

Investing in the exchange notes involves a high degree of risk. Prospective investors in the exchange notes should carefully consider the following matters, as well as the other information contained in this prospectus, including our consolidated financial statements and the related notes, before making an investment in the exchange notes. While these are the risks and uncertainties we believe are most important for you to consider, you should know that they are not the only risks or uncertainties facing us or that may adversely affect our business.

Risks Related to Our Substantial Indebtedness

We have substantial indebtedness, which may adversely affect our ability to operate our business and prevent us from fulfilling our obligations under the notes.

As of March 31, 2007, on a pro forma basis after giving effect to the Transactions, we would have had total indebtedness of approximately $2,420.2 million (including $5.2 million of capital lease obligations and other indebtedness), and there would have been $89.2 million of additional availability under our new $100.0 million revolving credit facility (giving effect to the issuance of $10.8 million of letters of credit). In addition, under certain circumstances, we are permitted to incur additional term loan and/or revolving credit facility indebtedness in an aggregate principal amount of up to $250.0 million, and the terms of our senior secured credit facilities and the exchange notes will allow us to borrow substantial additional debt, including additional secured debt. Our substantial level of indebtedness could have important consequences to you. For example, it could:

	•	make it more difficult for us to satisfy our obligations with respect to the exchange notes;

	•	increase our vulnerability to general adverse economic and industry conditions;

	•	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;

	•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

	•	limit our ability to borrow additional funds.

Our ability to make payments on the notes and our other indebtedness depends on our ability to generate sufficient cash in the future.

Our ability to make payments on our indebtedness, including the notes and our senior secured credit facilities, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond our control.

We are required to make scheduled payments of principal on our senior secured term loan in the amount of $18.0 million per year in equal quarterly installments. We are required to repay our senior secured term loan in full in 2014. Our revolving credit facility will mature in 2013. We may not be able to generate sufficient cash flow from operations and future borrowings may not be available to us under our senior secured credit facilities in an amount sufficient to enable us to repay our debt, including the notes, or to fund our other liquidity needs. If our future cash flow from operations and other capital resources are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional debt or equity capital or restructure or refinance all or a portion of our debt, including the notes, on or before maturity. We may not be ab le to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms of our existing and future indebtedness, including the notes and our senior secured credit facilities, may limit our ability to pursue any of these alternatives.

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Despite our current indebtedness levels, we may still be able to incur substantially more debt. Additional indebtedness could exacerbate the risks associated with our substantial leverage.

We may be able to incur substantial additional indebtedness in the future. The terms of our senior secured credit facilities and the indenture governing the notes do not fully prohibit us from doing so. In addition, on a pro forma basis, as of March 31, 2007, there would have been $89.2 million of additional availability under our $100.0 million revolving credit facility (giving effect to the issuance of $10.8 million of letters of credit), all of which is secured by substantially all of our assets and therefore ranks effectively senior to our and the guarantors’ obligations under the exchange notes to the extent of the value of the assets securing the senior secured credit facilities. Under certain circumstances, we are permitted to incur additional term loan and/or revolving credit facility indebtedness under our senior secured credit facilities in an aggregate principal amount of up to $250.0 million. In addition, the terms of the senior secured credit facilities and the exchange notes allow us to borrow substantial additional debt, including additional secured debt. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify. See ‘‘Description of Other Indebtedness’’ and ‘‘Description of Notes—Certain Covenants.’’

Covenant restrictions under our indebtedness may limit our ability to operate our business.

The indenture governing the notes and the agreement governing our senior secured credit facilities contain, among other things, covenants that restrict our and our subsidiaries’ ability to finance future operations or capital needs or to engage in other business activities. The indenture restricts, among other things, our and our subsidiaries’ ability to:

	•	incur or guarantee additional indebtedness;

	•	make certain investments;

	•	make restricted payments;

	•	pay certain dividends or make other distributions;

	•	incur liens;

	•	enter into transactions with affiliates; and

	•	merge or consolidate or transfer and sell assets.

Our senior secured credit facilities contain customary affirmative and negative covenants that are similar to those in the indenture governing the notes, including, among other things, restrictions on indebtedness, liens, mergers and consolidations, sales of assets, loans, investments, acquisitions, restricted payments, transactions with affiliates, dividends and other payment restrictions affecting subsidiaries and sale-leaseback transactions.

In addition, our credit agreement requires us to maintain a maximum consolidated leverage ratio for the benefit of the lenders under our revolving credit facility only. See ‘‘Description of Other Indebtedness—Senior Secured Credit Facilities.’’

These restrictions described above may limit our ability to operate our businesses and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise.

Risks Related to the Exchange Notes

Your right to receive payments on the exchange notes is effectively subordinated to the rights of our and the guarantors’ existing and future secured creditors, including the lenders under our senior secured credit facilities.

Holders of our and the guarantors’ existing and future secured indebtedness, including indebtedness under our senior secured credit facilities, will have claims that are prior to your claims as holders of the exchange notes to the extent of the value of the assets securing that other indebtedness.

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Our senior secured credit facilities are secured by substantially all of our and the guarantors’ assets and are further collateralized by a pledge of our domestic subsidiaries’ common stock and 65% of the voting stock of our direct foreign subsidiaries. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding up, liquidation, reorganization, or other bankruptcy proceeding, holders of secured indebtedness will have prior claims to those of our assets that constitute their collateral. Holders of the exchange notes will participate ratably with all holders of our and the guarantors’ other unsecured and senior indebtedness, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the circumstances described in the preceding sentences, we may not have sufficient assets to pay amounts due on the exchange notes. As a result, holders of exchange notes may r eceive less, ratably, than holders of secured indebtedness.

As of March 31, 2007, on a pro forma basis giving effect to the Transactions, the aggregate amount of our senior secured indebtedness would have been approximately $1,805.2 million, and there would have been $89.2 million of additional availability under our $100.0 million revolving credit facility (giving effect to the issuance of $10.8 million of letters of credit). We are permitted to borrow additional indebtedness, including senior debt and secured debt, under the terms of the indenture and our senior secured credit facilities. In addition, under certain circumstances, we are permitted to incur additional term loan and/or revolving credit facility indebtedness in an aggregate principal amount of up to $250.0 million. See ‘‘Description of Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ and ‘‘Description of Other Indebt edness.’’

Your right to receive payment on the exchange notes will be effectively subordinated to the liabilities of our subsidiaries that are not obligors under the exchange notes.

While all of our domestic subsidiaries will be joint and several co-issuers and/or guarantors of the exchange notes when they are issued, not all of our current or future subsidiaries are required to be guarantors or co-issuers under the exchange notes. For example, our foreign subsidiaries, any of our subsidiaries that are not obligors under the senior secured credit facilities and our immaterial subsidiaries will not be guarantors or co-issuers under the exchange notes. Creditors of our non-guarantor subsidiaries (including trade creditors) will generally be entitled to payment from the assets of those subsidiaries before those assets can be distributed to us. As a result the exchange notes will effectively be subordinated to the prior payment of all of the debts (including trade payables) of our non-guarantor subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and th eir 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. Our subsidiaries that have their debt accelerated may not be able to repay such indebtedness. Our assets and our subsidiaries’ assets may not be sufficient to fully repay the exchange notes and our other indebtedness.

Federal and state statutes may allow courts, under specific circumstances, to void the exchange notes and the guarantees and require noteholders to return payments received from us or the guarantors.

Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, the notes could be voided, or claims in respect of the exchange notes or the guarantees could be subordinated to our other debts if, at that time, among other things (1) we issued the exchange notes with the intent of hindering, delaying or defrauding current or future creditors; or (2) we received less than reasonably equivalent value or fair consideration for the incurrence of such notes, and, in the case of clause (2), we:

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

	•	were engaged, or were about to engage, in a business or transaction for which our remaining assets constituted unreasonably small capital to carry on our business; or

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

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Similar risks and considerations apply with respect to the co-issuance of the exchange notes by the co-issuers and the issuance of the guarantees by the guarantors. The measures of insolvency for purposes of these fraudulent conveyance laws will vary depending upon the law of the jurisdiction that is being applied in any such proceeding to determine whether a fraudulent conveyance has occurred. Generally, however, an entity would be considered insolvent if:

	•	the sum of its debts, including contingent liabilities, was greater than the fair 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.

We may not be able to raise the funds necessary to finance the change of control offer required by the indenture.

Upon the occurrence of a change of control, we will be required to offer to repurchase all outstanding exchange notes at 101% of their principal amount plus accrued and unpaid interest and additional interest, if any, to the date of repurchase. It is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of the exchange notes in addition to any payments under our senior secured credit facilities that may be required in connection with such change of control. Further, we may be contractually restricted under the terms of our other indebtedness from repurchasing all the exchange notes tendered by holders upon a change of control, and we may not be able to obtain the necessary consents under our other indebtedness to make such repurchases. Our failure to make or complete the change of control offer or pay the change of control purchase price when due will give the trustee and the holders of the exchange notes the right to declare an event of default and accelerate the repayment of the exchange notes as described under the section in this prospectus entitled ‘‘Description of Notes—Events of Default and Remedies.’’ This event of default under the indenture would in turn constitute an event of default under our senior secured credit facilities. See ‘‘Description of Notes—Repurchase at the Option of Holders—Change of Control.’’

There is no established trading market for the exchange notes. Further, if an active trading market does not develop for the exchange notes, or if the market is not liquid, you may not be able to resell them.

The issuance of the exchange notes will be registered under the Securities Act, but the exchange notes will constitute an issue of securities with no established trading market, and there is a risk that:

	•	a liquid trading market for the exchange notes may not develop;

	•	holders may not be able to sell their exchange notes; and

	•	the price at which the holders would be able to sell their exchange notes may be lower than anticipated and lower than the principal amount or original purchase price.

Future trading prices of the exchange notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. The initial purchasers of the initial notes were Credit Suisse Securities (USA) LLC, Bear, Stearns & Co. Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. We were informed by the initial purchasers that they intended to make a market in the exchange notes after the exchange offer. However, the initial purchasers are not obligated to make a market in the exchange notes and may discontinue their market making activities at any time without notice. Therefore, an active market for exchange notes may not develop or, if developed, may not continue.

In addition, the market for non-investment grade debt securities historically has been subject to disruptions that have caused price volatility independent of the operating and financial performance of the issuers of these securities. It is possible that the market for the exchange notes will be subject to

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these kinds of disruptions. Accordingly, declines in the liquidity and market price of the exchange notes may occur independent of our operating and financial performance. A liquid market for the exchange notes may not develop and subsequent to their initial issuance, the exchange notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

In addition, any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. See ‘‘Plan of Distribution.’’

Risks Related to the Exchange Offer

Your initial notes will not be accepted for exchange if you fail to follow the exchange procedures.

We will not accept your initial notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after a timely receipt of your initial notes including acceptance of the terms and conditions of the exchange offer through DTC, and all other required documents. Therefore, if you wish to tender your initial notes please allow sufficient time to ensure timely delivery. If we do not receive your initial notes, letter of transmittal and other required documents by the time of expiration of the exchange offer, either in physical or electronic form as set forth in this prospectus, we will not accept your initial notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of outstanding initial notes for exchange. If there are defects or irregularities with respect to your tender of initial notes, either in physical or electronic form as set f orth in this prospectus, we will not accept your initial notes for exchange.

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes.

Based on interpretations of the staff of the Commission contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983), we believe that you may offer for resale, resell or otherwise transfer the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under ‘‘Plan of Distribution,’’ you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your exchange notes. In these cases, if you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes under the Securities Act, you may incur lia bility under this act. We do not and will not assume, or indemnify you against, this liability.

Risks Related to Our Business

We may not be able to integrate successfully Harland’s business, and we may not be able to achieve the cost savings or synergies we currently expect, which could have a material and adverse effect on our business, prospects, results of operations and financial condition.

Although each of Clarke American and Harland had acquired businesses in the past, we may not be able to integrate successfully Harland’s business. The process of integrating acquired businesses involves numerous risks, including, among others:

	•	difficulties in assimilating operations and products;

	•	diversion of management’s attention from other business concerns to focus on new businesses and integration issues;

	•	risks of operating businesses in which we have limited or no direct prior experience;

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	•	potential loss of our key employees or of those of the acquired businesses;

	•	potential exposure to unknown liabilities; and

	•	possible loss of our clients or of those of the acquired businesses.

In addition, it may cost more than the $64.8 million we have anticipated to achieve synergies, and we may not be able to achieve the expected cost savings and synergies to the degree or at the times we currently expect.

The acquisition of Harland has also greatly increased the size of our company, and we may be unable to manage the increase in scale successfully. The failure to manage the increase in scale successfully could have a material and adverse effect on our business, prospects, results of operations and financial condition.

We may not be able to retain all of Clarke American’s and Harland’s historical clients after the Acquisition, which may have a material, adverse effect on our business prospects, results of operations and financial condition.

For various reasons, our clients may not remain as our clients following the completion of the Acquisition. A number of Harland Clarke’s historical contracts are terminable upon short notice or at will. Furthermore, change of control, non-competition and other provisions in certain of our contracts may give clients the right to terminate those contracts as a result of the Acquisition. The loss of a significant number of clients as a result of the Acquisition may have a material, adverse effect on our business prospects, results of operations and financial condition.

Account data breaches involving stored client data or misuse of such data could adversely affect our reputation, revenues, profits and growth.

We, our clients, and other third parties store customer account information relating to our checks. In addition, a number of clients use the HFS products and Scantron products to store and manage sensitive customer and student information. Any breach of the systems on which sensitive customer data and account information are stored or archived and any misuse by our own employees, by employees of data archiving services or by other unauthorized users of such data could lead to fraudulent activity involving our clients and our financial institution clients’ customers’ information and/or funds, damage the reputation of our brands and result in claims against us. If we are unsuccessful in defending any lawsuit involving such data security breaches or misuse, we may be forced to pay damages, which could materially and adversely affect our profitability and could have a material adverse impact on our transaction volumes, revenue and future growth prospects . In addition, such breaches could adversely affect our financial institution clients’ perception as to our reliability, and could lead to the termination of client contracts.

Legislation and contracts relating to protection of personal data could limit or harm our future business.

We are subject to state and federal laws and regulations regarding the protection of consumer information commonly referred to as ‘‘non-public personal information.’’ Examples include the federal financial modernization law known as the Gramm-Leach-Bliley Act and the regulations implementing its privacy and information security requirements, as well as other privacy and data security federal and state laws and regulations. We are also subject to additional requirements in many of our contracts with financial institution clients, which are often more restrictive than the regulations. These laws, regulations and agreements require us to develop and implement policies to protect non-public personal information and to disclose these policies to consumers before a customer relationship is established and periodically thereafter. The laws, regulations, and agreements limit our ability to use or disclose non-public personal information for other than the purposes originally intended.

Where not preempted by the provisions of the Gramm-Leach-Bliley Act, states may enact legislation or regulations that are more restrictive on our use of data. In addition, more restrictive legislation or regulations have been introduced in the past and could be introduced in the future in

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Congress and the states and could have a negative impact on our business, results of operations or prospects. Additionally, future contracts may impose even more stringent requirements on us which could increase our operating costs, as well as interfere with the cost savings we are trying to achieve.

The financial services sector is also subject to various federal and state regulations and oversight. As a supplier of services to financial institutions, certain Harland Clarke and HFS operations are examined by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation, among other agencies, to confirm our ability to maintain data security. These agencies regulate and audit services we provide and the manner in which we operate, and we are required to comply with a broad range of applicable laws and regulations. Adverse audit findings could impact our ability to continue to render services or require investment in corrective measures. Moreover, current laws and regulations may be amended in the future or interpreted by regulators in a manner which could negatively impact Harland Clarke or HFS operations or limit HFS’s future growth.

The use of our Scantron products to store and manage student and other educational data may be subject to The Family Education Rights and Privacy Act of 1974, commonly known as FERPA, which is a federal law that protects the privacy of student education records in connection with its web-based assessment services. Many states have enacted similar laws to protect the privacy of student data. The operation of websites by Scantron that are accessed by children under the age of 13 is subject to the Children’s Online Privacy Protection Act of 1998, commonly known as COPPA. The collection of patient data through Scantron’s survey services is subject to the Health Insurance Portability and Accountability Act of 1996, commonly known as HIPAA, which protects the privacy of patient data. Scantron is also subject to the Gramm-Leach-Bliley Act.

New laws and regulations may be adopted in the future with respect to the Internet, e-commerce or marketing practices generally relating to consumer privacy. Such laws or regulations may impede the growth of the Internet and/or use of other sales or marketing vehicles. As an example, new privacy laws could decrease traffic to our websites, decrease telemarketing opportunities and decrease the demand for our products and services. Additionally, the applicability to the Internet of existing laws governing property ownership, taxation, libel and personal privacy is uncertain and may remain uncertain for a considerable length of time.

We may experience processing errors or software defects that could harm our business and reputation.

We use sophisticated software and computing systems to process check orders for our clients and in the HFS and Scantron businesses. We may experience difficulties in installing or integrating our technologies on platforms used by our clients. Furthermore, certain financial institution clients of Harland Clarke have integrated certain components of their systems with ours, permitting our operators to effect certain operations directly into our financial institution clients’ customers’ accounts. Errors or delays in the processing of check orders, software defects or other difficulties could result in:

	•	loss of clients;

	•	additional development costs;

	•	diversion of technical and other resources;

	•	negative publicity; or

	•	exposure to liability claims.

We may not successfully implement any or all components of our business strategy or realize all of our expected cost savings, which could reduce our revenues and profitability.

The primary components of our business strategy are to cross-sell between business segments, capitalize on complementary offerings across Harland Clarke’s client base, cross-sell software products into our combined client base, continue focusing on software-enabled testing and assessment products while expanding the offering of survey services to financial institutions, and continue to reduce costs and generate strong cash flow.

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We may not be able to fully implement any or all components of our business strategy or realize, in whole or in part or within the timeframes anticipated, the efficiency improvements or expected cost savings from this strategy. Our strategy is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. Additionally, our business strategy may change from time to time. As a result, we may not be able to achieve our expected results of operations.

We may be unable to protect our rights in intellectual property, and third party infringement or misappropriation may materially adversely affect our profitability.

We rely on a combination of measures to protect our intellectual property, among them, registering trademarks and copyrights, patenting inventions, implementing procedures that afford trade secret status and protection to our proprietary information, such as entering into third party non-disclosure and intellectual property assignment agreements, and maintaining our intellectual property by entering into licenses that grant only limited rights to third parties. We may be required to spend significant resources to protect, monitor and police our trade secrets, proprietary know-how trademarks and other intellectual property rights. Despite our efforts to protect our intellectual property, third parties or licensees may infringe or misappropriate our intellectual property. The confidentiality agreements that are designed to protect our trade secrets and proprietary know-how could be breached, or our trade secrets and proprietary know-how might otherwise become know n by others. We may not have adequate remedies for infringement or misappropriation of our intellectual property rights or for breach of our confidentiality agreements. The loss of intellectual property protection or the inability to enforce our intellectual property rights could harm our business and ability to compete.

We may be unable to maintain our licenses to use third party intellectual property on favorable terms.

A significant portion of our revenues derives from the sale of products bearing third party trademarks or designs pursuant to royalty-bearing licenses. Typically, these licenses are for a term of between two and three years, and some licenses may be terminated at the licensor’s option upon a change of control. There can be no guarantee that such licenses will be renewed or will continue to be available to us on terms that would allow us to continue to sell the licensed products profitably.

Third parties may claim we infringe on their intellectual property rights.

Third parties may assert intellectual property infringement claims against us in the future. In particular, there has been a substantial increase in the issuance of patents for Internet related systems and business methods, which may have broad implications for participants in technology and service sectors. Claims for infringement of these patents are increasingly becoming a subject of litigation. Because some patent applications are maintained in secrecy for a period of time, there is also a risk that we could adopt a technology without knowledge of a pending patent application, which technology would infringe a third party patent once that patent is issued. Responding to these infringement claims may require us to enter into royalty-bearing license agreements, to stop selling or to redesign affected products, services and technologies, to pay damages, and/or to satisfy indemnification commitments under agreements with our licensees. In the event that our trad emarks are successfully challenged by third parties, we could be forced to rebrand our products, which could result in the loss of brand recognition. Future litigation relating to infringement claims could also result in substantial costs to us and a diversion of management resources. Adverse determinations in any litigation or proceeding could also subject us to significant liabilities and could prevent us from using some of our products, services or technologies.

We are dependent upon third party providers for significant information technology needs, and an interruption of services from these providers could materially and adversely affect our operations.

We have entered into agreements with third party providers for the licensing of certain software and the provision of information technology services, including software development and support services, and personal computer, telecommunications, network server and help desk services. In the

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event that one or more of these providers is not able to provide adequate information technology services or terminates a license or service, we would be adversely affected. Although we believe that information technology services and substantially equivalent software and services are available from numerous sources, a failure to perform or a termination by one or more of our service providers could cause a disruption in our business while we obtain an alternative source of supply and we may not be able to find such an alternative source on commercially reasonable terms, or at all.

We depend upon the talents and contributions of a limited number of individuals, many of whom would be difficult to replace, and the loss or interruption of their services could materially and adversely affect our business, financial condition and results of operations.

Our business is largely driven by the personal relationships of our senior management team. Despite executing employment agreements with certain members of our senior management team, these individuals may discontinue service with us and we may not be able to find individuals to replace them at the same cost to us or at all. We have not obtained key person insurance for any member of our senior management team. The loss or interruption of the services of these executives could have a material adverse effect on our business, financial condition and results of operations.

We face uncertainty with respect to future acquisitions, and unsuitable or unsuccessful acquisitions could materially and adversely affect our business, prospects, results of operations and financial condition.

We have acquired complementary businesses in the past, and we may pursue acquisitions of complementary businesses in the future. We cannot predict whether suitable acquisition candidates can be acquired on acceptable terms or whether future acquisitions, even if completed, will be successful. Future acquisitions by us could result in the incurrence of contingent liabilities, debt or amortization expenses relating to intangible assets which could materially adversely affect our business, results of operations and financial condition. Moreover, the success of any past or future acquisition will depend upon our ability to integrate effectively the acquired businesses.

We also cannot predict whether any acquired products, technologies or businesses will contribute to our revenues or earnings to any material extent or whether cost savings and synergies we expect at the time of the acquisition can be realized once the acquisition has been completed. Furthermore, if we incur additional indebtedness to finance an acquisition, we cannot predict whether the acquired business will be able to generate sufficient cash flow to service that additional indebtedness.

Unsuitable or unsuccessful acquisitions could therefore have a material and adverse effect on our business, prospects, financial condition and results of operations.

We may be subject to sales and other taxes, which could have adverse effects on our business.

In accordance with current federal, state and local tax laws, and the constitutional limitations thereon, we currently collect sales, use or other similar taxes in state and local jurisdictions where we have a physical presence. One or more state or local jurisdictions may seek to impose sales tax collection obligations on us and other out-of-state companies which engage in remote or online commerce. Several U.S. states have taken various initiatives to prompt retailers to collect local and state sales taxes on purchases made over the Internet. Furthermore, tax law and the interpretation of constitutional limitations thereon is subject to change. In addition, any new operations of these businesses in states where they do not currently have a physical presence could subject shipments of goods by these businesses into such states to sales tax under current or future laws. If one or more state or local jurisdictions successfully asserts that we must collect sales o r other taxes beyond our current practices, it could have a material, adverse affect on our business.

We may be subject to environmental risks, and liabilities for environmental compliance or cleanup could have a material, adverse effect on our profitability.

Our operations are subject to many existing and proposed federal, state, local and foreign laws and regulations pertaining to pollution and protection of human health and the environment, the violation of which can result in substantial costs and liabilities, including material civil and criminal

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fines and penalties. Such requirements include those pertaining to air emissions; wastewater discharges; occupational safety and health; the generation, handling, treatment, remediation, use, storage, transport, release, and exposure to hazardous substances and wastes. Under certain of these laws and regulations, such as the federal Superfund statute, the obligation to investigate and remediate contamination at a facility may be imposed on current and former owners or operators or on persons who may have sent waste to that facility for disposal. In addition, environmental laws and regulations, and interpretation or enforcement thereof, are constantly evolving and any such changes could impact the business, financial condition or results of operations. Enforcement of these laws and regulations may require the expenditure of material amounts for environmental compliance or cleanup.

Our operations use hazardous materials in the printing process and generate wastewater and air emissions. Some of our historic check and form printing operations at current and former facilities used hazardous materials in greater quantities. In some instances, we have sold these facilities and agreed to indemnify the buyer of the facility for certain environmental liabilities. We may also be subject to liability under environmental laws and regulations for environmental conditions at our current or former facilities or in connection with the disposal of waste generated at these facilities. Although we are not aware of any fact or circumstance which would require the expenditure of material amounts for environmental compliance or cleanup, if environmental liabilities are discovered at our current or former facilities or at locations where our wastes were disposed, we could be required to spend material amounts for environmental compliance or cleanup.

It is generally not possible to predict the ultimate total costs relating to any remediation that may be demanded at any environmental site due to, among other factors, uncertainty regarding the extent of prior pollution, the complexity of applicable environmental laws and regulations and their interpretations, uncertainty regarding future changes to such laws and regulations or their enforcement, the varying costs and effectiveness of alternative cleanup technologies and methods, and the questionable and varying degrees of responsibility and/or involvement by us.

M & F Worldwide, our indirect parent company, and its principal stockholder have significant influence over us, and they could delay, deter or prevent a change of control or other business combination or otherwise cause us to take actions with which you may disagree.

MacAndrews & Forbes Holdings Inc. is a corporation wholly owned by Mr. Ronald O. Perelman. Mr. Perelman, directly and through MacAndrews & Forbes Holdings Inc., beneficially owned, as of May 31, 2007, approximately 38.4% of the outstanding common stock of M & F Worldwide, our indirect parent company, which beneficially owns 100% of our stock and is traded on the New York Stock Exchange. In addition, half of our directors and two of M & F Worldwide’s directors, as well as M & F Worldwide’s senior executives, are affiliated with MacAndrews & Forbes Holdings Inc. As a result, MacAndrews & Forbes Holdings Inc. and its sole stockholder possess significant influence over our business decisions. The interests of our sole stockholder might conflict with your interests as a holder of exchange notes and it may cause us to pursue transactions that, in its judgment, could enhance its equity investment, even though such transactions may involve significant risks to you as a holder of exchange notes. For more information regarding our ownership structure, see ‘‘Summary— Organizational Structure’’ and ‘‘Principal Stockholders.’’

Risks Related to Harland Clarke

The paper check industry overall is a mature industry and check usage is declining. Our business will be harmed if check usage declines faster than expected.

Check and related products and services, including delivery services, account for most of our revenues on a pro forma basis. The check industry overall is a mature industry. The number of checks written in the United States has declined in recent years, and we believe that it will continue to decline due to the increasing use of alternative payment methods, including credit cards, debit cards, smart cards, automated teller machines, direct deposit, wire transfers, electronic and other bill paying

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services, home banking applications and Internet based payment services. According to Global Concepts, Inc., an independent consulting firm hired by the Federal Reserve to analyze check writing patterns, the number of checks written has declined at a compound annual rate of approximately 4.0% from 2000 to 2003 and is forecast to decline at a compound annual rate of approximately 3.7% from 2004 to 2009. The actual rate and extent to which alternative payment methods will achieve consumer acceptance and replace checks, whether as a result of legislative developments, personal preference or otherwise, cannot be predicted with certainty. Changes in technology or the widespread adoption of current technologies may also make alternative payment methods more popular. An increase in the use of any of these alternative payment methods could have a material adverse effect on the demand for checks and a material adverse effect on our business, results of operations and prospects.

Consolidation among financial institutions may adversely affect our relationships with our clients and our ability to sell our products and may therefore result in lower revenues and profitability.

Mergers, acquisitions and personnel changes at financial institutions may adversely affect our business, financial condition and results of operations. In 2006 and for the three months ended March 31, 2007, on a pro forma basis, financial institutions accounted for approximately 82% and 84%, respectively, of Harland Clarke revenues. In recent years, the number of financial institutions has declined due to consolidation. Consolidation among financial institutions could cause us to lose current and potential clients as such clients are, for example, acquired by financial institutions with pre-existing relationships with our competitors. This concentration greatly increases the importance of retaining our major financial institution clients and attracting significant additional clients. The increase in general negotiating leverage possessed by such consolidated entities also presents a risk that new and/or renewed contracts with these institutions may not be secured on terms as favorable as those historically negotiated with these clients. Consolidation among financial institutions could therefore decrease our revenues and profitability.

We are dependent on a few large clients, and adverse changes in our relationships with these highly concentrated clients may adversely affect our revenues and profitability.

The majority of Harland Clarke sales have been, and very likely will continue to be, concentrated among a relatively small group of clients. In 2006 and for the three months ended March 31, 2007, on a pro forma basis, the top 20 Harland Clarke clients represented approximately 42% and 41%, respectively, of Harland Clarke revenues, with sales to Bank of America representing a significant portion of revenues. A number of Harland Clarke client contracts may be terminated by the client for convenience upon written notice or ‘‘for cause.’’ In addition, for various reasons, our clients may not remain as our clients following the completion of the Acquisition. See ‘‘—We may not be able to retain all of Clarke American’s and Harland’s historical clients after the Acquisition, which may have a material, adverse effect on our business prospects, results of operations and financial condition.’’ A s ignificant decrease or interruption in business from any of our significant clients, or the termination of our contracts with any of our most significant clients, could have a material adverse effect on our revenues and profitability.

Our financial results can also be adversely affected by the business practices and actions of our large clients in a number of ways, including timing, size and mix of product orders and supply chain management. Several contracts with our significant clients expire over the next several years. We may not be able to renew them on terms favorable to us, or at all. The loss of one or more of these clients or a shift in the demand by, distribution methods of, pricing to, or terms of sale to, one or more of these clients could materially adversely affect us. The write-off of any significant receivable due from delays in payment or return of products by any of our significant clients would also adversely impact our revenues and profitability.

We face intense competition and pricing pressures in certain areas of our business, which could result in lower revenues, higher costs and lower profitability.

The check printing industry is intensely competitive. In addition to competition from alternative payment methods, we also face considerable competition from other check printers and other similar

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providers of printed products. The principal factors on which we compete are service, convenience, quality, product range and price. We may not be able to compete effectively against current and future competitors, which could result in lower revenues, higher costs and lower profitability.

Interruptions or adverse changes in our vendor or supplier relationships or delivery services could have a material adverse effect on our business.

We have strong relationships with many of the country’s largest paper mills and ink suppliers. These relationships afford us certain purchasing advantages, including stable supply and favorable pricing arrangements. Our supplier arrangements are by purchase order and terminable at will at the option of either party. While we have been able to obtain sufficient paper supplies during recent paper shortages and otherwise, in part through purchases from foreign suppliers, we are subject to the risk that we will be unable to purchase sufficient quantities of paper to meet our production requirements during times of tight supply. An interruption in our relationship with service providers for our digital printers could compromise our ability to fulfill pending orders for checks and related products. Any interruption in supplies or service from these or other vendors or suppliers or delivery services could result in a disruption to our business if we are unable to readily find alternative service providers at comparable rates.

Increased production and delivery costs, such as fluctuations in paper costs, could materially adversely affect our profitability.

Increases in production costs such as paper and labor could adversely affect our profitability, our business, our financial condition and results of operations. For example, our principal raw material in the Harland Clarke business is paper. Any significant increase in paper prices as a result of a short supply or otherwise would adversely affect our costs. In addition, disruptions in parcel deliveries or increases in delivery rates, which are often tied to fuel prices, could also increase our costs. Our contracts with Harland Clarke’s clients may contain certain restrictions on our ability to pass on to clients increased production costs or price increases. In addition, competitive pressures in the check industry may have the effect of inhibiting our ability to reflect these increased costs in the prices of our products and services.

Softness in direct mail response rates could have an adverse impact on our operating results.

Our direct to consumer Harland Clarke business has experienced declines in response and retention rates related to direct mail promotional materials. We believe that these declines are attributable to a number of factors, including the decline in check usage, the overall increase in direct mail solicitations received by our target clients, and the multi-box promotional strategies employed by us and our competitors. To offset these factors, we may have to modify and/or increase our marketing efforts, which could result in increased expense.

The profitability of our direct to consumer Harland Clarke business depends in large part on our ability to secure adequate advertising media placements at acceptable rates, as well as the consumer response rates generated by such advertising. Suitable advertising media may not be available at a reasonable cost, or available at all. Furthermore, the advertising we utilize may not be effective. Competitive pricing pressure may inhibit our ability to reflect any of these increased costs in the prices of our products. We may not be able to sustain our current levels of profitability as a result.

Risks Related to the HFS and Scantron Businesses

If we fail to continually improve the HFS and Scantron products, effectively manage our product offerings and introduce new products and service offerings, our competitive position could erode and our business may suffer.

The markets for the HFS and Scantron products are characterized by technological change, evolving industry standards, changes in client requirements and frequent new product introductions and enhancements. The markets for providing technological solutions to financial institutions,

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educational organizations and other enterprises have been and continue to be intensely competitive, which requires that we continually improve our existing products and create new products while at the same time controlling our costs. We face intense competition from a number of national, regional and local providers of software, some of whom may have greater financial and other resources than we have or may have greater familiarity with our prospective clients than we do. Our future success will depend in part upon our ability to:

	•	continue to enhance and expand our existing products and services;

	•	make our products compatible with future and existing interfaces that achieve popularity within the business application marketplace, including current and future versions of Windows, Unix and IBM iSeries;

	•	enter new markets; and

	•	develop and introduce new products and new services that satisfy increasingly sophisticated client requirements, keep pace with technological and regulatory developments, provide client value and are accepted in the market.

We may not successfully anticipate and develop product enhancements or new products and services to adequately address changing technologies and client requirements. Any such products, solutions or services may not be successful in the marketplace or may not generate expected revenues or cash flow, and the business and results of operations of the HFS and Scantron businesses may be materially and adversely affected as a result.

The revenues, cash flows and results of operations of the HFS business may be reduced if we need to lower prices or offer other favorable terms on our products and services to meet competitive pressures in the software industry.

The market for providing technological solutions to financial institutions has been and continues to be intensely competitive. Some of our competitors have advantages over us due to their significant worldwide presence, longer operating and product development history, larger installed client base, and substantially greater financial, technical and marketing resources. In response to competition, we have been required in the past, and may be required in the future, to furnish additional discounts to clients, otherwise modify our pricing practices or offer more favorable payment terms or more favorable contractual implementation terms. These developments have and may increasingly negatively impact the revenues, cash flows and results of operations of the HFS business.

Consolidation among financial institutions may adversely affect our relationships with HFS clients and our ability to sell our products and may therefore result in lower revenues and profitability.

Mergers, acquisitions and personnel changes at financial institutions may adversely affect the HFS business, financial condition and results of operations. In 2006 and for the three months ended March 31, 2007, on a pro forma basis, financial institutions accounted for approximately 88% and 87%, respectively, of HFS revenues. In recent years, the number of financial institutions has declined due to consolidation. Consolidation among financial institutions could cause us to lose current and potential clients as such clients are, for example, acquired by financial institutions with pre-existing relationships with our competitors. This concentration greatly increases the importance of retaining our major financial institution clients and attracting significant additional clients. The increase in general negotiating leverage possessed by such consolidated entities also presents a risk that new and/or renewed contracts with these institutions may not be sec ured on terms as favorable as those historically negotiated with these clients. Consolidation among financial institutions could therefore decrease our revenues and profitability.

Downturns in general economic and market conditions and reductions in information technology budgets could cause decreases in demand for our software and related services which could negatively affect our revenues, cash flows and results of operations.

Our revenues, cash flows and results of operations depend on the overall demand for our products, software and related services. Economic downturns in one or more of the countries in which

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we do business could result in reductions in the information technology, or IT, budgets for some portion of our clients. Such reductions could result in delays or cancellations of client purchases and could have a material adverse effect on our business, financial position, results of operations and cash flows. Prolonged economic slowdowns may result in clients requiring us to renegotiate existing contracts on less advantageous terms than those currently in place or default on payments due on existing contracts.

As our software offerings increase in number, scope and complexity, our need to prevent any undetected errors and to correct any identified errors may increase our costs, slow the introduction of new products and we may become subject to warranty or product liability claims which could be costly to resolve and result in negative publicity.

Although we test each of our new products and product enhancement releases and evaluate and test the products we obtain through acquisitions before introducing them to the market, significant errors may be found in existing or future releases of our software products, with the possible result that significant resources and expenditures may be required in order to correct such errors or otherwise satisfy client demands. In addition, defects in our products or difficulty integrating our products with our clients’ systems could result in delayed or lost revenues, warranty or other claims against us by clients or third parties, adverse client reaction and negative publicity about us or our products and services or reduced acceptance of our products and services in the marketplace, any of which could have a material adverse effect on our business, financial position, results of operations and cash flows.

Errors, defects or other performance problems of our products could result in harm or damage to our clients and expose us to liability, which may adversely affect our business and operating results.

Because our clients may use our products for mission critical applications, errors, defects or other performance problems may cause financial or other damages to our clients and result in claims for substantial damages against us, regardless of our responsibility for such errors, defects or other performance problems. For example, HFS has been brought into actions challenging certain provisions in HFS’s lending products. In addition, there is a risk that HFS clients use HFS products that may not be up-to-date with regulations or market practice.

The terms of our contracts with our clients are generally designed to limit our liability for errors, defects or other performance problems and damages relating to such errors, defects or other performance problems, but these provisions may not be enforced by a court or otherwise effectively protect us from legal claims. Our liability insurance may not be adequate to cover all of the costs resulting from these legal claims. Our current liability insurance coverage may not continue to be available on acceptable terms and insurers may deny coverage as to any future claim. The successful assertion against us of one or more large claims that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or coinsurance requirements, could have a material adverse effect on our business, financial position, results of operations and cash flows. Furthermore, even if we succee d in the litigation, we are likely to incur additional costs and our management’s attention might be diverted from our normal operations.

Failure to hire and retain a sufficient number of qualified IT professionals could have a material adverse effect on our business, results of operations and financial condition.

Our business of delivering professional IT services is labor intensive, and, accordingly, our success depends upon our ability to attract, develop, motivate, retain and effectively utilize highly skilled IT professionals. We believe that there is a growing shortage of, and significant competition for, IT professionals in the United States who possess the technical skills and experience necessary to deliver our services, and that such IT professionals are likely to remain a limited resource for the foreseeable future. We believe that, as a result of these factors, we operate within an industry that experiences a significant rate of annual turnover of IT personnel. Our business plans are based on hiring and

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training a significant number of additional IT professionals each year to meet anticipated turnover and increased staffing needs. Our ability to maintain and renew existing engagements and to obtain new business depends, in large part, on our ability to hire and retain qualified IT professionals. For the fiscal years ended December 31, 2006 and 2005 and for the three months ended March 31, 2007, attrition was 11.25%, 11.75% and 14.10%, respectively. For the same periods, the number of new hires was 225, 181 and 43, respectively. We may not be able to recruit and train a sufficient number of qualified IT professionals, and we may not be successful in retaining current or future employees. Increased hiring by technology companies and increasing worldwide competition for skilled technology professionals may lead to a shortage in the availability of qualified personnel in the markets in which we operate and hire. Failure to hire and train or retain qualified IT professionals in sufficient num bers could have a material adverse effect on our business, results of operations and financial condition.

We may not receive significant revenues from our current research and development efforts.

Developing and localizing software is expensive, and the investment in product development may involve a long payback cycle. Our future plans include significant investments in software research and development and related product opportunities. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position, but future revenues from these investments are not fully predictable. Therefore, we may not realize any benefits from our research and development efforts in a timely fashion or at all.

The HFS business provides services to clients which are subject to government regulations that could constrain its operations.

The financial services sector is subject to various federal and state regulations and oversight. As a supplier of services to financial institutions, certain HFS operations are examined by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation, among other agencies. These agencies regulate services we provide and the manner in which we operate, and we are required to comply with a broad range of applicable laws and regulations. Current laws and regulations may be amended in the future or interpreted by regulators in a manner which could negatively impact our current HFS operations or limit its future growth.

We may not be able to successfully develop new products and services for our Scantron business, and those products and services may not receive widespread acceptance. As a result, the business, prospects, results of operations and financial condition of Scantron could be materially and adversely affected.

The data collection and educational testing industry has also changed significantly during recent years due to technological advances and regulatory changes, including NCLB, and we need to successfully develop new products and solutions in our Scantron business to respond to those changes. Scantron must continue to keep pace with changes in testing and data collection technology and the needs of its clients. The development of new testing methods and technologies depends on the timing and costs of the development effort, product performance, functionality, market acceptance, adoption rates and competition, all of which could have a negative impact on our business. If we are not able to adopt new electronic data collection solutions at a rate that keeps pace with other technological advances, the business, business prospects, results of operations and financial condition of Scantron could be materially and adversely affected.

Budget deficits may reduce funding available for Scantron products and services and have a negative impact on our revenue.

Our Scantron business derives a significant portion of its revenues from public schools and colleges, which are heavily dependent on local, state and federal governments for financial support. Government budget deficits may negatively impact the availability of funding for Scantron products. Budget deficits experienced by schools or colleges may also cause those institutions to react negatively to future price increases for Scantron products. If budget deficits significantly reduce funding available for our Scantron products and services, our revenue could be negatively impacted.

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If we are not able to obtain paper and other supplies at acceptable quantities and prices, our revenue could be negatively impacted.

We purchase a majority of the paper for our Scantron business from one supplier. We purchase scanner components from equipment manufacturers, supply firms and others. We may not be able to purchase those supplies in adequate quantities or at acceptable prices. If we are forced to obtain paper and other supplies at higher prices or lower quantities, our revenue could be negatively impacted.

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Special Note Regarding Forward Looking Statements

This prospectus contains forward looking statements that reflect management’s current assumptions and estimates of future performance and economic conditions. These statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical facts included in this prospectus, including those regarding our strategy, future operations, financial position, estimated revenues, projected costs, projections, prospects, plans and objectives of management, are forward looking statements. When used in this prospectus, the words ‘‘believes,’’ ‘‘anticipates,’’ ‘‘plans,’’ ‘‘expects,’’ ‘‘intends,’’ ‘‘estimates’’ or similar expressions are intended to identify forward looking statements, although not all forward looking statements contain such identifying words. All forward looking statements speak only as of the date of this prospectus. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward looking statements we make in this prospectus are reasonable, such plans, intentions or expectations may not be achieved. In addition, we encourage you to read the summaries of critical accounting policies in the sections entitled ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clarke American—Critical Accounting Policies and Estimates’’ and ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Harland—Critical Accounting Policies.’’

The factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements contained in this prospectus include:

	•	our substantial indebtedness;

	•	our ability to generate sufficient cash in the future that affects our ability to make payments on the notes and our indebtedness;

	•	covenant restrictions under our indebtedness that may limit our ability to operate our business and react to market changes;

	•	our ability to incur substantially more debt that could exacerbate the risks associated with our substantial leverage;

	•	the maturity of the paper check industry, including a faster than anticipated decline in check usage due to increasing use of alternative payment methods and other factors;

	•	consolidation among financial institutions;

	•	adverse changes among the large financial institution clients on which we depend, resulting in decreased revenues;

	•	intense competition in all areas of our business;

	•	sales and other taxes which could have adverse effects on our business;

	•	our ability to successfully integrate Harland into our business and manage future acquisitions;

	•	our ability to retain Clarke American’s and Harland’s historical clients after the Acquisition;

	•	software defects that could harm our business and reputation;

	•	our ability to implement any or all components of our business strategy or realize all of our expected cost savings or synergies;

	•	our reliance on third party providers for certain significant information technology needs;

	•	our ability to protect our intellectual property rights;

	•	contracts with our clients relating to consumer privacy protection which could restrict our business;

	•	changes in legislation relating to consumer privacy protection which could harm our business;

	•	our ability to protect our client data from account data security breaches;

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	•	technological improvements that may reduce our competitive advantage over some of our competitors;

	•	our ability to attract, hire and retain qualified personnel;

	•	fluctuations in the costs of paper and other supplies;

	•	interruptions or adverse changes in our vendor or supplier relationships;

	•	increased production and delivery costs;

	•	environmental risks;

	•	downturns in general economic and market conditions and reductions in information technology budgets;

	•	the ability of the HFS business to achieve organic growth;

	•	regulations governing the HFS business;

	•	our ability to develop new products for our Scantron business;

	•	future warranty or product liability claims which could be costly to resolve and result in negative publicity;

	•	our Scantron government and school clients’ budget deficits; and

	•	softness in direct mail response rates.

You should read carefully the factors described in the section entitled ‘‘Risk Factors’’ of this prospectus for a description of certain risks that could, among other things, cause actual results to differ from these forward looking statements.

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Use of Proceeds

We will not receive any cash proceeds from the issuance of the exchange notes in exchange for the outstanding initial notes. We are making this exchange solely to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the initial notes. In consideration for issuing the exchange notes, we will receive initial notes in like aggregate principal amount.

We used the proceeds from the sale of the initial notes, together with borrowings under our senior secured credit facilities, to finance the purchase price for the acquisition of Harland’s outstanding common stock, to refinance Clarke American and Harland debt and to pay related premiums, fees and other expenses. Any remaining net proceeds were made available for paying the costs of achieving synergies and for general corporate purposes. The approximate sources and uses of funds in connection with the Transactions were as follows and reflect outstanding balances as of March 31, 2007 (dollars in millions):

Sources:									Uses:
Senior secured credit facilities (1):									Equity purchase price (4)				$	1,423.0
Revolving credit facility (2)				$	—				Refinance Harland prior credit
Senior secured term loan					1,800.0				facility (5)					219.1
Initial notes (3)					615.0				Total purchase price before fees					1,642.1
									Refinance Clarke American prior
									senior secured term loan					393.7
									Refinance Clarke American 2013
									notes (6)					175.0
									Prepayment penalties and
									premiums (6)(7)					41.2
									Total Clarke American refinancing					609.9
									Change of control payments (8)					34.4
									Transaction expenses (9)					78.6
									General corporate purposes (10)					50.0
Total sources				$	2,415.0				Total uses				$	2,415.0

(1) Under certain circumstances, we are permitted to incur additional term loan and/or revolving credit facility indebtedness under our senior secured credit facilities in an aggregate principal amount of up to $250.0 million. See ‘‘Description of Other Indebtedness—Senior Secured Credit Facilities.’’

(2) Our $100.0 million revolving credit facility includes an up to $60.0 million letter of credit subfacility and an up to $30.0 million short-term swing line loan subfacility. See ‘‘Description of Other Indebtedness—Senior Secured Credit Facilities.’’

(3) Includes $310.0 million of initial fixed rate notes and $305.0 million of initial floating rate notes.

(4) Based on a purchase price of $52.75 per fully diluted share.

(5) Reflects balance as of March 31, 2007. Harland debt actually repaid on May 1, 2007 was $228.5 million.

(6) Reflects the assumption that 100% of the 2013 notes were purchased at a price of $1,213.44 per $1,000 principal amount at maturity plus accrued and unpaid interest to the purchase date. See ‘‘Prospectus Summary—The Transactions—The Financing Transactions.’’ In connection with the Acquisition, we conducted a tender offer and consent solicitation for the 2013 notes, which expired on May 3, 2007. In the tender offer, we purchased approximately 99.9% of the outstanding 2013 notes at a purchase price of $1,213.44 per $1,000 principal amount at maturity, plus accrued and unpaid interest to the purchase date. We redeemed the untendered 2013 notes on June 4, 2007 at a price of $1,183.10 per $1,000 principal amount at maturity plus accrued and unpaid interest to that date.

(7) Includes cost and premium to refinance the Clarke American senior secured term loan and purchase the 2013 notes in the tender offer.

(8) Includes payments to senior management of Harland pursuant to change of control provisions in various employment agreements and incentive plans, as well as $11.6 million of employee retention fees.

(9) Includes fees paid in connection with our senior secured credit facilities, initial purchasers’ discounts and commissions in connection with the offering of the initial notes and other legal, accounting, printing and other miscellaneous fees and expenses incurred in connection with the Transactions.

(10) This amount is available to pay a portion of the estimated $64.8 million of anticipated costs associated with achieving synergies. See ‘‘Summary—Cost Savings.’’

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Capitalization

The following table sets forth cash and cash equivalents and the capitalization of Clarke American as of March 31, 2007 and Harland as of March 30, 2007, on an actual basis and our capitalization on a pro forma basis to give effect to the Transactions as if the Transactions were completed on March 31, 2007. For additional information regarding our indebtedness, see ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clarke American—Liquidity and Capital Resources,’’ ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Harland—Financial Condition, Capital Resources and Liquidity,’’ ‘‘Description of Other Indebtedness,’’ ‘‘Description of Notes’’ and ‘‘Use of Proceeds.’’ You should read this table in conjunction w ith ‘‘Selected Historical Consolidated Financial and Operating Data,’’ ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clarke American,’’ ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Harland,’’ ‘‘Unaudited Pro Forma Condensed Consolidated Financial Information’’ and the consolidated financial statements and related notes, in each case, included elsewhere in this prospectus.

			Clarke American Actual						Harland Actual						Pro Forma
			(dollars in millions)
			(unaudited)
Cash and cash equivalents				$	13.9					$	8.4					$	65.7
Debt
Clarke American prior senior secured term loan (1)				$	393.7	(6)				$	—					$	—
Harland prior credit facility (1)					—						219.1						—
Clarke American 2013 notes (2)					175.0						—						—
Senior secured credit facilities (3):
Revolving credit facility (4)					—						—						—
Senior secured term loan (5)					—						—						1,800.0
Total senior secured debt					568.7						219.1						1,800.0
Initial notes (7)					—						—						615.0
Other debt (8)					4.8						0.6						5.2
Total debt					573.5						219.7						2,420.2
Temporary equity					—						5.1	(9)					—
Stockholder’s equity					224.1						320.3						187.6
Total capitalization				$	797.6					$	545.1					$	2,607.8

(1) At the closing of the Transactions on May 1, 2007, this debt was retired.

(2) Reflects the assumption that 100% of the 2013 notes were purchased at a price of $1,213.44 per $1,000 principal amount at maturity plus accrued and unpaid interest to the purchase date. See ‘‘Prospectus Summary—The Transactions—The Financing Transactions.’’ In connection with the Acquisition, we conducted a tender offer and consent solicitation for the 2013 notes, which expired on May 3, 2007. In the tender offer, we purchased approximately 99.9% of the outstanding 2013 notes at a purchase price of $1,213.44 per $1,000 principal amount at maturity, plus accrued and unpaid interest to the purchase date. We redeemed the untendered 2013 notes on June 4, 2007 at a price of $1,183.10 per $1,000 principal amount at maturity plus accrued and unpaid interest to that date.

(3) Under certain circumstances, we are permitted to incur additional term loan and/or revolving credit facility indebtedness under our senior secured credit facilities in an aggregate principal amount of up to $250.0 million. See ‘‘Description of Other Indebtedness—Senior Secured Credit Facilities.’’

(4) Our $100.0 million revolving credit facility will mature on June 28, 2013. This facility includes an up to $60.0 million letter of credit subfacility and an up to $30.0 million short-term swing line loan subfacility. See ‘‘Description of Other Indebtedness—Senior Secured Credit Facilities.’’

(5) Our $1,800.0 million senior secured term loan will mature on June 30, 2014, and we will be required to make scheduled payments of principal in the amount of $18.0 million per year in equal quarterly installments. See ‘‘Description of Other Indebtedness—Senior Secured Credit Facilities.’’

(6) Excludes $1.5 million of unamortized original discount.

(7) Includes $310.0 million of initial fixed rate notes and $305.0 million of initial floating rate notes.

(8) Other debt consists primarily of capital lease obligations.

(9) Temporary equity pursuant to guidance in EITF Topic D-98, ‘‘Classification and Measurement of Redeemable Securities.’’ This amount represents the proportion of grant date intrinsic value for unvested restricted stock awards as of March 30, 2007 with redemption features not solely within the control of Harland resulting from the net cash settlement requirement for unvested restricted stock awards in the merger agreement with M & F Worldwide. The unvested restricted stock awards became fully vested upon consummation of the Acquisition.

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Unaudited Pro Forma Condensed Consolidated Financial Information

The following unaudited pro forma financial data are based on our consolidated financial statements, adjusted to give effect to the Transactions, including:

	•	the completion of the Acquisition;

	•	the incurrence of a senior secured term loan facility with an aggregate principal amount of $1,800.0 million and the $100.0 million revolving credit facility (undrawn at the closing of the Acquisition);

	•	the issuance of $615.0 million of initial notes;

	•	the payment of $78.6 million of fees and expenses, including customary discounts and commissions, in connection with the Transactions;

	•	the repayment of the $393.7 million outstanding amount of Clarke American’s prior senior secured term loan plus $3.9 million of prepayment penalties;

	•	the repayment of $175.0 million of Clarke American’s 2013 notes plus $37.3 million of prepayment premiums; and

	•	the repayment of the $219.1 million outstanding amount of Harland’s credit facility.

The unaudited pro forma condensed consolidated financial information also reflects certain reclassifications of Clarke American line items to conform the historical balance sheet presentation to that of the combined company.

The unaudited condensed consolidated pro forma balance sheet as of March 31, 2007 gives effect to the above transactions as if they had occurred on March 31, 2007. The unaudited pro forma condensed consolidated statements of income for the fiscal year ended December 31, 2006 and the three months ended March 31, 2007 give effect to the above transactions as if they had occurred on January 1, 2006.

The unaudited pro forma condensed consolidated financial information was prepared using the purchase method of accounting. Accordingly, the estimated cost of the Acquisition has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their respective fair values as of March 31, 2007. The final allocation will be based on a complete evaluation of the assets acquired and liabilities assumed on the actual date of the closing of the Acquisition. Accordingly, the information presented in this prospectus may differ materially from the final purchase price allocation. Those allocations are required to be finalized within one year after the completion of the Acquisition.

Preparation of the pro forma financial information was based on assumptions deemed appropriate by our management. The pro forma adjustments and certain assumptions are described in the accompanying notes. The pro forma financial information is unaudited and does not purport to be indicative of the results which actually would have occurred if the above transactions had been consummated as described above, nor does it purport to represent the future financial position and results of operations for future periods. Furthermore, the unaudited pro forma condensed consolidated financial information excludes certain merger-related integration expenses and related charges we expect to incur in future periods. The unaudited pro forma financial information also gives effect to certain identified cost savings as if they had been implemented in their entirety on January 1, 2006. These cost savings were estimated pursuant to EITF issue No. 95-3, ‘‘Recog nition of Liabilities in Connection with a Purchase Business Combination’’. There can be no assurance that all or a portion of such cost savings will be accomplished during any particular period, or at all. The unaudited pro forma financial information should be read in conjunction with ‘‘Use of Proceeds,’’ ‘‘Capitalization,’’ ‘‘Selected Historical Consolidated Financial and Operating Data,’’ ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clarke American,’’ ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Harland,’’ Clarke American’s and Harland’s consolidated financial statements and the related notes included elsewhere in this prospectus.

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Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of March 31, 2007
(dollars in millions)

			Clarke American						Harland (as of March 30, 2007)						Reclassifications						Pro Forma Adjustments						Pro Forma
Assets
Cash and cash equivalents				$	13.9					$	8.4					$	—					$	43.4	(4)				$	65.7
Receivables					26.5						85.8						—						—						112.3
Inventories					12.6						18.7						—						3.6	(5)					34.9
Prepaid expenses and other current assets					17.9						35.9						(3.1	)(1)					33.6	(6)					84.3
Deferred income taxes					—						10.1						3.1	(1)					17.4	(5)(7)					30.6
Total current assets					70.9						158.9						—						98.0						327.8
Property plant and equipment, net					87.2						85.5						—						65.9	(5)					238.6
Long-term investments					—						11.6						—						—						11.6
Goodwill					346.8						367.5						—						592.8	(5)					1,307.1
Other intangible assets					543.6						99.4						—						677.2	(5)					1,320.2
Developed technology and content					—						18.7						—						49.4	(5)					68.1
Upfront contract acquisition payments					—						47.0						30.1	(2)					—						77.1
Other assets					46.0						8.0						(30.1	)(2)					42.2	(8)					66.1
Total assets				$	1,094.5					$	796.6					$	—					$	1,525.5					$	3,416.6
Liabilities and Stockholder’s Equity
Accounts payable				$	25.4					$	41.0					$	—					$	—					$	66.4
Accrued expenses					45.8						60.1						(0.7	)(3)					4.6	(5)(9)					109.8
Deferred revenue					—						86.9						0.7	(3)					(20.6	)(5)					67.0
Income taxes payable					—						19.7						—						(19.7	)(10)					—
Current portion of long-term debt					22.7						0.2						—						(2.9	)(11)					20.0
Total current liabilities					93.9						207.9						—						(38.6	)					263.2
Long-term debt					549.3						219.4						—						1,631.5	(11)					2,400.2
Other deferred liabilities					9.2						43.9						—						(6.1	)(12)					47.0
Deferred income taxes					218.0						—						—						300.6	(5)					518.6
Total liabilities					870.4						471.2						—						1,887.4						3,229.0
Temporary equity					—						5.1						—						(5.1	)(13)					—
Stockholder’s equity					224.1						320.3						—						(356.8	)(14)					187.6
Total liabilities and stockholder’s equity				$	1,094.5					$	796.6					$	—					$	1,525.5					$	3,416.6

The accompanying notes are an integral part of the unaudited pro forma condensed
consolidated balance sheet.

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Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
(dollars in millions)

(1)	Reflects the reclassification of Clarke American’s deferred income taxes from prepaid expenses and other current assets to deferred income taxes.

(2)	Reflects the reclassification of Clarke American’s upfront contract acquisition payments from other assets to upfront contract acquisition payments.

(3)	Reflects the reclassification of Clarke American’s deferred revenue from accrued expenses to deferred revenue.

(4)	Reflects changes to cash and cash equivalents as follows:

Payment of Harland’s accrued interest on prior debt				$	(0.2	)
Payment of Clarke American’s accrued interest on prior debt					(6.3	)
Receipt of proceeds from closing					49.9
Net increase to cash				$	43.4

(5)	Reflects the preliminary allocation of the estimated purchase price over the estimated fair value of assets acquired and liabilities assumed in the Acquisition, as follows:

Purchase price (including estimated fees and expenses of $16.9)										$	1,695.1
Historical Harland stockholders’ equity and temporary equity, net of the after-tax effect of the write-off of Harland’s unamortized deferred financing fees											(324.7	)
Harland debt assumed											(219.7	)
Adjustments to historical basis of assets and liabilities acquired to reflect the preliminary estimates of fair values:
Inventories					3.6
Property, plant and equipment					65.9
Intangible assets					677.2
Developed technology and content					49.4
Deferred revenue					20.6
Deferred lease expense					7.3
Deferred income taxes					(283.2	)
					540.8						(540.8	)
Reduction of income taxes payable relating to stock-based compensation, retention and change in control payments to Harland personnel											(29.5	)
Establishment of restructuring purchase accounting reserves pursuant to EITF 95-3 ‘‘Recognition of Liabilities in Connection with a Purchase Business Combination’’											12.4
Estimated purchase price allocated to goodwill										$	592.8

(6)	Reflects the reclassification of a pro forma net income tax receivable from a liability to an asset (see note (10) below).

(7)	Reflects changes to deferred income taxes payable resulting from:

Deferred tax effect from the payment of $22.8 deferred compensation and change in control payments to Harland personnel				$	8.9
Deferred tax effect from the payment of $21.8 of stock-based compensation to Harland personnel					8.5
Net increase to deferred income taxes				$	17.4

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(8)	Reflects the capitalization of the estimated financing fees and expenses related to the Transactions and the write-off of unamortized deferred financing fees on prior debt as follows:

Write-off Clarke American’s historical deferred financing fees				$	(12.3	)
Write-off Harland’s historical deferred financing fees					(1.1	)
Estimated financing fees and expenses related to the Transactions					55.6
Net increase to other non-current assets				$	42.2

(9)	Reflects the changes to accrued expenses resulting from:

Payment of Clarke American’s accrued interest on prior debt				$	(6.3	)
Payment of Harland’s accrued interest on prior debt					(0.2	)
Payment of property taxes on owned Harland facility					(0.1	)
Elimination of the current portion of Harland’s unamortized deferred lease expense					(1.2	)
Establishment of restructuring purchase accounting reserves pursuant to EITF 95-3 relating to severance benefits and facility closure costs (see ‘‘Summary—Cost Savings’’)					12.4
Net increase to accrued expenses				$	4.6

(10)	Reflects changes to income taxes payable resulting from:

Tax effect of the write-off of Clarke American’s unamortized deferred financing fees and unamortized original discount on prior debt				$	(5.4	)
Tax effect of the write-off of Harland’s unamortized deferred financing fees on prior debt					(0.4	)
Tax effect from the payment of a commitment fee related to financing for the Acquisition					(1.9	)
Tax effect from the payment of a $37.3 prepayment premium on Clarke American 2013 notes					(14.5	)
Tax effect from the payment of a $3.9 prepayment penalty on Clarke American’s prior senior secured term loan					(1.6	)
Tax effect from the payment of $11.6 of retention payments to Harland personnel					(4.5	)
Tax effect for the payment of $64.0 of stock-based compensation to Harland personnel					(25.0	)
Reclassification of pro forma net income tax receivable to an asset					33.6
Net decrease to income taxes payable				$	(19.7	)

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(11)	Reflects the repayment of prior debt and new borrowings related to the Transactions as follows:

Repayment of long-term portion of Clarke American’s prior senior secured term loan				$	(372.5	)
Repayment of Clarke American 2013 notes					(175.0	)
Write-off of long-term portion of the original discount on Clarke American’s prior senior secured term loan					1.1
Repayment of Harland’s prior credit facility					(219.1	)
Borrowings of new senior secured term loan facility, net of current maturities					1,782.0
Issuance of the initial notes					615.0
Net increase in long-term debt, net of current maturities					1,631.5
Repayment of current portion of Clarke American’s prior senior secured term loan					(21.3	)
Write-off of current portion of the original discount on Clarke American’s prior senior secured term loan					0.4
New senior secured term loan facility – current maturities					18.0
Net decrease in current portion of long-term debt					(2.9	)
Net increase in debt				$	1,628.6

(12)	Reflects the elimination of Harland’s long-term deferred lease expense of $6.1 as a result of the preliminary allocation of the purchase price.

(13)	Reflects the elimination of Harland’s temporary equity resulting from the preliminary application of purchase accounting.

(14)	Reflects the changes to stockholder’s equity resulting from:

Elimination of Harland’s stockholders’ equity, including the after-tax effect of the write-off of Harland’s unamortized deferred financing fees				$	(320.3	)
After tax effect of the write-off of Clarke American’s unamortized deferred financing fees and unamortized original discount on prior debt					(8.6	)
After tax effect from the payment of a commitment fee related to financing for the Acquisition					(2.8	)
After tax effect from the payment of the $3.9 prepayment penalty on Clarke American’s prior senior secured term loan					(2.3	)
After tax effect from the payment of the $37.3 prepayment premium on Clarke American 2013 notes					(22.8	)
Net decrease to stockholder’s equity				$	(356.8	)

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Unaudited Pro Forma Condensed Consolidated Statement of Income
Year Ended December 31, 2006
(dollars in millions)

			Clarke American						Harland						Pro Forma Adjustments (1)						Pro Forma
Net revenues				$	623.9					$	1,050.2					$	—					$	1,674.1
Operating expenses
Cost of revenues					389.7						520.8						59.8	(2)					970.3
Selling, general and administrative expenses					147.2						383.7						(40.1	)(3)					490.8
Intangible amortization					—						16.0						(16.0	)(4)					—
Total operating expenses					536.9						920.5						3.7						1,461.1
Operating income					87.0						129.7						(3.7	)					213.0
Interest expense, net					(60.0	)					(16.0	)					(134.3	)(5)					(210.3	)
Other income, net					—						0.9						—						0.9
Income before income taxes					27.0						114.6						(138.0	)					3.6
Provision (benefit) for income taxes					7.5						41.7						(53.8	)(6)					(4.6	)
Income from continuing operations				$	19.5					$	72.9					$	(84.2	)				$	8.2

The accompanying notes are an integral part of the unaudited pro forma condensed
consolidated statement of income.

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Unaudited Pro Forma Condensed Consolidated Statement of Income
Three months ended March 31, 2007
(dollars in millions)

			Clarke American						Harland (three months ended March 30, 2007)						Pro Forma Adjustments (1)						Pro Forma
Net revenues				$	164.6					$	261.1					$	—					$	425.7
Operating expenses
Cost of revenues					102.5						129.0						15.1	(2)					246.6
Selling, general and administrative expenses					38.7						100.4						(10.0	)(3)					129.1
Intangible amortization					—						3.9						(3.9	)(4)					—
Total operating expenses					141.2						233.3						1.2						375.7
Operating income					23.4						27.8						(1.2	)					50.0
Interest expense, net					(15.2	)					(3.3	)					(33.8	)(5)					(52.3	)
Other income, net					—						0.3						—						0.3
Income (loss) before income taxes					8.2						24.8						(35.0	)					(2.0	)
Provision (benefit) for income taxes					3.1						9.4						(13.7	)(6)					(1.2	)
Income (loss) from continuing operations				$	5.1					$	15.4					$	(21.3	)				$	(0.8	)

The accompanying notes are an integral part of the unaudited pro forma condensed
consolidated statement of income.

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Notes to Unaudited Pro Forma Condensed Consolidated Statements of Income
(dollars in millions)

(1)

The year ended December 31, 2006 excludes the effects of the preliminary purchase price allocation adjustment to reduce Harland deferred revenues to fair value of $20.6, because such adjustment is not expected to recur. The pro forma results of operations do not include adjustments for any expected cost savings from the elimination of Clarke American personnel, the closure of Clarke American facilities, estimated procurement savings or the elimination of certain duplicate corporate costs of $54.4 and $13.6 for the fiscal year ended December 31, 2006 and for the three months ended March 31, 2007, respectively. The results for the year ended December 31, 2006 and the three months ended March 31, 2007 also do not include a ny of the estimated $64.8 of anticipated costs associated with achieving synergies as these costs are non-recurring. See ‘‘Summary—Cost Savings.’’

(2)	Reflects adjustments to cost of revenues resulting from the preliminary allocation of the purchase price and expected cost savings pursuant to EITF 95-3 related to the closure of redundant facilities (see ‘‘Summary—Cost Savings’’) as follows:

			Year Ended December 31, 2006						Three Months Ended March 31, 2007
Elimination of Harland’s historical amortization of intangible assets included within cost of revenues				$	(7.2	)				$	(1.6	)
Additional amortization of intangible assets resulting from the preliminary allocation of the purchase price					68.2						17.0
Additional depreciation of property, plant and equipment resulting from the preliminary allocation of the purchase price					7.0						1.8
Expected cost savings from the closure of redundant facilities					(8.2	)					(2.1	)
Net increase in cost of revenues				$	59.8					$	15.1

The fiscal year ended December 31, 2006 excludes the effects of the preliminary purchase price allocation adjustment to increase Harland’s inventory to fair value by approximately $3.6, because such adjustment is not expected to be recurring.

(3)	Adjustment to selling, general and administrative expenses from the preliminary allocation of the purchase price and expected cost savings pursuant to EITF 95-3 related to the elimination of redundant positions and related expenses resulting from the Acquisition (see ‘‘Summary—Cost Savings’’) as follows:

			Year Ended December 31, 2006						Three Months Ended March 31, 2007
Elimination of redundant positions and related expenses				$	(43.8	)				$	(10.9	)
Additional depreciation of property, plant and equipment resulting from the preliminary allocation of the purchase price					3.7						0.9
Adjustments to selling, general and administrative expenses				$	(40.1	)				$	(10.0	)

(4)	Adjustments to amortization of intangible assets from the elimination of Harland’s historical amortization of intangible assets.

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(5)	Reflects adjustments to interest expense related to the borrowings of new debt and the elimination of historical interest expense on both Clarke American and Harland prior credit facilities and Clarke American 2013 notes as follows:

			Year Ended December 31, 2006						Three Months Ended March 31, 2007
New senior secured term loan and the initial notes, including amortization of deferred financing fees				$	209.9					$	52.3
Elimination of historical Clarke American interest expense					(59.7	)					(15.2	)
Elimination of historical Harland interest expense					(15.9	)					(3.3	)
Net increase to interest expense				$	134.3					$	33.8

For the fiscal year ended December 31, 2006 pro forma interest expense does not include an adjustment for the write-off of unamortized Clarke American deferred financing fees of $12.3, the Clarke American original discount of $1.5 and unamortized Harland deferred financing fees of $1.1 because these items are one-time and non-recurring in nature.

A 1/8% change in interest rates on the new variable-rate debt would increase or decrease pro forma interest expense as follows:

			Year Ended December 31, 2006						Three Months Ended March 31, 2007
New credit facilities and notes				$	2.6					$	0.7

(6)	Reflects the tax effect of the pro forma adjustments at an effective rate of 39.0%.

50

Selected Historical Consolidated Financial and Operating Data

Clarke American’s Selected Historical Consolidated Financial and Operating Data

The following table sets forth Clarke American’s selected historical consolidated financial and operating data. The selected consolidated financial and operating data for the fiscal years ended December 31, 2006, 2004, 2003 and 2002, the three months ended March 31, 2005, the period from April 1, 2005 to December 14, 2005, the period from December 15, 2005 to December 31, 2005 and the selected consolidated financial data as of the years ended December 31, 2002 through 2006 have been derived from Clarke American’s audited consolidated financial statements and the notes to those statements. Clarke American’s selected historical consolidated financial and operating data for the three months ended March 31, 2006 and March 31, 2007 and as of March 31, 2006 and March 31, 2007 have been derived from Clarke American’s unaudited consolidated financial statements and the not es to those statements.

Clarke American’s Predecessor (Novar) was not a separate, stand-alone company from Novar plc during the fiscal year ended December 31, 2004 or for the three months ended March 31, 2005, and Clarke American’s Predecessor (Honeywell) was not a separate, stand-alone company from Honeywell during the period from April 1, 2005 through December 14, 2005. The accompanying Clarke American financial statements for those periods have been prepared as if each of Clarke American’s predecessors had existed as a stand-alone company for those relevant periods and reflect balances that were directly attributable to the business Clarke American operated.

The data and the information presented below should be read in conjunction with ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clarke American’’ and Clarke American’s consolidated financial statements and the notes related to those statements appearing elsewhere in this prospectus.

			Predecessor (Novar)																												Predecessor (Honeywell)							Successor
Operating Data			Year Ended December 31,																					Period from Jan. 1 to March 31, 2005							Period from April 1 to December 14, 2005							Period from December 15 to 31, 2005							Year Ended December 31, 2006							Three Months Ended March 31, 2006							Three Months Ended March 31, 2007
			2002							2003							2004(2)
(dollars in millions)
Net revenues				$	551	.8					$	572	.2					$	607	.6					$	154	.4					$	439	.9					$	24	.1					$	623	.9					$	162	.9					$	164	.6
Cost of revenues					335	.7						340	.7						353	.1						91	.1						285	.6						17	.4						389	.7						100	.7						102	.5
Gross profit					216	.1						231	.5						254	.5						63	.3						154	.3						6	.7						234	.2						62	.2						62	.1
Selling, general and administrative expense					121	.2						130	.2						147	.5						39	.2						100	.8						6	.0						147	.2						37	.1						38	.7
Operating income					94	.9						101	.3						107	.0						24	.1						53	.5						0	.7						87	.0						25	.1						23	.4
Interest expense, net					(11	.0	)					(25	.7	)					(19	.1	)					(5	.6	)					(2	.4	)					(2	.8	)					(60	.0	)					(14	.6	)					(15	.2	)
Income (loss) before income taxes					83	.9						75	.6						87	.9						18	.5						51	.1						(2	.1	)					27	.0						10	.5						8	.2
Provision (benefit) for income taxes					45	.4						39	.7						23	.5						7	.5						20	.1						(0	.8	)					7	.5						4	.1						3	.1
Net income (loss)				$	38	.5					$	35	.9					$	64	.4					$	11	.0					$	31	.0					$	(1	.3	)				$	19	.5					$	6	.4					$	5	.1
Other Data
Capital expenditures				$	21	.2					$	15	.7					$	17	.3					$	2	.6					$	14	.7					$	1	.1					$	14	.7						3	.7						1	.6
Depreciation and amortization					22	.7						23	.2						23	.3						5	.7						42	.7						2	.2						54	.5						13	.6						13	.8
Upfront contract acquisition payments					23	.6						28	.9						29	.4						9	.7						14	.9				—									15	.7						4	.4						3	.8
Upfront contract payment amortization					19	.7						20	.6						22	.3						6	.2						17	.4						1	.0						22	.1						5	.9						4	.8
Ratio of earnings to fixed charges(1)					6	.2	x					3	.5	x					5	.0	x					3	.9	x					10	.6	x					0	.3	x					1	.4	x					1	.7	x					1	.3	x
Number of plants					18							14							14							14							12							12							10							12							10
Number of contact centers					8							7							7							7							6							6							6							6							6

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			As of December 31,																														As of March 31,
			Predecessor (Novar)																		Successor
			2002						2003						2004(2)						2005						2006						2006						2007
Balance Sheet Data
(dollars in millions)
Total assets				$	621.7					$	514.3					$	506.8					$	1,149.9					$	1,118.3					$	1,144.8					$	1,094.5
Long-term debt including current portion and short-term borrowings					602.9						611.4						474.1						626.2						603.8						598.5						572.0
Stockholder’s (deficit) equity					(98.8	)					(237.1	)					(101.3	)					201.2						219.3						208.1						224.1

(1) The ratio of earnings to fixed charges is computed by dividing fixed charges into earnings from continuing operations before income taxes and extraordinary items plus fixed charges. Fixed charges include interest, expensed or capitalized, including amortization of deferred financing costs and debt discount and a portion of cash rent expense. The ratio of earnings to fixed charges, on a pro forma basis giving effect to the Transactions, for the fiscal year ended December 31, 2006 and the three months ended March 31, 2007 would have been 1.0x and 1.0x, respectively.

(2) Includes the financial position and results of operations of Alcott Routon, Inc. from the date of its acquisition in March 2004 (see Note 3 to Clarke American’s consolidated financial statements included elsewhere in this prospectus).

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Harland’s Selected Historical Consolidated Financial and Operating Data

The following table sets forth Harland’s selected historical consolidated financial and operating data. The selected consolidated financial and operating data for the fiscal years ended December 31, 2002 through 2006 and the selected consolidated financial data as of the years ended December 31, 2002 through 2006 have been derived from Harland’s audited consolidated financial statements and the notes to those statements included elsewhere in this prospectus. Harland’s selected historical consolidated financial and operating data set forth below for the three months ended March 31, 2006 and March 30, 2007 and as of March 31, 2006 and March 30, 2007 have been derived from Harland’s unaudited consolidated financial statements and the notes to those statements included elsewhere in this prospectus.

The data and the information presented below should be read in conjunction with ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Harland’’ and Harland’s consolidated financial statements and the notes related to those statements appearing elsewhere in this prospectus.

			Year Ended December 31,																														Three Months Ended
			2002						2003						2004						2005						2006						March 31, 2006						March 30, 2007
			(dollars in millions)
Operating Data
Total sales				$	759.9					$	779.1					$	790.3					$	976.6					$	1,050.2					$	272.4					$	261.1
Total cost of sales					397.3						397.2						400.4						491.2						520.8						138.2						129.0
Gross profit					362.6						381.9						389.9						485.4						529.4						134.2						132.1
Selling, general and administrative expense					263.6						290.8						288.2						342.4						383.6						92.0						100.4
Asset impairment charges					—						—						10.3						—						—						—						—
(Gain) loss on disposal of assets					(0.2	)					(1.2	)					(3.4	)					0.1						0.1						—						—
Acquired in-process research and development charge					3.0						—						—						—						—						—						—
Amortization of other intangible assets					2.6						3.3						3.8						11.6						16.0						4.1						3.9
Income from operations					93.6						89.0						91.0						131.3						129.7						38.1						27.8
Other income (expense), net					(8.3	)					(2.4	)					(3.2	)					(8.8	)					(15.1	)					(3.5	)					(3.0	)
Income from continuing operations before income taxes and cumulative effect of change in accounting principle					85.3						86.6						87.8						122.5						114.6						34.6						24.8
Income taxes					33.1						30.8						32.8						46.2						41.7						13.3						9.4
Income from continuing operations before cumulative effect of change in accounting principle					52.2						55.8						55.0						76.3						72.9						21.3						15.4
Cumulative effect of change in accounting principle, net of income taxes					—						—						—						—						0.3						0.3						—
Income (loss) from discontinued operations, net of income taxes					0.2						0.2						0.1						(0.8	)					(5.1	)					(0.3	)					(0.4	)
Net income				$	52.4					$	56.0					$	55.1					$	75.5					$	68.1					$	21.3					$	15.0
Other Data
Capital expenditures				$	32.1					$	28.1					$	28.9					$	23.9					$	23.5					$	6.0					$	6.4
Depreciation and amortization					44.8						48.8						45.4						54.3						56.9						14.9						13.0
Upfront contract acquisition payments					7.6						44.0						27.1						25.2						22.2						17.5						17.6
Upfront contract payment amortization					11.8						14.4						26.4						32.9						31.2						8.0						7.6
Number of plants					19						19						16						16						12						15						11
Number of customer service centers					2						2						2						6						6						6						6
Balance Sheet Data
Total assets				$	550.7					$	567.0					$	573.8					$	819.8					$	793.1					$	826.3					$	796.6
Long-term debt including current portion and short-term borrowings					144.2						127.2						101.3						255.6						211.2						268.8						219.7
Stockholders’ equity					234.0						255.4						274.6						319.1						308.5						324.6						320.3

See Note 2 to Harland’s consolidated financial statements regarding acquisitions in 2006, 2005 and 2004, Note 5 to Harland’s consolidated statements regarding reorganization charges in 2004, Notes 1 and 10 to Harland’s consolidated financial statements regarding the implementation of SFAS No. 123(R) ‘‘Share Based Payments’’ and Note 16 to Harland’s consolidated financial statements regarding its decision to dispose of its printing operation in Mexico.

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Management’s Discussion and Analysis of Financial
Condition and Results of Operations of Clarke American

The following discussion regarding Clarke American’s financial condition and results of operations for the three months ended March 31, 2007 and March 31, 2006, the fiscal year ended December 31, 2006, the successor period from December 15, 2005 to December 31, 2005 and the predecessor periods from April 1, 2005 to December 14, 2005 and from January 1, 2005 to March 31, 2005 and the fiscal year ended December 31, 2004 should be read in connection with the more detailed financial information contained in Clarke American’s consolidated financial statements and their notes included elsewhere in this prospectus. Because the Transactions closed after the end of the fiscal periods discussed, the discussion of such fiscal periods does not give effect to the Transactions or the reorganization of our business into three business segments that occurred as a result of the Post-Acquisition Corporate Reorganization. See ‘‘Summary—Organizational Structure.’’

Business Overview

Prior to the Transactions, Clarke American was a leading provider of checks and related products, direct marketing services and contact center services in the United States. It served financial institutions through its Clarke American and Alcott Routon brands and consumers and businesses directly through its Checks In The Mail and B²Direct brands. Clarke American’s two business segments were the Financial Institution segment (84% of Clarke American’s revenues for the fiscal year ended December 31, 2006) and the Direct to Consumer segment (16% of Clarke American’s revenues for the fiscal year ended December 31, 2006).

Effects of the Transactions

On December 19, 2006, M & F Worldwide entered into a definitive Agreement and Plan of Merger with Harland, pursuant to which, upon the terms and conditions set forth therein, M & F Worldwide would acquire Harland for $52.75 per share in cash. The closing of the Transactions occurred on May 1, 2007. Subsequent to the completion of the Transactions, Clarke American Corp. was renamed ‘‘Harland Clarke Holdings Corp.’’ and completed the Post-Acquisition Corporate Reorganization. See ‘‘Summary—The Transactions.’’

Effects on Results of Operations

We are a leading provider of printed products, software and services and testing and assessment solutions. We serve approximately 15,000 financial and commercial institutions through Harland Clarke, approximately 28,000 clients through HFS, and over 21,000 educational and commercial clients through Scantron. For fiscal year 2006, on a pro forma basis for the Transactions, we fulfilled over 110 million check units, provided software solutions to approximately 39% of all financial institutions in the United States, and sold testing or data collection solutions to public high schools, colleges and universities representing approximately 64% of the U.S. student population.

We expect that the Transactions will greatly increase our revenues, the related cost of sales and selling, general and administrative expense. For fiscal year 2006, on a pro forma basis for the Transactions, we generated revenue of $1,674.1 million, compared to Clarke American revenues of $623.9 million for the fiscal year ended December 31, 2006. The $1,674.1 million of pro forma revenue consists of $1,271.6 million of pro forma Harland Clarke revenue, $324.6 million of historical HFS revenue and $77.9 million of historical Scantron revenue. Our cost of revenues was $970.3 million on a pro forma basis compared with Clarke American’s $389.7 million, and interest expense was $211.7 million on a pro forma basis compared to Clarke American’s $60.0 million. See ‘‘Unaudited Pro Forma Condensed Consolidated Financial Information.’’ As a result of the application of purchase accounting under Statement of Financial Accounting Standards No. 141, ‘‘Business Combinations,’’ we also expect that our depreciation and amortization expense will increase significantly.

Having completed the Acquisition, we are focused on improving operating margins by reducing SG&A expenses, shared services costs and cost of sales, especially in Harland Clarke, where Clarke

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American and Harland had closely aligned capabilities and operations. We expect to achieve a total of $106.4 million in cost savings on a run-rate basis within 18 months and $112.6 million on a run-rate basis within 24 months after the closing of the Transactions. The cost savings on a run-rate basis within 24 months of the closing of the Transactions are expected to consist of $64.6 million of savings in SG&A expense, $22.7 million of savings from shared services and $25.3 million of savings in cost of sales. We expect to spend approximately $64.8 million to achieve the above-outlined anticipated run-rate synergies. The cost to achieve these synergies may be funded in part from proceeds of the financing transactions and available cash.

Presentation of Financial Information

Change in Business Segments

In the Post-Acquisition Corporate Reorganization, we reorganized our business into three business segments, Harland Clarke, HFS and Scantron. Clarke American had two business segments, the Financial Institution segment and the Direct to Consumer segment.

Presentation of Separate Predecessor and Successor Periods

Clarke American Corp. was acquired by M & F Worldwide on December 15, 2005 from Honeywell International Inc. See ‘‘—Acquisition by M & F Worldwide’’ below. Honeywell acquired Clarke American effective April 1, 2005, by purchasing all of the outstanding stock of the company that was then Clarke American’s indirect parent, Novar plc. See ‘‘—Acquisition by Honeywell and Reorganization of Assets under Common Control’’ below.

As a result of the changes in ownership, under GAAP, Clarke American is required to present separately its operating results for its two predecessors. The period during which Clarke American was owned by Honeywell (April 1, 2005 to December 14, 2005) is discussed below as ‘‘Predecessor (Honeywell).’’ The periods prior to Clarke American’s acquisition by Honeywell (the three months ended March 31, 2005 and the 2004 fiscal year) are discussed below as ‘‘Predecessor (Novar).’’ The period subsequent to the acquisition by M & F Worldwide is discussed below as ‘‘Successor.’’ Nevertheless, in the following discussion, the Successor’s results of operations in the year ended December 31, 2006 are compared to the arithmetically combined results of operations from the Predecessor and Successor periods in the year ended December 31, 2005. Similarly , the arithmetically combined results of operations from the Predecessor and Successor periods in the year ended December 31, 2005 are compared to the Predecessor (Novar) results of operations in the year ended December 31, 2004. Management believes this is a useful way to present and discuss Clarke American’s results of operations.

Acquisition by M & F Worldwide

On October 31, 2005, M & F Worldwide and Honeywell entered into a stock purchase agreement in which M & F Worldwide agreed to purchase 100% of the capital stock of Novar USA Inc., a wholly owned subsidiary of Honeywell and the indirect parent of the business of Clarke American, for a cash purchase price of $800.0 million. In connection with this acquisition, M & F Worldwide formed CA Investment Corp., an indirect wholly owned subsidiary of M & F Worldwide. We refer to this acquisition as the ‘‘M & F acquisition.’’

Prior to the M & F acquisition, the business of Clarke American was owned by Novar USA, which indirectly wholly owned the operating subsidiaries of the Clarke American business. In connection with the M & F acquisition, Novar USA and its subsidiaries completed a series of merger transactions to eliminate certain intermediate holding companies. Concurrent with the M & F acquisition, Novar USA and CA Investment completed a series of merger transactions, with CA Investment as the surviving entity. On December 15, 2005, CA Investment purchased 100% of the capital stock of Novar USA and was renamed ‘‘Clarke American Corp.’’

In connection with the M & F acquisition, Honeywell agreed to indemnify Clarke American for losses caused by breaches of Honeywell’s representations, warranties and covenants, pre-closing taxes

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and other specified matters described in the stock purchase agreement. Claims for breaches of representations and warranties must have been made by Clarke American by December 15, 2006 and were generally subject to a deductible basket of $8.0 million and a cap of $160.0 million. No such claims were made. Certain claims related to certain environmental matters, taxes and the capitalization of Novar USA and its subsidiaries survive for longer periods of time and are not subject to any deductible basket or cap. Certain representations regarding corporate authorization of the transactions, capitalization, the sophistication of the parties and the nonreliance of the parties on the matters beyond those set forth in the stock purchase agreement survive indefinitely. Covenant breaches and other indemnification events in the stock purchase agreement are not subject to a deductible basket or a cap.

Acquisition by Honeywell and Reorganization of Assets under Common Control

Effective April 1, 2005, Clarke American was acquired by Honeywell, when a subsidiary of Honeywell purchased all of the outstanding stock of Novar plc. Novar plc held a number of businesses, including the one Clarke American operated. Novar USA, which held Clarke American’s business, was a subsidiary of Novar plc. On May 4, 2005, Honeywell reorganized the business of Novar plc so that other businesses formerly held by Novar USA were transferred out of Novar USA, with Clarke American’s business remaining as the only one held by Novar USA. The financial statements for periods prior to the completion of the M & F acquisition on December 15, 2005 that are presented and discussed in this prospectus are those of Novar USA, giving effect to the acquisition by Honeywell and the subsequent reorganizations.

Clarke American’s Predecessor (Novar) was not a separate, stand-alone company from Novar plc during the fiscal years ended December 31, 2002, 2003 and 2004 and for the three months ended March 31, 2005, and Clarke American’s Predecessor (Honeywell) was not a separate, stand-alone company from Honeywell during the period from April 1, 2005 to December 14, 2005. The accompanying Clarke American financial statements for those periods have been prepared as if each of Clarke American’s predecessors had existed as a stand-alone company for the relevant period and reflect balances that were directly attributable to the business Clarke American operates. Nevertheless, certain amounts of the corporate expenses of Clarke American’s then parent companies that were incurred while the relevant predecessor was not a stand-alone company, including legal personnel, tax personnel, accounting personnel, risk manageme nt personnel, infrastructure and other costs, although not directly attributable to Clarke American’s business, have been allocated to the relevant predecessor company on a basis Clarke American, its predecessor and the relevant parent company believed to be a reasonable reflection of the benefits received. Nevertheless, the costs as allocated to the relevant predecessor are not necessarily indicative of the costs that Clarke American would have incurred if it had performed these functions as a stand-alone entity. For this reason, the financial information for periods prior to the completion of M & F acquisition on December 15, 2005 included in this prospectus does not necessarily reflect what Clarke American’s financial position, results of operations, changes in stockholder’s equity and cash flows would have been if the relevant predecessor had been a separate, stand-alone entity during the periods presented.

In addition, as a result of Clarke American’s acquisition by Honeywell, the results of operations for the Predecessor (Honeywell) period from April 1, 2005 to December 14, 2005 reflect the allocation, in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations, of the purchase price paid by Honeywell to Clarke American’s assets and the corresponding increase in the carrying value of those assets that resulted in higher depreciation and amortization expenses in the Predecessor (Honeywell) period as compared to the Predecessor (Novar) periods. See the notes to Clarke American’s consolidated financial statements included elsewhere in this prospectus.

Related Party Financing Activities

Substantially all of the interest income and interest expense in the predecessor periods presented relates to long-term notes payable to and other notes receivable from the relevant parent company

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and other related parties. Substantially all of the cash used in and provided by financing activities in the predecessor periods presented were also associated with related party financing activities, such as the repayment and incurrence of notes to affiliates. All of the related party notes payable and related party receivables were retired as of the completion of the M & F acquisition on December 15, 2005. In addition, a significant portion of Clarke American’s incremental cash from operating activities in the periods prior to the completion of the M & F acquisition on December 15, 2005 was generated by transactions with affiliates, which were discontinued after the completion of the M & F acquisition. Accordingly, interest income, interest expense, cash from operating activities and cash used in financing activities for predecessor periods may not be indicative of Clarke American’s future performance.

Restructuring Charges

Clarke American has taken restructuring actions in the past in an effort to achieve manufacturing and contact center efficiencies and cost savings. Past actions have included manufacturing plant closures, contact center consolidations and staffing reductions. We anticipate continued restructuring actions, where appropriate, to realize process efficiencies, efficiently integrate Harland and remain competitive in the marketplace. For the fiscal year ended December 31, 2006, Clarke American incurred restructuring expenses of $3.3 million, as the result of a reduction in force at the corporate office and the closures of two production facilities. Of this amount, $1.3 million was recorded in cost of revenues and $2.0 million was recorded in selling, general and administrative expenses. Of the $2.2 million of restructuring expense incurred during 2005, $1.4 million was recorded in cost of revenues and $0.8 million was recorded i n selling, general and administrative expenses. The $0.7 million of restructuring expense incurred during 2004 was recorded in selling, general and administrative expenses.

During the three months ended March 31, 2007, Clarke American established $1.2 million in reserves primarily related to the closure of a contact center and a printing plant. These reserves were recorded as $0.9 million in cost of revenues and $0.3 million in selling, general and administrative expenses. During this same period, Clarke American sold $0.5 million in assets and recognized an insignificant gain related to a prior facility closure. No reserves were established during the three months ended March 31, 2006. As a result of the Acquisition, we anticipate that we will have an increased amount of restructuring charges as we work to achieve synergies and reduce costs.

Line Items Presented

Net revenues.    Net revenues include amounts billed by Clarke American’s Financial Institution segment to financial institution clients and amounts billed by Clarke American’s Direct to Consumer segment to consumers for products, services, shipping and handling. Revenues are presented net of rebates, discounts and amortization of upfront contract acquisition payments.

Cost of revenues.    Clarke American’s cost of revenues consists of direct material, delivery and other manufacturing costs, including labor and overhead, depreciation and amortization expense with respect to manufacturing assets, fixed asset depreciation, amortization of intangible assets, and reserves for obsolete and slow-moving inventory. Cost of revenues also includes costs incurred in Clarke American’s contact centers, including labor, depreciation and overhead.

Selling, general and administrative expenses.    Clarke American’s selling, general and administrative expenses consist of selling expense (which includes sales staff salaries and bonuses), advertising and promotion (which includes direct marketing expenses) and administrative expense (which includes corporate expenses and bonuses). In addition, selling, general and administrative expenses also include depreciation and amortization with respect to certain corporate administrative assets and information technology infrastructure costs.

Economic and Other Factors Affecting Clarke American’s Business

While the total non-cash payments, including checks, credit cards, debit cards and other electronic forms of payment, are growing, the number of checks written has declined in recent years.

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Management believes that the number of checks printed is driven by the number of checks written, the number of new checking accounts opened and reorders reflecting changes in consumers’ personal situations, such as name or address changes. According to a 2004 Federal Reserve study (the most recent Federal Reserve study available), checks were still the single most popular form of non-cash payments, representing 45% of total non-cash payments, with approximately 37 billion checks written annually.

The financial institution outsourcing services industry is highly competitive and fragmented with quality and breadth of service offerings and strength of client relationships among the key competitive factors. Within this category, we compete with large outsourcing services providers that offer a wide variety of services including those that compete with our primary offerings—specifically payment services, technological solutions, marketing services, and teleservices. There are also other competitors that specialize in providing one or more of these services.

The Financial Institution segment’s operating results are also modestly impacted by consumer confidence and employment. Consumer confidence directly correlates with consumer spending, while employment also impacts revenues through the number of new checking accounts being opened. To a lesser degree, business confidence impacts a portion of the Financial Institution segment.

The Direct to Consumer segment’s operating results are also driven by consumer confidence and employment. Consumer confidence directly correlates with consumer spending, while employment also impacts revenues through the number of new checking accounts opened.

Results of Operations—Consolidated

Three Months Ended March 31, 2007 Compared to Three Months Ended March 31, 2006.

Net Revenues

			Three Months Ended March 31,
$ in millions			2007						2006
Net revenues				$	164.6					$	162.9

The 1.0% increase in revenues was primarily driven by an increase in revenues per unit, partially offset by a decline in units. The decline in unit volume was attributable to volume declines in both the Financial Institution segment and the Direct to Consumer segment. Revenues per unit increased in both the Financial Institution segment and the Direct to Consumer segment.

Cost of Revenues

			Three Months Ended March 31,
$ in millions			2007						2006
Cost of revenues				$	102.5					$	100.7
Gross margin %					37.7	%					38.2	%

Gross margin declined 0.5 percentage points for the three months ended March 31, 2007 to 37.7%. The decrease in gross margin percentage was attributable to increased restructuring expenses related to facility closures and increased costs for a large client, partially offset by cost reductions and a decrease in non-cash amortization expenses related to fair value adjustments to assets recorded as part of the M & F acquisition on December 15, 2005. Non-cash expenses related to the fair value adjustments were $7.6 million and $8.7 million for the three months ended March 31, 2007 and March 31, 2006, respectively.

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Selling, General and Administrative Expenses

			Three Months Ended March 31,
$ in millions			2007						2006
Selling, general and administrative expenses				$	38.7					$	37.1
% of revenues					23.5	%					22.8	%

Selling, general and administrative expenses as a percentage of revenues increased 0.7 percentage points to 23.5% for the three months ended March 31, 2007. The increase in selling, general and administrative expenses as a percentage of revenues was primarily attributable to additional expense associated with various incentive plans and restructurings, partially offset by cost reductions.

Interest Expense, net

			Three Months Ended March 31,
$ in millions			2007						2006
Interest expense, net				$	(15.2	)				$	(14.6	)

Interest expense increased by $0.6 million for the three months ended March 31, 2007. The increase in interest expense was primarily attributable to write-offs of deferred financing fees and original discount as a result of a mandatory excess cash flow payment in the 2007 period (which was not required in the 2006 period) and increases in interest rates, which were partially offset by lower interest expense due to the repayment of debt.

Provision for Federal and State Income Taxes

			Three Months Ended March 31,
$ in millions			2007						2006
Provision for income taxes				$	3.1					$	4.1
Effective income tax rate					37.8	%					39.0	%

The effective tax rate decreased 1.2 percentage points for the three months ended March 31, 2007 to 37.8%. The decrease is due to lower state income taxes and an increase in the production activities deduction.

Fiscal Year 2006 Compared to Combined Fiscal Year 2005

Net Revenues

			Successor						Combined						Successor						Predecessor (Honeywell)						Predecessor (Novar)
$ in millions			Year Ended December 31, 2006						Year Ended December 31, 2005						Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005
Net revenues				$	623.9					$	618.4					$	24.1					$	439.9					$	154.4

The 0.9% increase in revenues was mainly driven by an increase in revenues per unit offset by a decline in units. The decline in unit volume was attributable to volume declines in both the Financial Institution segment and the Direct to Consumer segment. Revenues per unit increased in both the Financial Institution segment and the Direct to Consumer segment.

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Cost of Revenues

			Successor						Combined						Successor						Predecessor (Honeywell)						Predecessor (Novar)
$ in millions			Year Ended December 31, 2006						Year Ended December 31, 2005						Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005
Cost of revenues				$	389.7					$	394.1					$	17.4					$	285.6					$	91.1
Gross margin %					37.5	%					36.3	%					27.8	%					35.1	%					41.0	%

Gross margin improved 1.2 percentage points in 2006 to 37.5%. The increase in gross margin percentage was primarily attributable to increased revenues per unit and cost reductions, partially offset by an increase in non-cash amortization expenses related to fair value adjustments to assets recorded as part of the acquisition by Honeywell on April 1, 2005 and the M & F acquisition on December 15, 2005. Non-cash expenses related to fair value adjustments to assets as part of the acquisitions were $31.2 million and $30.7 million for the fiscal years ended December 31, 2006 and December 31, 2005, respectively.

Selling, General and Administrative Expenses

			Successor						Combined						Successor						Predecessor (Honeywell)						Predecessor (Novar)
$ in millions			Year Ended December 31, 2006						Year Ended December 31, 2005						Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005
Selling, general and administrative expenses				$	147.2					$	146.0					$	6.0					$	100.8					$	39.2
% of revenues					23.6	%					23.6	%					24.9	%					22.9	%					25.4	%

Selling, general and administrative expenses, as a percentage of revenues, remained flat at 23.6%. Selling, general and administrative expenses as a percentage of revenues primarily benefited from a $3.4 million reduction in stock option compensation related to a plan that was terminated in 2005 and other cost reductions. Offsetting the reductions to selling, general and administrative expenses were a $1.9 million increase in bonus expense related to improved performance of the business, and approximately $2.5 million of incremental accounting, legal and risk management costs resulting from our becoming a stand-alone company, subject to Exchange Act reporting requirements, after the M & F acquisition.

Interest Expense, net

			Successor						Combined						Successor						Predecessor (Honeywell)						Predecessor (Novar)
$ in millions			Year Ended December 31, 2006						Year Ended December 31, 2005						Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005
Interest expense, net				$	(60.0	)				$	(10.8	)				$	(2.8	)				$	(2.4	)				$	(5.6	)

Interest expense, net increased by $49.2 million for the fiscal year ended December 31, 2006, primarily as the result of issuing new debt, net of the original discount, of $620.1 million in December 2005 in connection with the M & F acquisition. Partially offsetting the impact of the new debt was the retirement of related party debt in 2005. See ‘‘—Presentation of Financial Information—Related Party Financing Activities.’’

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Provision (Benefit) for Federal and State Income Taxes

			Successor						Combined						Successor						Predecessor (Honeywell)						Predecessor (Novar)
$ in millions			Year Ended December 31, 2006						Year Ended December 31, 2005						Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005
Statutory tax expense (benefit)					$9.4						$23.7						$(0.7	)					$17.9						$6.5
Provision (benefit) for state income taxes, net of federal benefit and other					1.0						2.0						(0.1	)					1.4						0.7
Subtotal					10.4						25.7						(0.8	)					19.3						7.2
Changes in state tax rates					(2.9	)					—						—						—						—
Establishment of liabilities for tax reserves					—						1.1						—						0.8						0.3
Total income tax expense (benefit)					$7.5						$26.8						$(0.8	)					$20.1						$7.5
Effective tax rates:
Statutory tax expense					35.0	%					35.0	%					35.0	%					35.0	%					35.0	%
Provision for state income taxes, net of federal benefit and other					3.6	%					3.1	%					2.2	%					2.7	%					3.9	%
Subtotal					38.6	%					38.1	%					37.2	%					37.7	%					38.9	%
Changes in state tax rates					(10.8	%)					0.0	%					0.0	%					0.0	%					0.0	%
Establishment of liabilities for tax reserves					0.0	%					1.6	%					0.0	%					1.5	%					1.6	%
Effective income tax rate					27.8	%					39.7	%					37.2	%					39.2	%					40.5	%

The effective tax rate decreased 11.9 percentage points for the fiscal year ended December 31, 2006 to 27.8%. The majority (10.8 percentage points or $2.9 million) of this decrease is due to the effects of changes in 2006 in enacted state tax rates on deferred tax balances. The remaining 1.1 percentage points of this decrease is attributable to a reduction of $1.0 million in state income tax expense and $1.1 million in the accruals for tax reserves recorded during the year ended December 31, 2005. These additional accruals for tax reserves in 2005 were made based upon periodic reviews of potential tax liabilities. As part of the M & F acquisition, Honeywell agreed to provide us indemnification for liabilities on tax positions that relate to pre-M & F acquisition periods.

Combined Fiscal Year 2005 Compared to Predecessor (Novar) Fiscal Year 2004

Net Revenues

			Successor						Predecessor (Honeywell)						Predecessor (Novar)						Combined						Predecessor (Novar)
$ in millions			Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005						Year Ended December 31, 2005						Year Ended December 31, 2004
Net revenues				$	24.1					$	439.9					$	154.4					$	618.4					$	607.6

The 1.8% increase in revenues was mainly driven by a 2.6% increase in revenues per unit offset by a 0.7% decline in units. The decline in unit volume was largely attributable to volume declines in the Direct to Consumer segment, partially offset by growth in the Financial Institution segment. Revenues per unit increased in both the Financial Institution segment (which included the full year impact of Alcott Routon, which Clarke American acquired in March 2004) and the Direct to Consumer segment.

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Cost of Revenues

			Successor						Predecessor (Honeywell)						Predecessor (Novar)						Combined						Predecessor (Novar)
$ in millions			Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005						Year Ended December 31, 2005						Year Ended December 31, 2004
Cost of revenues				$	17.4					$	285.6					$	91.1					$	394.1					$	353.1
Gross margin %					27.8	%					35.1	%					41.0	%					36.3	%					41.9	%

Gross margin declined 5.6 percentage points in 2005 to 36.3%. Included in 2005 is $30.7 million of incremental cost of revenues related to the fair value adjustments to assets recorded in the Honeywell acquisition effective April 1, 2005 and in the M & F acquisition effective December 15, 2005, which accounted for 5.0 percentage points of the gross margin decline. A portion of the decline was attributable to an incremental $1.3 million of legal settlements received in 2004 against which no costs were incurred.

Selling, General and Administrative Expenses

			Successor						Predecessor (Honeywell)						Predecessor (Novar)						Combined						Predecessor (Novar)
$ in millions			Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005						Year Ended December 31, 2005						Year Ended December 31, 2004
Selling, general and administrative expenses				$	6.0					$	100.8					$	39.2					$	146.0					$	147.5
% of revenues					24.9	%					22.9	%					25.4	%					23.6	%					24.3	%

Selling, general and administrative expenses, as a percentage of revenues, decreased 0.7 percentage points to 23.6% reflecting success of Clarke American’s cost management efforts. Also, included in 2005 are $3.9 million of charges related to incremental acquisition related fair value adjustments to assets, restructuring and a contingent performance bonus related to the acquisition of Alcott Routon in March 2004. Partially offsetting these charges was a $3.5 million reduction in 2005 charges related to a stock option plan that was terminated in 2005 and group management fees charged by Clarke American’s former parent companies.

Interest Expense, net

			Successor						Predecessor (Honeywell)						Predecessor (Novar)						Combined						Predecessor (Novar)
$ in millions			Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005						Year Ended December 31, 2005						Year Ended December 31, 2004
Interest expense, net				$	(2.8	)				$	(2.4	)				$	(5.6	)				$	(10.8	)				$	(19.1	)

Substantially all interest income and interest expense for years ended December 31, 2005 and 2004, was realized or incurred in connection with related party transactions with the exception of $2.8 million of interest expense incurred in the Successor period related to the new debt created as a result of the M & F acquisition. See ‘‘—Presentation of Financial Information—Related Party Financing Activities.’’ Interest expense, net declined by $8.3 million, primarily as the result of retiring related party debt.

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Provision (Benefit) for Federal and State Income Taxes

			Successor						Predecessor (Honeywell)						Predecessor (Novar)						Combined						Predecessor (Novar)
$ in millions			Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005						Year Ended December 31, 2005						Year Ended December 31, 2004
Statutory tax (benefit) expense				$	(0.7	)				$	17.9					$	6.5					$	23.7					$	30.8
(Benefit) provision for state income taxes, net of federal benefit and other					(0.1	)					1.4						0.7						2.0						5.3
Subtotal					(0.8	)					19.3						7.2						25.7						36.1
Establishment (release) of liabilities for tax reserves					—						0.8						0.3						1.1						(12.6	)
Total income tax (benefit) expense				$	(0.8	)				$	20.1					$	7.5					$	26.8					$	23.5
Effective tax rates:
Statutory tax expense					35.0	%					35.0	%					35.0	%					35.0	%					35.0	%
Provision for state income taxes, net of federal benefit and other					2.2	%					2.7	%					3.9	%					3.1	%					6.0	%
Subtotal					37.2	%					37.7	%					38.9	%					38.1	%					41.0	%
Establishment (release) of liabilities for tax reserves					0.0	%					1.5	%					1.6	%					1.6	%					(14.3	%)
Effective income tax rate					37.2	%					39.2	%					40.5	%					39.7	%					26.7	%

The effective tax rate increased 13.0 percentage points in 2005 to 39.7%. The majority of this increase is attributable to a change in accrued liabilities for tax reserves, including a release of $12.6 million of reserves no longer needed as certain tax contingencies were resolved in 2004 and incremental accruals of $1.1 million in 2005, which accounted for an increase of 15.9 percentage points in the effective tax rate. These releases or additional accruals for tax reserves are made based upon annual reviews of potential tax liabilities. As part of the M & F acquisition, Honeywell agreed to provide indemnification for liabilities on tax positions that relate to periods prior to the M & F acquisition.

Results of Operations—Review of Business Segments

Three Months Ended March 31, 2007 Compared to Three Months Ended March 31, 2006

			Three Months Ended March 31,
$ in millions			2007						2006
Consolidated Net Revenues
Financial Institution				$	138.2					$	136.6
Direct to Consumer					26.4						26.3
Total				$	164.6					$	162.9
Operating Income
Financial Institution				$	20.2					$	22.1
Direct to Consumer					3.2						3.0
Total				$	23.4					$	25.1

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Financial Institution Segment

			Three Months Ended March 31,
$ in millions			2007						2006
Net revenues				$	138.2					$	136.6
Operating income				$	20.2					$	22.1
% of revenues					14.6	%					16.2	%

Net Revenues

Revenues increased 1.2% for the three months ended March 31, 2007. This increase was driven by an increase in revenues per unit, partially offset by a decrease in unit volume. Revenues per unit increased largely due to an increase in revenues for a large client, partially offset by reduced spending from some direct marketing customers. The decrease in unit volume is largely attributable to check usage declines.

Operating Income

Operating income as a percentage of net revenues declined 1.6 percentage points in the 2007 period to 14.6%. The decrease in operating margin percentage was primarily attributable to additional expense associated with various incentive plans and restructuring expenses, partially offset by cost reductions and a decrease in non-cash expenses related to fair value adjustments to assets recorded as part of the M & F acquisition. Such non-cash expenses related to fair value adjustments to assets as part of the M & F acquisition were $6.5 million and $7.4 million, respectively, for the three months ended March 31, 2007 and March 31, 2006.

Direct to Consumer Segment

			Three Months Ended March 31,
$in millions			2007						2006
Net revenues				$	26.4					$	26.3
Operating income				$	3.2					$	3.0
% of revenues					12.1	%					11.4	%

Net Revenues

Revenues increased by 0.4% for the three months ended March 31, 2007. This was driven by an increase in revenues per unit, partially offset by a decline in unit volume. Revenues per unit increased largely due to ordinary-course price increases implemented early in 2007. The decrease in unit volume was primarily attributable to check usage declines and lower customer response rates to direct mail advertisements.

Operating Income

Operating income as a percentage of net revenues increased by 0.7 percentage points in the three months ended March 31, 2007 period, compared to the prior year period, to 12.1%. Included in total expenses are non-cash expenses related to fair value adjustments to assets recorded as part of the M & F acquisition. The improvement in operating margin percentage is largely attributable to a decrease in such non-cash expenses related to fair value adjustments to assets as part of the M & F acquisition, which were $1.5 million and $1.7 million, respectively, for the three months ended March 31, 2007 and March 31, 2006. Other improvements to operating income as a percentage of revenues were primarily attributable to increased revenues per unit and cost reductions, partially offset by lower unit volumes.

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Fiscal Year 2006 Compared to Combined Fiscal Year 2005

			Successor						Combined						Successor						Predecessor (Honeywell)						Predecessor (Novar)
$ in millions			Year Ended December 31, 2006						Year Ended December 31, 2005						Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005
Consolidated Net Revenues
Financial Institution				$	523.0					$	521.7					$	20.3					$	371.8					$	129.6
Direct to Consumer					100.9						96.7						3.8						68.1						24.8
Total				$	623.9					$	618.4					$	24.1					$	439.9					$	154.4
Operating Income
Financial Institution				$	76.8					$	70.6					$	0.5					$	49.4					$	20.7
Direct to Consumer					10.2						7.7						0.2						4.1						3.4
Total				$	87.0					$	78.3					$	0.7					$	53.5					$	24.1

Financial Institution Segment

			Successor						Combined						Successor						Predecessor (Honeywell)						Predecessor (Novar)
$ in millions			Year Ended December 31, 2006						Year Ended December 31, 2005						Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005
Net revenues				$	523.0					$	521.7					$	20.3					$	371.8					$	129.6
Operating income				$	76.8					$	70.6					$	0.5					$	49.4					$	20.7
% of revenues					14.7	%					13.5	%					2.5	%					13.3	%					16.0	%

Net Revenues

Revenues increased 0.2% for the fiscal year ended December 31, 2006. This increase was driven by an increase in revenues per unit, partially offset by a decrease in unit volume. Revenues per unit increased largely due to new products and services and ordinary-course price increases, partially offset by the non-recurrence of a one-time project that occurred in 2005 and reduced spending with some direct marketing clients. The decline in unit volume is largely attributable to the loss of a large client in the fourth quarter of 2005 and check usage declines.

Operating Income

Operating income as a percentage of revenues rose 1.2 percentage points for the fiscal year ended December 31, 2006, to 14.7%. The improvement in operating income as a percentage of revenues was primarily attributable to increased revenues per unit, cost reductions and a decrease in stock option compensation. The reduction to stock option compensation of $2.8 million was related to a plan that was terminated in 2005. Partially offsetting the improvements in operating income as a percentage of revenues was an increase in non-cash expenses related to fair value adjustments to assets recorded as part of the acquisition by Honeywell on April 1, 2005 and the M & F acquisition on December 15, 2005. Included in total expenses were non-cash amortization expenses related to fair value adjustments to assets as part of the acquisitions, of $26.0 million and $25.9 million for the fiscal years ended December 31, 2006 and December 31, 2005, respectively.

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Direct to Consumer Segment

			Successor						Combined						Successor						Predecessor (Honeywell)						Predecessor (Novar)
$ in millions			Year Ended December 31, 2006						Year Ended December 31, 2005						Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005
Net revenues				$	100.9					$	96.7					$	3.8					$	68.1					$	24.8
Operating income				$	10.2					$	7.7					$	0.2					$	4.1					$	3.4
% of revenues					10.1	%					8.0	%					5.3	%					6.0	%					13.7	%

Net Revenues

Revenues increased 4.3% for the fiscal year ended December 31, 2006. Revenues per unit increased largely due to sales of non-check products and services such as stationery, deposit management products, secure delivery and fulfillment programs. Offsetting the revenue increase was a decrease in unit volume, which was largely attributable to industry check usage declines and lower customer response rates to direct mail advertisements.

Operating Income

Operating income as a percentage of revenues rose 2.1 percentage points for the fiscal year ended December 31, 2006, to 10.1%. The improvement in operating income as a percentage of revenues was primarily attributable to increased revenues per unit, cost reductions and a decrease in stock option compensation. The reduction to stock option compensation of $0.6 million is related to a plan that was terminated in 2005.

Combined Fiscal Year 2005 Compared to Predecessor (Novar) Fiscal Year 2004

			Successor						Predecessor (Honeywell)						Predecessor (Novar)						Combined						Predecessor (Novar)
$ in millions			Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005						Year Ended December 31, 2005						Year Ended December 31, 2004
Consolidated Net Revenues
Financial Institution				$	20.3					$	371.8					$	129.6					$	521.7					$	509.8
Direct to Consumer					3.8						68.1						24.8						96.7						97.8
Total				$	24.1					$	439.9					$	154.4					$	618.4					$	607.6
Operating Income
Financial Institution				$	0.5					$	49.4					$	20.7					$	70.6					$	95.4
Direct to Consumer					0.2						4.1						3.4						7.7						12.4
Other(1)					—						—						—						—						(0.8	)
Total				$	0.7					$	53.5					$	24.1					$	78.3					$	107.0

(1) Other represents general and administrative expenses that were not allocated to the segments.

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Financial Institution Segment

			Successor						Predecessor (Honeywell)						Predecessor (Novar)						Combined						Predecessor (Novar)
$ in millions			Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005						Year Ended December 31, 2005						Year Ended December 31, 2004
Net revenues				$	20.3					$	371.8					$	129.6					$	521.7					$	509.8
Operating income				$	0.5					$	49.4					$	20.7					$	70.6					$	95.4
% of revenues					2.5	%					13.3	%					16.0	%					13.5	%					18.7	%

Net Revenues

The 2.3% increase in revenues in 2005 was driven by a slight increase in unit volume and increased revenues per unit attributable to the full year impact and strong organic growth from Alcott Routon, which Clarke American acquired in March 2004. The slight increase in unit volume was largely attributable to the addition of two large financial institution clients and was partially offset by check usage decline. Revenues per unit declines were largely offset by increased units through Clarke American’s preferred channels, which generally generate higher revenues per unit than orders placed through its other order channels.

Operating Income

Operating income as a percentage of revenues declined 5.2 percentage points in 2005 to 13.5%. Included in 2005 is $25.2 million of incremental cost of sales and intangible and other amortization related to the Honeywell acquisition effective April 1, 2005 and the M & F acquisition effective December 15, 2005, which accounted for 4.9 percentage points of the decline.

Direct to Consumer Segment

			Successor						Predecessor (Honeywell)						Predecessor (Novar)						Combined						Predecessor (Novar)
$ in millions			Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005						Year Ended December 31, 2005						Year Ended December 31, 2004
Net revenues				$	3.8					$	68.1					$	24.8					$	96.7					$	97.8
Operating income				$	0.2					$	4.1					$	3.4					$	7.7					$	12.4
% of revenues					5.3	%					6.0	%					13.7	%					8.0	%					12.7	%

Revenues

The 1.1% decrease in revenues in 2005 was driven by declines in unit volume, partially offset by increased revenues per unit. The decrease in unit volume was largely attributable to industry check usage declines and lower customer response rates to direct mail advertisements. Revenues per unit increased largely due to improvements in upselling premium products and services.

Operating Income

Operating income as a percentage of revenues declined 4.7 percentage points to 8.0%. Included in 2005 are $6.7 million of incremental intangible and other amortization related to the Honeywell acquisition effective April 1, 2005 and the M & F acquisition effective December 15, 2005, which accounted for a 6.9 percentage point decline in operating income as a percentage of revenues. Partially offsetting this decline were cost reductions, including improvements in manufacturing technology and selective outsourcing.

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Liquidity and Capital Resources

In connection with the Acquisition, we issued the initial notes and entered into senior secured credit facilities. The proceeds from the issuance of the initial notes, together with borrowings under our senior secured credit facilities were used to finance the purchase price of the Acquisition, to refinance prior Clarke American and Harland debt and to pay related premiums, fees and other expenses. See ‘‘Prospectus Summary—The Transactions.’’ As a result of an increased level of indebtedness from $603.8 million, net of unamortized original discount of $1.8 million on a stand-alone basis as of December 31, 2006, compared to approximately $2,420.2 million on a pro forma basis as of March 31, 2007, our combined company interest expense has increased significantly after the completion of the Transactions.

Long-Term Debt

Senior Secured Credit Facilities.    Our $1,800.0 million senior secured term loan will mature on June 30, 2014, and we are required to make scheduled payments of principal in the amount of $18.0 million per year in equal quarterly installments, with the first installment due September 28, 2007. Our $100.0 million revolving credit facility will mature on June 28, 2013. This revolving facility includes an up to $60.0 million subfacility in the form of letters of credit and an up to $30.0 million subfacility in the form of short-term swing line loans. Under certain circumstances, we are permitted to incur additional term loan and/or revolving credit facility indebtedness in an aggregate principal amount of up to $250.0 million. In addition, the terms of the senior secured credit facilities and the initial no tes will allow us to borrow substantial additional debt.

Our senior secured credit facilities contain customary affirmative and negative covenants including, among other things, restrictions on indebtedness, liens, mergers and consolidations, sales of assets, loans, acquisitions, restricted payments, transactions with affiliates, dividends and other payment restrictions affecting subsidiaries and sale-leaseback transactions. Our senior secured credit facilities also require us to maintain a maximum consolidated secured leverage for the benefit of lenders under our revolving credit facility only. We have the right to prepay loans under our senior secured credit facilities at any time without premium or penalty, subject to certain breakage costs, and we may also reduce any unutilized portion of our senior secured credit facilities at any time, in minimum principal amounts set forth in the credit agreement. We will be required to prepay our senior secured term loan with 50% of excess cash flow (as defined in the credit a greement) and 100% of the net proceeds of certain issuances, offerings or placements of debt obligations after the closing date of the Acquisition.

If a change of control (as defined in the credit agreement) occurs after the closing date of the Acquisition, we will be required to make an offer to prepay all outstanding term loans under the credit agreement at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, and lenders holding a majority of the revolving credit commitments may elect to terminate the revolving credit commitments in full. We are also required to offer to prepay outstanding term loans at 100% of the principal amount to be prepaid, plus accrued and unpaid interest, with the proceeds of certain asset sales under certain circumstances. For more information on the terms of our senior secured credit facilities, see ‘‘Description of Other Indebtedness—Senior Secured Credit Facilities.’’

Senior Notes.    The notes include $310.0 million of 9.50% fixed rate notes and $305.0 million of floating rate notes. Both the fixed rate notes and the floating rate notes will mature in 2015 and bear interest at the rates set forth on the cover of this prospectus. The indenture governing the notes contains customary restrictive covenants and prepayment provisions. See ‘‘Description of Notes.’’

Liquidity Assessment

In addition to our normal operating cash and working capital requirements and service of our indebtedness, we also require cash to fund capital expenditures, enable cost reductions through restructuring projects and make upfront contract acquisition payments to financial institution clients as follows:

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	•	Capital Expenditures.    Clarke American’s capital expenditures are primarily related to infrastructure investments, internally developed software, cost reduction programs, marketing initiatives and other projects that support future revenue growth. Clarke American incurred $14.7 million in capital expenditures and $1.0 million in capitalized interest in 2006 and $25.2 million in capital expenditures (including a capitalized lease of $6.8 million) in 2005. During the three months ended March 31, 2007 and 2006, Clarke American incurred $1.6 million and $3.7 million of capital expenditures for similar investments and $0.1 million and $0.0 million of capitalized interest, respectively.

	•	Upfront Contract Acquisition Payments.    Clarke American made $15.7 million and $24.6 million of upfront contract acquisition payments to financial institution clients during 2006 and 2005, respectively. Clarke American made $3.8 million and $4.4 million of such payments in the three months ended March 31, 2007 and 2006, respectively.

	•	Restructuring/Cost Reductions.    Restructuring accruals and purchase accounting reserves have been established for anticipated severance payments and other expenses related to the planned restructuring or consolidation of some of our operations. Clarke American made $4.0 million of such payments in 2006 and $5.1 million in 2005. Clarke American made $1.0 million and $0.8 million of such payments in the three months ended March 31, 2007 and 2006, respectively.

We anticipate that our future capital expenditures and upfront contract acquisition payments will be largely consistent with the combined historical levels of such payments for Clarke American and Harland. We expect that payments related to restructuring programs will increase in the next 12 months to support the achievement of planned cost savings.

We believe that, based on current levels of operations and anticipated growth, cash flow from operations, together with other available sources of funds, including borrowings under our senior secured credit facilities, the initial notes and cash on hand, will be adequate to make required payments on our indebtedness, to fund anticipated capital expenditures and to satisfy our working capital requirements for at least the next twelve months.

Our ability to meet our debt service obligations and reduce our total debt will depend upon our ability to generate cash in the future which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. We may not be able to generate sufficient cash flow from operations, and future borrowings may not be available to us under our senior secured credit facilities in an amount sufficient to enable us to repay our debt, including the notes, or to fund our other liquidity needs. If our future cash flow from operations and other capital resources are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional debt or equity capital or restructure or refinance all or a portion of our debt, including the notes, on or before maturit y. We may not be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms of our existing and future indebtedness, including the notes and our senior secured credit facilities, may limit our ability to pursue any of these alternatives. See ‘‘Risk Factors—Risks Related to Our Substantial Indebtedness—Our ability to make payments on the notes and our other indebtedness depends on our ability to generate sufficient cash in the future.’’ Some risks that could adversely affect our ability to meet our debt service obligations include, but are not limited to, decreases in check usage, increases in competitive activity, adverse changes among our highly concentrated financial institution clients or adverse legislative changes. See ‘‘Risk Factors—Risks Related to Our Business,’’ ‘‘Risk Factors—Risks Related to Harland Clarke,’’ and ‘‘Risk Fac tors—Risks Related to the HFS and Scantron Businesses.’’ Our borrowings under our senior secured credit facilities and the floating rate notes will bear interest at floating rates. Therefore, our financial condition will be affected by changes in prevailing interest rates.

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Cash Flow Summary

Three months Ended March 31, 2007 compared to Three months Ended March 31, 2006

			Three Months Ended March 31,
$ in millions			2007						2006
Cash provided by (used in):
Operating activities				$	16.7					$	28.6
Investing activities					(1.2	)					(3.7	)
Financing activities					(32.1	)					(21.3	)
Net (decrease) increase in cash and cash equivalents				$	(16.6	)				$	3.6

Cash provided by operating activities decreased during the three months ended March 31, 2007 by $11.9 million compared to the three months ended March 31, 2006. Net income for the three months ended March 31, 2007 was $1.3 million lower than the three months ended March 31, 2006. Cash generated from other operating activities was lower for the three months ended March 31, 2007 due to a $4.1 million use of cash from a larger increase in accounts receivable balances, a $2.6 million impact from lower increases in tax accrual balances, $1.6 million of lower prepaid and accrued contract acquisition costs, net of amortization, and a net $2.3 million use of cash from changes in other operating assets and liabilities.

Cash used in investing activities decreased by $2.5 million during the three months ended March 31, 2007 compared with the three months ended March 31, 2006 primarily due to lower capital expenditures.

Cash used in financing activities during the three months ended March 31, 2007 increased by $10.8 million, as compared to the three months ended March 31, 2006. The change in cash used in financing activities was due to a $17.4 million increase in repayments of external loans and a $3.8 million reduction in borrowings, partially offset by a $10.4 million decrease in cash overdrafts due to higher cash balances.

Fiscal Year 2006 Compared to Combined Fiscal Year 2005

			Successor						Combined (1)						Successor						Predecessor (Honeywell)						Predecessor (Novar)
$ in millions			Year Ended December 31, 2006						Year Ended December 31, 2005						Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005
Cash provided by (used in):
Operating activities				$	79.2					$	117.0					$	4.3					$	99.7					$	13.0
Investing activities					(15.7	)					(18.4	)					(1.1	)					(14.7	)					(2.6	)
Financing activities					(39.2	)					(98.9	)					0.4						(94.1	)					(5.2	)
Net increase (decrease) in cash and cash equivalents				$	24.3					$	(0.3	)				$	3.6					$	(9.1	)				$	5.2

(1) The Combined 2005 Cash Flow Summary does not reflect $617.0 million of indebtedness incurred in connection with the M & F acquisition in December 2005.

Cash provided by operating activities decreased during 2006 by $37.8 million compared to 2005. Net income for 2006 was $21.2 million lower than 2005 and included $49.2 million of incremental interest expense, net and approximately $3.4 million of incremental depreciation, amortization and other non-cash charges resulting from the M & F acquisition. Cash provided by other operating activities was lower for 2006 due to $33.6 million of nonrecurring 2005 related party financing activities. These changes were partially offset by $10.6 million of lower prepaid and accrued contract

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acquisition costs, net of amortization, and a net $3.0 million source of cash from changes in other operating assets and liabilities. The related party financing activities were discontinued after the completion of the M & F acquisition. See ‘‘—Presentation of Financial Information—Related Party Financing Activities.’’

Cash used in investing activities decreased by $2.7 million during 2006 primarily due to decreased capital expenditures.

Cash used in financing activities during 2006 decreased by $59.7 million. The change in cash used in financing activities was due to a $63.1 million decrease in dividend payments and a $35.9 million decrease in net affiliate loan repayments, partially offset by a $27.7 million increase in net external loan repayments, $9.8 million related to cash overdrafts, and a $1.8 million reduction in cash sourced from other financing activities.

Combined Fiscal Year 2005 Compared to Predecessor (Novar) Fiscal Year 2004

			Successor						Predecessor (Honeywell)						Predecessor (Novar)						Combined (1)						Predecessor (Novar)
$ in millions			Period from December 15, 2005 to December 31, 2005						Period from April 1, 2005 to December 14, 2005						Three Months Ended March 31, 2005						Year Ended December 31, 2005						Year Ended December 31, 2004
Cash provided by (used in):
Operating activities				$	4.3					$	99.7					$	13.0					$	117.0					$	63.3
Investing activities					(1.1	)					(14.7	)					(2.6	)					(18.4	)					(28.0	)
Financing activities					0.4						(94.1	)					(5.2	)					(98.9	)					(35.1	)
Net increase (decrease) in cash and cash equivalents				$	3.6					$	(9.1	)				$	5.2					$	(0.3	)				$	0.2

(1) The Combined 2005 Cash Flow Summary does not reflect $617.0 million of indebtedness incurred in connection with the M & F acquisition in December 2005.

Cash provided by operating activities increased during 2005 by $53.7 million compared to 2004. Net income for 2005 was $23.7 million lower than in 2004 but included approximately $32.6 million of depreciation, amortization and other non-cash charges resulting from the Honeywell acquisition and the M & F acquisition. Other incremental cash generated from operating activities included $43.8 million attributable to related party financing activities and $1.0 million from changes in other operating assets and liabilities. The related party financing activities transactions were discontinued after the completion of the M & F acquisition. See ‘‘—Presentation of Financial Information—Related Party Financing Activities.’’

Cash used in investing activities decreased by $9.6 million during 2005 compared with 2004 due primarily to the acquisition of Alcott Routon Inc. in March 2004, net of cash for $11.4 million, partially offset by a $1.1 million increase in capital expenditures in 2005 due to new growth initiatives.

Cash used in financing activities during 2005 increased by $63.8 million, compared to 2004. The change in cash used in financing activities was largely due to related party financing activities, which were discontinued after the M & F acquisition. See ‘‘—Presentation of Financial Information—Related Party Financing Activities.’’

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Contractual Obligations and Commitments

Pro Forma.    The following table is a summary of our significant contractual obligations at December 31, 2006 on a pro forma basis, giving effect to the Transactions:

			Payments Due by Period
Contractual obligations			Total						Less than 1 year						1 to 3 Years						4 to 5 Years						After 5 Years
			(dollars in millions)
Revolving credit facility (1)				$	—					$	—					$	—					$	—					$	—
Senior secured term loan (2)					1,800.0						18.0						36.0						36.0						1,710.0
Initial notes (3)					615.0						—						—						—						615.0
Interest on long term debt (4)					1,441.1						201.6						399.0						393.3						447.2
Capital lease obligations					5.1						1.6						3.2						0.3						—
Operating lease obligations					122.7						24.1						44.0						32.1						22.5
Raw material purchase obligations					11.6						11.6						—						—						—
Other long-term liabilities					18.2						1.4						4.3						1.9						10.6
Upfront contract acquisition payments (5)					114.1						44.5						55.1						12.5						2.0
Other purchase obligations (6)					46.8						18.4						21.8						6.6						—
Postretirement benefit payments (7)					12.2						1.2						2.5						2.4						6.1
Total				$	4,186.8					$	322.4					$	565.9					$	485.1					$	2,813.4

(1) Our $100.0 million revolving credit facility will mature on June 28, 2013. This facility includes an up to $60.0 million letter of credit subfacility and an up to $30.0 million short-term swing line loan subfacility. See ‘‘Description of Other Indebtedness—Senior Secured Credit Facilities.’’

(2) Our $1,800.0 million senior secured term loan will mature on June 30, 2014, and we are required to make scheduled payments of principal in the amount of $18.0 million per year in equal quarterly installments. See ‘‘Description of Other Indebtedness—Senior Secured Credit Facilities.’’

(3) The notes will mature in 2015 and include $310.0 million of fixed rate notes and $305.0 million of floating rate notes. For more information on the terms of the notes, see ‘‘Description of Notes.’’

(4) Interest expense is estimated on a basis consistent with our estimates of pro forma interest expense. See ‘‘Unaudited Pro Forma Condensed Consolidated Financial Information.’’

(5) Represents unpaid amounts under existing client contracts.

(6) Purchase obligations include amounts due under contracts with third party service providers. Such contracts are primarily for information technology services including license rights for mainframe software usage, voice and network data services and telecommunication services. We routinely issue purchase orders to numerous vendors for the purchase of inventory and other supplies. These purchase orders are generally cancelable with reasonable notice to the vendor. As such, these purchase orders are not included in the purchase obligations presented in the table above.

(7) Represents postretirement benefits expected to be paid to Harland personnel.

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Historical.    As of December 31, 2006, on a historical basis, Clarke American’s contractual obligations were as follows:

			Payments Due by Period
Contractual obligations			Total						Less than 1 Year						1 to 3 Years						4 to 5 Years						After 5 Years
			(dollars in millions)
Long-term debt obligations, including current portion (1)				$	601.0					$	45.6					$	61.5					$	318.9					$	175.0
Interest on long-term debt (2)					282.2						54.5						102.8						83.8						41.1
Capital lease obligations (3)					5.1						1.6						3.2						0.3						—
Operating lease obligations (4)					41.4						8.0						15.2						10.7						7.5
Raw material purchase obligations					9.7						9.7						—						—						—
Other liabilities and indebtedness					5.2						0.4						2.7						0.7						1.4
Client incentives					62.1						22.8						24.9						12.4						2.0
Other purchase obligations (5)					46.8						18.4						21.8						6.6						—
Total				$	1,053.5					$	161.0					$	232.1					$	433.4					$	227.0

(1) Long-term debt obligations include amounts outstanding under Clarke American’s prior $440.0 million term loan facility and $175.0 million of 2013 notes, both of which were refinanced at the time of the Acquisition, as well as $1.0 million of other indebtedness. Principal payments due in less than 1 year of $45.6 million include $26.4 million for the 2006 excess cash flow payment under Clarke American’s prior term loan facility that was paid in the first quarter of 2007.

(2) Interest on long-term debt assumes that all floating rates of interest remain the same as those in effect at December 31, 2006, with the exception that, effective July 1, 2009, the $150.0 million notional amount of Clarke American’s hedge increases to the rate in effect at December 31, 2006. It also assumes that levels of borrowing under Clarke American’s revolving credit facility remain at zero, as it was on December 31, 2006 and all mandatory payments are made.

(3) The capital lease obligation includes both principal repayments and interest payments and is further discussed in Note 14 to Clarke American’s consolidated financial statements included elsewhere in this prospectus.

(4) Operating lease obligations are further discussed in Note 10 to Clarke American’s consolidated financial statements included elsewhere in this prospectus.

(5) Other purchase obligations include vendor commitments for information technology services, advertising and payments due under royalty agreements. Clarke American routinely issues purchase orders to numerous vendors for the purchase of inventory and other supplies. These purchase orders are not included in the purchase obligation presented here, as Clarke American’s business partners typically allow Clarke American to cancel these purchase orders as necessary to accommodate business needs.

At December 31, 2006, Clarke American had a net deferred tax liability of $218.8 million. Deferred income tax liabilities are temporary differences between tax and financial statement basis of assets and do not directly relate to income taxes to be paid in the future. Thus, these liabilities have not been included in the contractual obligations table. There are also long-term liabilities related to retirement benefits at December 31, 2006 of $1.6 million for which the timing of payment is uncertain and is not included in the contractual obligations table.

Off-Balance Sheet Arrangements

It has not been our practice to enter into off-balance sheet arrangements. In the normal course of business we periodically enter into agreements that incorporate general indemnification language. These indemnifications encompass such items as intellectual property rights, governmental regulations and/or employment-related matters. Performance under these indemnities would generally be triggered by a breach of terms of the contract or by a third-party claim. There have historically been no material losses related to such indemnifications, and we do not expect any material adverse claims in the future.

We are not engaged in any transactions, arrangements or other relationships with any unconsolidated entity or other third party that is reasonably likely to have a material effect on our consolidated results of operations, financial position or liquidity. In addition, we have not established any special purpose entities.

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Environmental Matters

We have no knowledge of any pending or reasonably likely material environmental issues with respect to Clarke American’s current facilities, equipment, and property. While we believe we are in substantial compliance with existing laws and regulations, we may incur substantial costs related to such compliance or related to other currently unknown material environmental issues in the future.

Inflation

Highly competitive market conditions have minimized the impact of inflation on the selling prices of our products and the costs of its purchased materials. Cost increases for material and labor have generally been low, and productivity and supply chain initiatives have largely offset any impact.

Quantitative and Qualitative Disclosures about Market Risks

As a result of the financing for the Acquisition, we are exposed to significant market risk from changes in interest rates, and our results of operations and financial condition will be affected by changes in prevailing interest rates, since a substantial portion of our outstanding borrowings bear interest at floating rates. We expect to manage our exposure to market risks through our regular operating and financing activities. In order to manage our exposure to fluctuations in interest rates, we expect to enter into interest rate derivative transactions in the form of interest rate swaps. Under the senior secured credit facility, within 180 days after the Acquisition and for at least two years following the Acquisition, no less than 40% of total funded debt (as defined in our credit agreement) at any time outstanding is required to effectively bear interest at a fixed rate, either by the terms of the debt or by use of hedging agreements.

As of the closing of the Transactions, we had $1,800.0 million of term loans outstanding under our senior secured credit facilities, $305.0 million outstanding under our floating rate senior notes and $10.8 million of letters of credit outstanding under our revolving credit facility. All of these outstanding loans are Eurodollar Loans. We believe that a hypothetical 10% increase or decrease in current interest rates applicable to our floating rate debt outstanding as of May 1, 2007 would result in an increase or decrease in our annual interest expense of approximately $17.0 million per year.

During February 2006 we entered into an interest rate hedge transaction in the form of a three-year interest rate swap with a notional amount of $150.0 million. In May 2007 the swap was amended to reference the new credit facilities. The hedge swaps the underlying variable rate for a fixed rate of 4.992%. The purpose of this hedge transaction is to limit our risk on a portion of the variable rate senior secured credit facilities and the floating rate notes. For the three-months ended March 31, 2007 and for the year ended December 31, 2006, we recorded a $0.1 million and $0.3 million benefit, respectively, as a reduction of interest expense from this hedge transaction. We did not have any interest rate swap agreements in effect at December 31, 2005.

Critical Accounting Policies and Estimates

We review our accounting policies on a regular basis. We make estimates and judgments as part of our financial reporting that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, intangible assets, income taxes, contingencies and litigation, as well as other assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Results may differ from these estimates due to actual outcomes being different from the assumed outcomes. We believe the following critical accounting policies affect our more significant judgments and estimates for our operations through March 31, 2007. There were no new accounting standards effective in the first quarter of 2007, 2006 or 2005 that had a material impact on our consolidated financial statements.

Upfront Contract Acquisition Payments

We have contracts with certain financial institution clients that require prepayment of upfront contract acquisition payments. These payments are amortized on a straight-line basis over the terms of

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the respective contracts as a reduction of sales revenue. This accounting method conforms to the guidance provided by the Emerging Issues Task Force Item No. 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Product). The contracts allow us to recoup portions of these prepayments in the event that a contract is terminated early. Any amounts repaid would represent the original prepayment adjusted to consider the number of unexpired contract periods. The unamortized upfront contract acquisition payments balances are included in other assets on our consolidated balance sheets.

Advertising

Direct-response advertising is capitalized and amortized over its expected period of future benefits. Direct-response advertising consists primarily of inserts that include order forms for Checks In The Mail’s products and are amortized for a period of up to 18 months. Custom advertising pieces for Clarke American Checks Inc. were capitalized during 2004 and were amortized over 30 months following their distribution. Amortization is charged to match the advertising expense with the related revenue streams. Other advertising activities include product catalogs and price sheets, which are expensed when issued to our financial institution clients for use.

Long-Lived Assets

We assess the impairment of property, plant and equipment and intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Some factors we consider important that could trigger an impairment review include the following:

	•	significant underperformance relative to expected historical or projected future operating results;

	•	significant changes in the manner of use of these assets or the strategy for our overall business; and

	•	significant negative industry or economic trends.

When we determine that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, we measure the impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in its current business model. We re-evaluate the useful life of these assets annually to determine if events and circumstance continue to support their recorded useful lives.

Goodwill and Acquired Intangible Assets

Goodwill represents the excess of cost (purchase price) over the fair value of net assets acquired. Acquired intangibles are recorded at fair value as of the date acquired. Goodwill and other intangibles determined to have an indefinite life are not amortized, but are tested for impairment at least annually or when events or changes in circumstances indicate that the assets might be impaired.

The goodwill impairment test is a two-step process, which requires management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of our reporting units based on discounted cash flow models using revenue and profit forecasts and comparing the estimated fair values with the carrying values of our reporting units, which include the goodwill. If the estimated fair values are less than the carrying values, a second step is performed to compute the amount of the impairment by determining an ‘‘implied fair value’’ of goodwill. The determination of the ‘‘implied fair value’’ requires us to allocate the estimated fair value to the assets and liabilities of the reporting unit. Any unallocated fair value represents the ‘‘implied fair value’’ of goodwill, which is compared to the corresponding carrying value.

We measure impairment of our indefinite-lived intangible assets, which consist of certain tradenames and trademarks, based on projected discounted cash flows. We also re-evaluate the useful life of these assets annually to determine whether events and circumstances continue to support an indefinite useful life.

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The annual impairment evaluations for goodwill and indefinite-lived intangible assets involve significant estimates made by management in determining the fair value of our reporting units and indefinite-lived intangible assets. There is inherent subjectivity involved in estimated future cash flows. These estimates are susceptible to change from period to period because management must make assumptions about future cash flows, profitability, terminal values and other items. Changes in estimates could have a material impact in the carrying amount of goodwill and indefinite-lived intangible assets in future periods.

Intangible assets that are deemed to have a finite life are evaluated for impairment as discussed above in ‘‘Long-Lived Assets.’’

Income Taxes

We are included in the consolidated federal income tax return of M & F Worldwide as of December 15, 2005, and the respective state corporate income tax returns of each subsidiary are filed on a separate or combined entity basis. In accordance with tax sharing agreements between M & F Worldwide and each subsidiary, current federal income taxes payable or recoverable have been provided based upon each subsidiary’s relevant share of M & F Worldwide’s consolidated tax liability or benefit, which is determined as if each subsidiary were filing a separate return. Deferred income taxes are recognized for future income tax consequences attributable to differences between the tax and book bases of assets and liabilities.

Derivatives

During 2006, we began using derivative financial instruments to manage interest rate risk related to a portion of our long-term debt. We recognize all derivatives at fair value as either assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, we recognize the changes in fair value of these instruments in other comprehensive income until the underlying debt instrument being hedged is settled or we determine that the specific hedge accounting criteria are no longer met.

On the date the interest rate derivative contract is entered into, we designate the derivative as either a fair value hedge or a cash flow hedge. We formally document the relationship between hedging instruments and the hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. We link all hedges that are designated as fair value hedges to specific assets or liabilities on the balance sheet or to specific firm commitments. We link all hedges that are designated as cash flow hedges to forecasted transactions or to liabilities on the balance sheet. We also assess, both at the inception of the hedge and on an on-going basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. If an existing derivative were to become not highly effective as a hedge, we would discontinue hedge accounting prospectively. We assess the effectiveness of the hedge based on total changes in the hedge’s cash flows at each payment date as compared to the change in the expected future cash flows on the long-term debt.

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board issued SFAS No. 157, Fair Value Measurement. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, but does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently evaluating the impact of SFAS No. 157 on our consolidated results of operations and financial position.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 provides companies with an option to report selected financial

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assets and liabilities at fair value and requires entities to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We are currently evaluating the impact of SFAS No. 159 on our consolidated results of operations and financial position.

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Management’s Discussion and Analysis
of Financial Condition and Results of Operations of Harland

This management’s discussion and analysis of financial condition and results of operations relates to the historical periods presented and does not give effect to the Transactions, since they were completed subsequent to the date of the financial statements discussed.

As of March 30, 2007, John H. Harland Company operated its business in three segments.

For purposes of this section only:

	•	The Harland Printed Products (‘‘HPP’’) segment includes checks, direct marketing activities and fraud payment prevention solutions marketed primarily to financial institutions;

	•	The HFS segment is focused on the financial institution market. It includes core processing applications and services for credit unions, thrifts and community banks, education and e-commerce solutions primarily to credit unions, lending and mortgage origination applications, mortgage servicing applications, branch automation applications, customer relationship management applications and field maintenance services; and

	•	The Scantron segment includes scanning equipment and software, scannable forms, survey solutions, testing and assessment tools and training services. Scantron sells these products and services to the education, commercial and financial institution markets.

Critical Accounting Policies

Harland has identified certain of its accounting policies as critical to its business operations and the understanding of its results of operations. These policies include revenue recognition, impairment of long-lived assets, goodwill and other intangible assets, income taxes and share-based compensation. Harland believes there were no material changes in its critical accounting policies during the three-month period ended March 30, 2007. On January 1, 2007, Harland adopted the provisions of FIN 48, which prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The adoption of FIN 48 did not have any effect on Harland’s results from operations or financial position.

Revenue Recognition.

Harland considers its revenue recognition policy as critical to its reported results of operations primarily in its HFS and Scantron segments. Revenue is recognized in accordance with the provisions of Statement of Position 97-2, Software Revenue Recognition, as amended by SOP 98-9, Software Revenue Recognition, with Respect to Certain Transactions, and clarified by Staff Accounting Bulletin 101, Revenue Recognition in Financial Statements, SAB 104, Revenue Recognition, and Emerging Issues Task Force Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. The application of these pronouncements requires judgment, including whether a software arrangement includes multiple elements, whether any elements are essential to the functionality of any other elements, and whether vendor-specific objective evidence, or ‘‘VSOE,’’ of fair value exists for those elements. Clients receive certain elements of Harland’s products and services over time. Changes to the elements in a software arrangement or in Harland’s ability to identify VSOE for those elements could materially impact the amount of earned and unearned revenue reflected in the financial statements.

For software license agreements that do not require significant modification or customization of the software, Harland recognizes software license revenue when persuasive evidence of an arrangement exists, delivery of the product has occurred, the license fee is fixed and determinable and collection is probable. Harland’s software license agreements include multiple products and services or ‘‘elements.’’ None of these elements are deemed to be essential to the functionality of the other elements. SOP 97-2, as amended by SOP 98-9, generally requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on VSOE of fair

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value. Fair value is determined for license fees based upon the price charged when sold separately. In the event that Harland determines that VSOE does not exist for one or more of the delivered elements of a software arrangement, but does exist for all of the undelivered elements, revenue is recognized using the residual method allowed by SOP 98-9. Under the residual method, a residual amount of the total arrangement fee is recognized as revenue for the delivered elements after the established fair value of all undelivered elements has been deducted.

Implementation services are generally for installation, training, implementation and configuration. These services are not considered essential to the functionality of the related software. VSOE of fair value is established by pricing used when these services are sold separately. Generally revenue is recognized when services are completed. On implementations for outsourced data processing services, revenue is deferred and recognized over the life of the outsourcing arrangement. On certain larger implementations, revenue is recognized based on milestones during the implementation. Milestones are triggered by tasks completed or based on labor hours. Estimates of efforts to complete a project are used in the percentage-of-completion calculation. Due to uncertainties inherent in these estimates, actual results could differ from these estimates.

Maintenance support revenue is recognized pro-rata over the contract period, typically one year. VSOE of fair value is determined based on contract renewal rates.

Outsourced data processing services and other transaction processing services are recognized in the month the transactions were processed or the services were rendered.

Impairment of Long-Lived Assets.

Harland reviews long-lived assets and certain intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Impairment exists when the carrying amount of long-lived assets and certain intangibles exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of those assets. The impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. In instances where active markets are not available for an asset, fair value may be determined using discounted cash flows. Significant assumptions requiring judgment are required to determine future cash flows, including but not limited to the estimated remaining useful life of the asset, future revenue streams and future expenditures to maintain the existing service potential of the asset. In the fourth quarter of 2006, Harland recorded an impairment charge which resulted from the decision to dispose of Harland’s printing operation located in Mexico ($3.5 million before income taxes). In the third quarter of 2004, Harland recorded a charge of $7.9 million before income taxes related to certain portions of an HPP customer care infrastructure project. During the second and fourth quarters of 2004, Harland recorded a combined charge of $2.4 million before income taxes on an HPP facility to adjust the basis of the facility to its estimated fair value.

Goodwill and Other Intangible Assets.

Harland makes estimates and assumptions regarding future cash flows in its review of the carrying values of goodwill and other intangible assets to assess recoverability in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. If these estimates and assumptions change in the future (which may occur due to changes in Harland’s business prospects, market trends or other economic factors which would impact projected annual sales, operating profit and cash flows), Harland may be required to record impairment charges. Harland analyzes its goodwill for impairment on an annual basis as of December 31. No impairment of goodwill was identified during the years ended December 31, 2006, 2005 and 2004.

Income Taxes.

The carrying value of Harland’s net deferred tax assets (net of valuation allowances) assumes Harland will be able to generate sufficient future taxable income in certain tax jurisdictions. Harland

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may be required to record additional valuation allowances against its deferred tax assets resulting in additional income tax expense if Harland’s estimates of future taxable income in those jurisdictions decrease. Harland may be required to release all or a portion of recorded valuation allowances against its deferred tax assets resulting in lower income tax expense, except for such allowances for deferred tax assets related to acquisitions, the release of which would reduce goodwill. The release of valuation allowances would result from changes in Harland’s estimates of realized capital gains, utilization of state net operating loss carryforwards and utilization of acquired tax credits subject to annual limitations.

Share-Based Compensation.

Effective January 1, 2006, Harland adopted the provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, which establishes accounting for share-based awards exchanged for employee services. Under the provisions of SFAS 123(R), share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). Harland amortizes share-based compensation using the straight-line method. Harland elected to adopt the modified prospective transition method as provided by SFAS 123(R). In accordance with the requirements of the modified prospective transition method, consolidated financial statements for prior year periods have not been re stated to reflect the fair value method of expensing share-based compensation.

Prior to January 1, 2006, Harland applied Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations in accounting for its share-based compensation plans and applied the disclosure-only provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, as amended by FASB Statement No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. In accordance with APB 25, no share-based compensation cost was reflected in net income for option s or purchases under Harland’s employee stock purchase plan.

Discontinued Operations

During 2006, Harland’s printing operation in Mexico continued a recent pattern of underperformance primarily due to the loss of a large client in 2005. In the fourth quarter of 2006, Harland made a decision to dispose of this operation and received an offer from a third party regarding the purchase of the operation. The fair value of the offer was less than the carrying value of the operation’s assets. Accordingly, Harland recognized an impairment charge of $3.5 million and classified the operation as held for sale. The operation has been classified as a discontinued operation in the consolidated results of operations. The impairment charge was included in the discontinued operation’s results. On May 15, 2007, Harland sold this operation.

The carrying amounts of the operation’s assets and liabilities included in the consolidated balance sheets are not significant. In 2006, 2005, and 2004, operating results of the discontinued operation included sales of $4.3 million, $6.3 million and $8.2 million, respectively. The operating results of the discontinued operation consisted of a loss of $5.2 million in 2006 including the $3.5 million impairment charge, a loss of $1.1 million in 2005 and income of $0.1 million in 2004.

Reclassifications

Prior to 2006, Harland included substantially all share-based compensation expense and a 401(k) plan performance contribution as a corporate expense classified within selling, general and administrative expenses. In conjunction with the adoption of SFAS 123(R) and pursuant to SEC Staff Accounting Bulletin No. 107, Harland elected to include share-based compensation and the 401(k) plan performance contribution expense in results of operations of the related business segment and to classify a portion of these expenses to cost of goods sold. Prior periods have been reclassified to conform to these changes. This reclassification for prior periods had no impact on net income or on stockholders’ equity as previously reported.

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The following table presents share-based compensation included in Harland’s consolidated statements of income by classification and by business segment for 2006, 2005 and 2004 (in thousands):

			2006						2005						2004
Share-based compensation included in:
Cost of sales				$	1,520					$	548					$	311
Selling, general and administrative					16,214						6,626						5,321
Total share-based compensation				$	17,734					$	7,174					$	5,632
Share-based compensation included in:
HPP				$	3,440					$	2,135					$	1,239
HFS					4,537						1,948						1,406
Scantron					672						1,036						981
Corporate					9,085						2,055						2,006
Total share-based compensation				$	17,734					$	7,174					$	5,632

Business Segment Changes

During the fourth quarter of 2006, Harland transferred its field maintenance services from the Scantron business segment to the HFS business segment. This transfer was implemented to align the relationship between core processing offerings and the services and maintenance requirements of the financial institution market. Also in the fourth quarter of 2006, as discussed above, Harland classified a printing operation in Mexico as discontinued operations and, accordingly, removed such operations from the HPP segment. During the third quarter of 2006, Harland reassigned certain business operations including card products, educational services and fraud payment prevention solutions from the HFS business segment to the HPP business segment. During the second quarter of 2006, Harland transferred certain business operations related to on-site check printing systems from the HFS business segment to the HPP business segment. Accordingly, prior period results have been rev ised to conform to the 2006 business segment changes.

Significant Events

On December 19, 2006, M & F Worldwide entered into an Agreement and Plan of Merger with Harland pursuant to which M & F Worldwide would acquire Harland for $52.75 per share in cash. On May 1, 2007, the Acquisition was completed for total cash consideration of approximately $1.7 billion which included the repayment of Harland’s outstanding borrowings under its credit facility. Upon completion of the Acquisition, Harland became our indirect, wholly owned subsidiary. See ‘‘Summary —The Transactions.’’

In July 2006, Harland entered into a credit facility with a syndicate of banks increasing the amount from $412.5 million under its previous credit facility to $450.0 million. The credit facility consisted of a $362.5 million revolving loan and an $87.5 million term loan, both of which had been scheduled to mature in 2011.

On April 28, 2006, HFS acquired the remaining 20% equity interest in Cavion LLC held by outside investors for approximately $4.2 million in cash. The transaction increased HFS’s equity ownership in Cavion to 100%.

On January 31, 2006, HFS acquired Financialware, Inc. for approximately $7.1 million in a cash for equity transaction. In June 2005, Harland acquired substantially all of the assets of Liberty Enterprises, Inc. for approximately $161.0 million in cash including acquisition costs. In April 2005, HFS acquired Intrieve, Incorporated for approximately $77.1 million, including acquisition costs, in a cash for equity transaction. See Note 3 to Harland’s annual consolidated financial statements included elsewhere in this prospectus for further information regarding these acquisitions.

In March 2005, Harland was notified that a major client in its HPP segment would not renew its contract that expired in March 2006. The annual sales under this contract were approximately

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$36 million with annual pre-tax operating income of approximately $10 million. Harland believes it has eliminated all variable costs associated with this client and adjusted its infrastructure wherever possible to minimize the impact of fixed costs. This client loss was effective during the first quarter of 2006.

In September 2004, Harland concluded that upgrading certain existing customer care systems in its HPP segment would be more economical than continued development of portions of certain new customer care systems. The decision to terminate development efforts required a non-cash pre-tax impairment charge of $7.9 million. Harland continued with development and implementation of the remaining portions of the customer care infrastructure project.

During the third quarter of 2004, Harland completed a reorganization of its HPP operations including the consolidation of its domestic manufacturing operations from 14 plants to nine plants. Two of the closed facilities were leased. One of these facilities was under lease through late 2005 and the other is under lease through mid-2010. During the third quarter of 2004, Harland sublet the latter facility to a third party for the remaining term of the lease.

In addition to the plant consolidation, HPP implemented other staffing reductions beginning in the fourth quarter of 2003 which were completed during the third quarter of 2004. These actions were primarily due to excess capacity in production facilities. The excess capacity resulted from efficiencies realized from digital printing technology and lower volumes. The lower volumes were attributable to the losses of certain large clients, including a direct check marketer, and general market volume decline. Harland believes these actions bring its production and support structures in line with its business levels.

The net pre-tax expenses associated with the plant consolidations totaled $8.1 million consisting of employee severance ($2.8 million), revision of depreciable lives and salvage values of furniture and equipment, asset impairment charge and disposal gains and losses ($2.4 million), relocation and other costs ($2.2 million) and contract termination costs related to leaseholds ($0.7 million). The net pre-tax expenses associated with other staffing reduction actions totaled $4.5 million consisting of employee severance costs.

The following table presents net expenses by income statement caption for plant consolidation and other staffing reduction actions for 2006, 2005 and 2004 (in thousands):

			2006						2005						2004
Plant consolidation expenses:
Cost of sales				$	(150	)				$	97					$	5,347
Asset impairment charges					—						—						2,444
Loss (gain) on disposal of assets – net					—						37						(3,612	)
Total				$	(150	)				$	134					$	4,179
Other staffing reduction actions:
Selling, general and administrative expenses				$	—					$	—					$	1,644

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Results of Operations

First Quarter of 2007 Versus First Quarter of 2006

Sales

Consolidated sales and sales by segment for the three month periods ended March 30, 2007 and March 31, 2006 were as follows (in thousands):

			Three Month Periods Ended
			March 30, 2007												March 31, 2006
			Amount						% of Total						Amount						% of Total
Sales
HPP				$	162,692						62.3	%				$	176,178						64.7	%
HFS					78,893						30.2	%					77,091						28.3	%
Scantron					19,476						7.5	%					19,306						7.1	%
Eliminations					14						0.0	%					(146	)					(0.1	)%
Total				$	261,075						100.0	%				$	272,429						100.0	%

Consolidated sales decreased $11.4 million, or 4.2%, in the first quarter of 2007 compared to the first quarter of 2006. Sales of products, which consist of all HPP sales (except analytical and educational services), software licensing sales, scanning equipment and scannable forms and other products, decreased $11.1 million, or 5.3%, in the first quarter of 2007 compared to the first quarter of 2006. Sales of services, which consist of software maintenance services, field maintenance services, core processing services, analytical and consulting services and other services, decreased $0.3 million, or 0.4%, in the first quarter of 2007 compared to the first quarter of 2006.

HPP sales decreased $13.5 million, or 7.7%, in the first quarter of 2007 compared to the first quarter of 2006. Imprint check printing operations were unfavorably impacted by a volume decrease of 11.7%, offset partially by an average price per unit increase of 1.8%. The volume decrease was primarily attributable to a major customer loss late in the first quarter of 2006 and also to general market volume erosion related to alternative payment systems. Sales of computer checks and related products increased 2.3% in the first quarter of 2007 compared to the first quarter of 2006 due primarily to increased volume through the financial institution channel and the expansion of premium delivery options. Sales of direct marketing activities decreased 1.0% in the first quarter of 2007 compared to the first quarter of 2006 primarily due to a mass mailing for a major customer during the first quarter of 2006 that did not recur during the first quarter of 2007.

HFS sales increased $1.8 million, or 2.3%, in the first quarter of 2007 compared to the first quarter of 2006. Retail and lending solutions sales increased 5.5% in the first quarter of 2007 compared to the first quarter of 2006 primarily due to higher sales of lending and retail solutions products, partially offset by a decrease in sales in mortgage solutions. Lending solutions sales increased due in part to gains in market share, increases in fees due to asset growth of customers and initial sales of a new product released in 2007. Retail solutions sales increased primarily due to the drawdown of backlog related to large branch automation implementations. Mortgage solution sales were negatively impacted by credit quality issues in the sub-prime market. Technology services sales increased 2.0% primarily due to growth of onsite maintenance services. Core systems sales decreased 0.1% primarily due to lower sales of in-house credit union systems and banking sy stems, due in part to unusually high contract termination fees, which were recorded as sales and were received in the first quarter of 2006 and which did not recur in the first quarter of 2007. The core systems sales decrease in the first quarter of 2007 was partially offset by the inclusion of a full quarter of sales of Financialware, which was acquired on January 31, 2006.

At March 30, 2007, HFS backlog, which consists of contracted products and services prior to delivery, was $304.4 million, an increase of 14.1% compared to $266.7 million at the end of the first quarter of 2006, and increased $2.5 million, or 0.8%, from $301.9 million at the end of the fourth

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quarter of 2006. The increase from the first quarter of 2006 was due to stronger bookings in lending solutions and integrated solutions over the last 12 months partially offset by the drawdown of core bank systems backlog. Approximately $126.6 million, or 41.6%, of the backlog at March 30, 2007 is expected to be delivered over the next twelve months and $177.8 million, or 58.4%, is expected to be delivered beyond the next twelve months due to the long-term nature of certain service contracts.

Scantron sales increased $0.2 million, or 0.9%, in the first quarter of 2007 compared to the first quarter of 2006. The increase was due primarily to increases in sales of testing and assessment tools, data collection software and training and maintenance support services, partially offset by decreases in sales of forms, scanning hardware and survey services. Increased sales of newer technology products in the education market were partially offset by lower sales of legacy technology products in that market. Revenue for the newer technology products is recognized over the contract term, which results in deferrals of revenue into future periods, whereas revenue for the legacy products is generally recognized when the product is shipped. Sales of hardware were lower for commercial market applications and non-testing applications in the education market due to a continuing trend in data collection methods moving away from optical mark reading to imaging and di rect input technologies.

Scantron backlog at the end of the first quarter of 2007 was $9.2 million, an increase of $2.5 million, or 37.3%, from $6.7 million at the end of the first quarter of 2006, and a decrease of $1.5 million, or 14.0%, from $10.7 million at December 31, 2006. Approximately $7.6 million of the backlog at March 30, 2007 is expected to be delivered within twelve months.

Gross Profit

Consolidated gross profit and gross profit by segment for the three month periods ended March 30, 2007 and March 31, 2006 were as follows (in thousands):

			Three Month Periods Ended
			March 30, 2007												March 31, 2006
			Amount						% of Sales(a)						Amount						% of Sales(a)
Gross Profit
HPP				$	73,133						45.0	%				$	76,791						43.6	%
HFS					46,784						59.3	%					45,067						58.5	%
Scantron					12,194						62.6	%					12,384						64.1	%
Total				$	132,111						50.6	%				$	134,242						49.3	%

(a) Percentage of sales for each segment is calculated using sales for that segment.

HPP gross profit decreased $3.7 million, or 4.8%, in the first quarter of 2007 compared to the first quarter of 2006 and increased as a percentage of sales from 43.6% in the first quarter of 2006 to 45.0% in the first quarter of 2007. HPP dollar gross profit was unfavorably impacted by lower volumes in check printing operations and direct marketing activities, partially offset by increased sales in computer checks and efficiencies realized from the integration of the Liberty operations. The improvement in gross profit as a percentage of sales was due primarily to an increase in average price per unit in imprint check printing operations and efficiencies realized from the integration of the Liberty operations.

HFS gross profit increased $1.7 million, or 3.8%, in the first quarter of 2007 compared to the first quarter of 2006. As a percentage of sales, HFS gross profit increased to 59.3% in the first quarter of 2007 from 58.5% in the first quarter of 2006. The gross profit increase and the improvement in gross profit as a percentage of sales were due primarily to organic sales growth in products with higher margins.

Scantron gross profit decreased $0.2 million, or 1.5%, in the first quarter of 2007 compared to the first quarter of 2006. As a percentage of sales, Scantron gross profit decreased to 62.6% in the first quarter of 2007 from 64.1% in the first quarter of 2006. The gross profit decrease and the decrease in gross profit as a percentage of sales were due primarily to product mix and higher materials costs.

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Selling, General & Administrative Expenses (SG&A)

Consolidated SG&A and SG&A by segment for the three month periods ended March 30, 2007 and March 31, 2006 were as follows (in thousands):

			Three Month Periods Ended
			March 30, 2007												March 31, 2006
			Amount						% of Sales (a)						Amount						% of Sales (a)
SG&A
HPP				$	40,999						25.2	%				$	41,797						23.7	%
HFS					35,390						44.9	%					35,730						46.3	%
Scantron					7,282						37.4	%					6,276						32.5	%
Corporate					16,761						N/A						8,218						N/A
Total				$	100,432						38.5	%				$	92,021						33.8	%

(a) Percentage of sales for each segment is calculated using sales for that segment.

HPP SG&A decreased $0.8 million, or 1.9%, in the first quarter of 2007 compared to the first quarter of 2006. The decrease was primarily due to lower headcount resulting from Liberty integration actions as well as headcount reductions in the call centers and other areas related primarily to the loss of a large customer in 2006 and lower incentive compensation plan accruals related to financial performance. The increase in SG&A as a percentage of sales from 23.7% in the first quarter of 2006 to 25.2% in the first quarter of 2007 was due primarily to the impact of a 7.7% decrease in sales, partially offset by the impact of lower SG&A expenses discussed above.

HFS SG&A decreased $0.3 million, or 1.0%, in the first quarter of 2007 compared to the first quarter of 2006. The decrease was due primarily to a reorganization that occurred in the third quarter of 2006 and lower incentive compensation plan accruals related to financial performance, partially offset by expenses related to a branding change associated with the realignment in the fourth quarter of 2006 of the technology services operation, which was previously aligned under the Scantron operation. The decrease in SG&A as a percentage of sales from 46.3% in the first quarter of 2006 to 44.9% in the first quarter of 2007 was due primarily to the impact of a 2.3% increase in sales combined with the impact of lower SG&A expenses discussed above.

Scantron SG&A increased $1.0 million, or 16.0%, in the first quarter of 2007 compared to the first quarter of 2006 and increased as a percentage of sales from 32.5% in the first quarter of 2006 to 37.4% in the first quarter of 2007. The increases were primarily due to severance related expenses, a one-time vacation policy adjustment, legal costs, recruiting fees and general insurance expenses.

Corporate SG&A increased $8.5 million in the first quarter of 2007 compared to the first quarter of 2006. The increase was due to $8.5 million of Acquisition-related costs, which included legal and advisory expenses and employee retention bonus accruals.

Amortization of Intangibles

Amortization of intangible assets decreased $0.2 million, or 4.3%, in the first quarter of 2007 compared to the first quarter of 2006 primarily due to the completion of amortization related to certain prior acquisitions.

Consolidated Income from Operations

Consolidated income from operations decreased $10.4 million, or 27.2%, in the first quarter of 2007 compared to the first quarter of 2006, primarily due to an increase in SG&A and lower gross profit in the first quarter of 2007 compared to the first quarter of 2006.

Other Income (Expense)

Other income (expense) decreased $0.5 million to an expense of $3.0 million in the first quarter of 2007 from an expense of $3.5 million in the first quarter of 2006. The decrease was due primarily to

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a decrease in interest expense resulting from lower amounts of debt outstanding in the first quarter of 2007 compared to the first quarter of 2006.

Income from Continuing Operations Before Income Taxes and Cumulative Effect of Change in Accounting Principle

Income from continuing operations before incomes taxes decreased $9.9 million, or 28.5%, to $24.8 million for the first quarter of 2007 compared to $34.6 million for the first quarter of 2006 primarily due to decreased income from operations.

Income Taxes

Harland’s consolidated effective income tax rates were 37.9% and 38.6% for the first quarter of 2007 and the first quarter of 2006, respectively. The lower effective tax rate for the first quarter of 2007 was primarily due to an increase in the IRC Section 199, Qualified Production Activities Deduction.

Cumulative Effect of Change in Accounting Principle, Net of Taxes

Upon the adoption of SFAS 123(R) Harland recognized a benefit of $0.6 million ($0.3 million after tax) as a cumulative effect of a change in accounting principle during the first quarter of 2006, resulting from the requirement to estimate forfeitures of Harland’s restricted stock grants at the date of grant instead of recognizing them as incurred. The estimated forfeiture rate was applied to the previously recorded compensation expense of Harland’s unvested restricted stock in determining the cumulative effect of a change in accounting principle.

Discontinued Operations, Net of Income Taxes

Discontinued operations, which consist of Harland’s printing operation in Mexico, incurred a loss of $0.4 million in the first quarter of 2007 compared to $0.3 million in the first quarter of 2006. Harland completed the sale of this operation on May 15, 2007 (see Note 14 to Harland’s condensed consolidated interim financial statements included elsewhere in this prospectus).

Net Income

Net income in the first quarter of 2007 was $15.0 million compared to $21.3 million in the first quarter of 2006. The decrease in net income was due primarily to Acquisition-related costs, which included legal and advisory expenses and employee retention bonus accruals.

2006 versus 2005

Sales

Consolidated sales for 2006 and 2005 were as follows (in thousands):

			2006												2005
			Amount						% of Total						Amount						% of Total
Sales:
HPP				$	648,397						61.7	%				$	615,565						63.0	%
HFS					324,583						30.9	%					286,946						29.4	%
Scantron					77,885						7.4	%					74,483						7.6	%
Eliminations					(686	)					0.0	%					(364	)					0.0	%
Total				$	1,050,179						100.0	%				$	976,630						100.0	%

Consolidated sales for the fiscal year ended December 31, 2006 were $1,050.2 million, compared to $976.6 million for the fiscal year ended December 31, 2005, an increase of $73.6 million, or 7.5%.

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Sales of products, which consist of all HPP sales (except analytical and educational services), software licensing sales, scanning equipment, scannable forms and other products increased $22.6 million or 2.9%, from $768.4 million in 2005 to $791.0 million in 2006. Sales of services, which consist of software maintenance services, field maintenance services, core processing services, analytical and consulting services and other services increased $51.0 million, or 24.5%, to $259.2 million in 2006 from $208.2 million in 2005.

HPP sales were $648.4 million in 2006 compared to $615.6 million in 2005, an increase of $32.8 million, or 5.3%, which was more than accounted for by a full year’s impact of Liberty operations in 2006 compared with a little more than six months of Liberty operations in 2005. The portions of the acquired Liberty operations contained in the HPP segment increased $46.7 million. Sales also increased for computer checks and related products and direct marketing activities. Sales of computer checks and related products increased 4.9% in 2006 compared to 2005 due primarily to increased volume through the financial institution channel and the promotion of premium delivery options. Sales of direct marketing activities increased 16.8% in 2006 compared to 2005 primarily due to increased volumes in legacy direct marketing activities and operations acquired in the Liberty acquisition that have been aligned under direct marketing in 2006 and under ch ecks in 2005. Partially offsetting those increases was a 5.7% decrease in legacy imprint check sales. Legacy imprint check printing operations were unfavorably impacted by a volume decrease of 8.4% partially offset by an average price per unit increase of 2.2%. The volume decrease was primarily attributable to a major client loss in the first quarter of 2006 and to general market volume decline related to alternative payments systems. The increase in average price per unit was primarily due to a price increase implemented during the first quarter of 2006, partially offset by an increase in client rebates and a decline in contract termination payments from $7.5 million received in 2005 to $2.7 million received in 2006.

HFS sales increased $37.7 million, or 13.1%, to $324.6 million in 2006 from $286.9 million in 2005. The increase in sales was due primarily to the acquisitions made in 2005 and 2006 and organic sales increases. See Note 2 to Harland’s annual consolidated financial statements included elsewhere in this prospectus regarding business acquisitions in 2006 and 2005. Acquisitions accounted for approximately $27.2 million of the increase in sales. HFS organic sales growth was approximately $10.5 million, or 3.6%, primarily due to increases in lending solutions, retail solutions and credit union and bank core systems sales. Retail and lending solutions organic sales growth was 6.3% or $7.6 million in 2006 compared to 2005 primarily due to increased sales of lending solutions and branch automation systems, partially offset by a decrease in mortgage solutions sales. Core systems organic sales growth was 2.6% or $3.2 million primari ly due to an increase in processing fees and implementation sales in credit union core systems and an increase in processing fees and international revenue in bank core systems.

At December 31, 2006, HFS’s backlog, which consists of contracted products and services prior to delivery, was $301.9 million, an increase of $36.6 million, or 13.8% from the backlog at December 31, 2005. The increase in backlog was primarily due to increases in lending solutions, bank core systems and retail solutions. Approximately $114.0 million, or 37.8%, of the backlog at December 31, 2006 is expected to be delivered over the next twelve months and $187.9 million or 62.2%, is expected to be delivered beyond the next twelve months due to the long-term nature of certain service contracts.

Scantron sales were $77.9 million in 2006 compared to $74.5 million in 2005, an increase of $3.4 million, or 4.6%, primarily due to increased sales of testing and assessment and data collection software, survey services, standard forms and legacy scanning hardware, partially offset by decreases in sales of custom data collection forms. Increased sales of newer software products in the education market were partially offset by lower sales of legacy software products in that market. Revenue for the newer software products is recognized over the contract term, which results in deferrals of revenue into future periods, whereas revenue for the legacy products is generally recognized when the product is shipped. Certain of the legacy software products were sunsetted in 2005 and are no longer being actively marketed.

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Scantron’s backlog increased $3.1 million, or 40.8% from $7.6 million at December 31, 2005 to $10.7 million at December 31, 2006. Approximately $9.3 million of the backlog at December 31, 2006 is expected to be delivered in twelve months or less.

Gross Profit

Consolidated gross profit and gross profit by segment for 2006 and 2005 were as follows (in thousands):

			2006												2005
			Amount						% of Sales (a)						Amount						% of Sales (a)
Gross Profit:
HPP				$	287,278						44.3	%				$	262,461						42.6	%
HFS					193,681						59.7	%					174,636						60.9	%
Scantron					48,432						62.2	%					48,269						64.8	%
Total				$	529,391						50.4	%				$	485,366						49.7	%

(a) Percentage of sales for each segment is calculated using sales for that segment.

HPP gross profit increased $24.8 million, or 9.5%, in 2006 from 2005. The HPP gross profit increase was primarily due to the Liberty acquisition and sales increases in computer checks and related products and direct marketing operations, partially offset by a sales decrease in legacy imprint check printing operations (which exclude Liberty operations). As a percentage of sales, HPP gross profit increased from 42.6% in 2005 to 44.3% in 2006 primarily due to efficiencies realized from the integration of the Liberty operations.

HFS gross profit increased $19.1 million, or 10.9%, in 2006 from 2005. The gross profit increase was due primarily to acquisitions and an increase in organic sales. As a percentage of sales, HFS gross profit decreased to 59.7% for 2006 from 60.9% for 2005 due primarily to the lower margin nature of acquired operations.

Scantron gross profit increased $0.2 million, or 0.3%, in 2006 from 2005. The gross profit increase was due to the sales increase. As a percentage of sales, Scantron gross profit decreased from 64.8% for 2005 to 62.2% for 2006 primarily due to increased production costs for forms and a change in sales mix.

Selling, General and Administrative Expenses

Consolidated SG&A for 2006 and 2005 were as follows (in thousands):

			2006												2005
			Amount						% of Sales (a)						Amount						% of Sales (a)
SG&A:
HPP				$	166,039						25.6	%				$	158,779						25.8	%
HFS					142,876						44.0	%					125,871						43.9	%
Scantron					26,325						33.8	%					27,898						37.5	%
Corporate					48,390												29,831
Total				$	383,630						36.5	%				$	342,379						35.1	%

(a) Percentage of sales for each segment is calculated using sales for that segment.

HPP’s SG&A increased $7.3 million, or 4.6%, in 2006 from 2005. The increase was primarily due to the portions of the acquired Liberty operations contained in HPP, which accounted for the majority of the increase, and the impact of implementing SFAS 123(R), partially offset by lower selling and marketing, call center, information technology and incentive compensation expenses.

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HFS’s SG&A increased $17.0 million, or 13.5%, in 2006 from 2005 due to operations acquired in 2006, increased expenses for core systems operations, division support and product development activities and the impact of implementing SFAS 123(R).

Scantron’s SG&A decreased $1.6 million, or 5.6%, in 2006 from 2005. The decrease was due primarily to lower product development costs and lower selling and marketing expenses attributable largely to cost reductions implemented in late 2005 and 2006, partially offset by increased legal expenses related to a lawsuit, increased severance expenses and the impact of implementing SFAS 123(R).

Corporate SG&A increased $18.6 million, or 62.2%, in 2006 from 2005. The increase was primarily due to $6.8 million of legal and advisory expenses and retention bonus accruals related to the Acquisition (see Note 17 to Harland’s annual consolidated financial statements included elsewhere in this prospectus) and $4.8 million of compensation costs triggered by amendments to the Harland Board of Directors’ deferred compensation plans related to the Acquisition (see Note 10 to Harland’s consolidated financial statements). Other factors contributing to the increase were the impact of implementing SFAS 123(R), an increase in headcount primarily for business development activities and information security services and increases in professional fees. These increases were partially offset by lower postretirement benefit costs.

Amortization of Other Intangible Assets

Amortization of other intangible assets increased $4.4 million, or 37.8%, to $16.0 million in 2006 compared to $11.6 million in 2005 primarily due to the impact of operations acquired in 2006 and 2005.

Consolidated Income From Operations

Consolidated income from operations decreased $1.6 million, or 1.2%, to $129.7 million for 2006 from $131.3 million for 2005 primarily due to higher SG&A and amortization of intangibles substantially offset by increased gross profit, all of which are described in more detail above.

Other Income (Expense)

Other income (expense) increased $6.2 million to an expense of $15.1 million in 2006 from an expense of $8.9 million in 2005. The increase was primarily due to an increase in interest expense resulting from higher amounts of debt outstanding and higher average interest rates in 2006 compared to 2005.

Income from Continuing Operations Before Income Taxes and Cumulative Effect of Change in Accounting Principle

Income from continuing operations before income taxes decreased $7.9 million, or 6.4%, to $114.6 million for 2006 from $122.5 million for 2005 due to decreased income from operations and increased interest expense.

Income Taxes

Harland’s consolidated effective income tax rates for continuing operations were 36.4% and 37.7% for 2006 and 2005, respectively. The lower effective tax rate for 2006 was primarily due to research and development credits for the fiscal years 2002 to 2006 and favorable adjustments related to prior years. Partially offsetting these factors were nondeductible transaction costs related to the pending Acquisition, the expiration of the IRC Section 936 U.S. tax credit for Harland’s operations in Puerto Rico, a higher state income tax rate reflecting the impact of recent acquisitions and a favorable adjustment to deferred income tax liabilities in 2005 resulting from a lower tax rate related to a change in Ohio tax law. See Note 8 to Harland’s annual consolidated financial statements included elsewhere in this prospectus for factors affecting the tax rate in each year.

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Cumulative Effect of Change in Accounting Principle, Net of Taxes

Upon the adoption of SFAS 123(R) Harland recognized a benefit of $0.6 million ($0.3 million after tax) as a cumulative effect of a change in accounting principle resulting from the requirement to estimate forfeitures of Harland’s restricted stock grants at the date of grant instead of recognizing them as incurred. The estimated forfeiture rate was applied to the previously recorded compensation expense of Harland’s unvested restricted stock in determining the cumulative effect of a change in accounting principle.

Discontinued Operations, Net of Income Taxes

Discontinued operations, which consist of Harland’s printing operation in Mexico, incurred a loss of $5.2 million in 2006 compared to a loss of $0.8 million in 2005. The decision to dispose of this operation in the fourth quarter of 2006 resulted in a $3.5 million impairment charge. Harland completed the sale of this operation on May 15, 2007.

Net Income

Harland’s net income for 2006 was $68.1 million compared to $75.5 million for 2005, a decrease of $7.4 million, or 9.8%. The decrease in net income was due primarily to Acquisition-related costs, which included legal and advisory expenses, employee retention bonus accruals and compensation costs triggered by amendments to the Harland Board of Directors’ deferred compensation plans, the impairment charge related to discontinued operations and an increase in costs related to the implementation of SFAS 123(R). The impact of those increased costs was partially offset by a decrease in tax expense related to research and development tax credits.

2005 versus 2004

Sales

Consolidated sales for 2005 and 2004 were as follows (in thousands):

			2005												2004
			Amount						% of Total						Amount						% of Total
Sales:
HPP				$	615,565						63.0	%				$	480,357						60.8	%
HFS					286,946						29.4	%					235,299						29.8	%
Scantron					74,483						7.6	%					75,187						9.5	%
Eliminations					(364	)					0.0	%					(525	)					(0.1	)%
Total				$	976,630						100.0	%				$	790,318						100.0	%

Consolidated sales for the fiscal year ended December 31, 2005 were $976.6 million, compared to $790.3 million for the fiscal year ended December 31, 2004, an increase of $186.3 million, or 23.6%. Sales of products, which consist of all HPP sales (except analytical services), software licensing sales, scanning equipment and scannable forms, in-house host processing systems and other products increased $135.8 million or 21.5%, from $632.6 million in 2004 to $768.4 million in 2005. Sales of services, which consist of software maintenance services, field maintenance services, core processing services, analytical and consulting services and other services increased $50.5 million, or 32.0%, to $208.2 million in 2005 from $157.7 million in 2004.

HPP sales increased $135.2 million, or 28.1%, in 2005 compared to 2004. The portions of the acquired Liberty operations contained in HPP contributed $68.2 million of the increase. Domestic imprint check printing operations, which exclude Liberty operations, were favorably impacted by a volume increase of 23.3%, partially offset by a decrease in the average price per unit of 7.0%. The volume increase was primarily attributable to the addition of a major client in late 2004 and the favorable impact of a package size reduction, partially offset by a continued general market volume

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decline related to alternative payments systems. The decrease in the average price per unit was due primarily to incentives and price reductions resulting from contract renewals and lower than average pricing for the major new client added in late 2004. Sales of computer checks and related products increased 6.0% in 2005 from 2004 due primarily to higher sales from the financial institution and retail channels, partially offset by lower sales in the software channel primarily due to lower average pricing. Sales for direct marketing activities increased 7.3% in 2005 from 2004 due to higher volumes partially offset by decreased analytical services sales attributable to contracts not being renewed with certain major banks.

HFS’s sales increased $51.6 million, or 21.9%, in 2005 compared to 2004. The increase in sales was due to the Intrieve acquisition, the portions of the operations that were aligned under HFS from the Liberty acquisition and a full year of operations for the Phoenix System acquisition as well as the impact of other 2004 acquisitions. See Note 2 to Harland’s annual consolidated financial statements included elsewhere in this prospectus regarding all acquisitions. Sales related to acquisitions were approximately $54.9 million in 2005. HFS’s organic sales decreased approximately $3.3 million, or 1.4%, due primarily to decreases in retail and lending solutions and core system sales. Retail and lending solutions organic sales decreased 3.1% or $3.7 million in 2005 compared to 2004 primarily due to decreased sales in retail and mortgage solutions that more than offset increased sales in lending solutions. Core systems organic sales decreased 0.9%, or $0.6 million in 2005 compared with 2004 primarily due to decreased sales of credit union core systems, partially offset by increased sales of credit union service bureau services.

At December 31, 2005, HFS’s backlog, which consists of contracted products and services prior to delivery, was $265.3 million, an increase of $146.9 million from the backlog at December 31, 2004. The increase in backlog was due to acquisitions, stronger bookings in lending solutions and banking systems over the last 12 months, partially offset by the drawdown of backlog related to mortgage and retail solution products. Backlog increased organically by 9.3% from December 31, 2004. Approximately $95.9 million or 36.1% of the backlog at December 31, 2005 is expected to be delivered over the next twelve months and $169.4 million or 63.9% is expected to be delivered beyond the next twelve months due to the long-term nature of certain service contracts.

Scantron sales decreased $0.7 million, or 0.9%, in 2005 compared to 2004. The decrease in sales was due primarily to decreases in sales of imaging and survey solutions products and services and educational software and services, partially offset by increased sales of testing and custom data collection forms. Increased sales of newer software products in the education market were more than offset by lower sales of legacy software products in that market. Revenue for the newer software products is recognized over the contract term, which results in deferrals of revenue into future periods, whereas revenue for the legacy products is generally recognized when the product is shipped. Certain of the legacy software products were sunsetted in 2005 and are no longer being actively marketed. Sales of hardware were lower for commercial market applications and non-testing applications in the education market due to a continuing trend in data collection methods moving away from optical mark reading to imaging and direct input technologies. The decrease in survey solutions products and services was primarily due to client losses and lower volume in an existing account. Scantron’s backlog decreased $0.6 million or 7.3% from $8.2 million at December 31, 2004 to $7.6 million at December 31, 2005. Approximately $6.6 million of the backlog at December 31, 2005 is expected to be delivered in twelve months or less.

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Gross Profit

Consolidated gross profit and gross profit by segment for 2005 and 2004 were as follows (in thousands):

			2005												2004
			Amount						% of Sales (a)						Amount						% of Sales (a)
Gross Profit:
HPP				$	262,461						42.6	%				$	195,297						40.7	%
HFS					174,636						60.9	%					146,157						62.1	%
Scantron					48,269						64.8	%					48,475						64.5	%
Total				$	485,366						49.7	%				$	389,929						49.3	%

(a) Percentage of sales for each segment is calculated using sales for that segment.

HPP gross profit increased $67.2 million, or 34.4%, in 2005 compared to 2004 and increased as a percentage of sales from 40.7% in 2004 to 42.6% in 2005. The portions of the acquired Liberty operations contained in HPP accounted for 51.5% of the gross profit increase in 2005. Additionally, HPP gross profit was favorably impacted by sales increases in domestic imprint check printing, computer checks and related products and direct marketing operations. HPP gross profit was also favorably impacted by efficiencies gained from plant consolidations and plant consolidation costs of $5.3 million incurred in 2004 (see Note 5 to Harland’s annual consolidated financial statements included elsewhere in this prospectus). Lower average pricing in domestic imprint check printing operations in 2005 and a change in employees’ paid time off policy in 2004 partially offset these favorable factors. In the fourth quarter of 2004, HPP gross profit was favorably impacted by a policy change for employees’ paid time off which resulted in a benefit of $1.3 million. Gross profit in computer checks and related products operations also was favorably impacted by efficiencies realized from the implementation of digital printing technology during 2004.

HFS gross profit increased $28.5 million, or 19.5%, in 2005 compared to 2004. The gross profit increase was due primarily to acquisitions, sales mix and lower costs in its other businesses. As a percentage of sales, HFS gross profit decreased to 60.9% for 2005 from 62.1% for 2004 due primarily to the lower margin nature of the acquired operations. HFS gross profit increased approximately 4.7% organically in 2005 compared to 2004 due primarily to lower costs and a change in sales mix.

Scantron gross profit decreased $0.2 million, or 0.4%, in 2005 compared to 2004 due primarily to lower sales. As a percentage of sales, Scantron gross profit increased slightly to 64.8% for 2005 from 64.5% for 2004.

Selling, General and Administrative Expenses

Consolidated SG&A for 2005 and 2004 were as follows (in thousands):

			2005												2004
			Amount						% of Sales (a)						Amount						% of Sales (a)
SG&A:
HPP				$	158,779						25.8	%				$	124,701						26.0	%
HFS					125,871						43.9	%					110,042						46.8	%
Scantron					27,898						37.5	%					25,593						34.0	%
Corporate					29,831												27,863
Total				$	342,379						35.1	%				$	288,199						36.5	%

(a) Percentage of sales for each segment is calculated using sales for that segment.

HPP’s SG&A increased $34.1 million, or 27.3%, in 2005 compared to 2004. The increase was primarily due to Liberty SG&A, higher marketing and call center support expenses (related to the

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addition of a major client in late 2004 and a ramp-up related to a major client implemented in the fourth quarter of 2005), higher incentive compensation costs (related to Harland’s financial performance), expenses related to the development of fraud prevention solutions and a change in employees’ paid time off policy in 2004, partially offset by lower selling, client support and information technology expenses primarily due to staffing reduction actions in 2004. In the fourth quarter of 2004, HPP’s SG&A was favorably impacted by a policy change for employees’ paid time off which resulted in a benefit of $1.6 million.

HFS’s SG&A increased $15.8 million, or 14.4%, in 2005 compared to 2004 due to the impact of acquisitions during 2005 and late 2004, partially offset by decreased product development costs related to a mortgage loan product that was released in 2004, efficiencies from cost reduction initiatives implemented in 2004 and lower sales commissions.

Scantron’s SG&A increased $2.3 million, or 9.0%, in 2005 compared to 2004. The increase was due primarily to product development activities for a new imaging scanner and selling and product launch expenses related to a new imaging software application release.

Corporate SG&A increased $2.0 million, or 7.1%, in 2005 compared to 2004. The increase was primarily due to increases in incentive compensation costs due to Harland’s financial performance, increased legal, audit and tax fees and a contract renewal for Harland’s then Chief Executive Officer, partially offset by lower expenses related to environmental liabilities and lower deferred compensation expenses as a result of the unfavorable impact of a change in life expectancy assumptions in 2004.

Asset Impairment Charges

Asset impairment charges in 2004 totaled $10.3 million and consisted of a $7.9 million asset impairment charge related to the termination of development efforts on certain portions of an HPP customer care infrastructure project and a $2.4 million charge on an HPP facility to adjust its basis to its estimated fair value. The facility was closed in 2004 pursuant to an HPP plant consolidation plan and sold in 2005.

Gain on Disposal of Assets—net

During 2004, Harland realized a net gain of $3.4 million on the disposal of assets primarily due to a gain of $3.7 million realized on the sale of an HPP facility.

Amortization of Other Intangible Assets

Amortization of other intangible assets increased $7.8 million to $11.6 million in 2005 compared to $3.8 million in 2004 due primarily to the impact of operations acquired in 2005 and 2004.

Income from Operations

Income from operations increased $40.3 million, or 44.3%, to $131.3 million for 2005 from $91.0 million for 2004 primarily due to increased gross profit in 2005 and asset impairment charges in 2004 which were partially offset by higher SG&A and amortization of intangibles in 2005 and a net gain on the disposal of assets in 2004, all of which are described in more detail above.

Other Income (Expense)

Other income (expense) increased $5.6 million to an expense of $8.9 million in 2005 from an expense of $3.3 million in 2004. The increase was primarily due to an increase in interest expense resulting from higher amounts of debt outstanding and higher average interest rates in 2005 compared to 2004, partially offset by interest income related to federal income tax refunds due to Harland. The increase in the amounts of debt outstanding resulted from the Intrieve and Liberty acquisitions.

Income From Continuing Operations Before Income Taxes and Cumulative Effect of Change in Accounting Principle

Income from continuing operations before income taxes increased $34.7 million, or 39.5%, to $122.5 million for 2005 from $87.8 million for 2004 due to increased income from operations, partially offset by higher interest expense in 2005.

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Income Taxes

Harland’s consolidated effective income tax rates for continuing operations were 37.7% and 37.3% for 2005 and 2004, respectively. The higher effective tax rate for 2005 was primarily due to an increase in the effective state income tax rate for the consolidated group and a decrease in the U.S. tax credit for Harland’s operation in Puerto Rico, partially offset by the implementation of Section 199 of the Internal Revenue Code of 1986, as amended, allowing deductions relating to income attributable to domestic production activities, and a favorable adjustment to deferred income tax liabilities resulting from a lower tax rate related to a change in Ohio tax law. The effective tax rate for 2004 included the favorable impact of a release of a valuation allowance related to the utilization of capital loss carryforwards, a favorable adjustment related to the partial closure of a review of Harland’s income tax filings for 1999 and 2000 by the Internal Revenue Service and prior year foreign transfer pricing agreements. See Note 8 to Harland’s annual consolidated financial statements included elsewhere in this prospectus for factors affecting the tax rate in each year.

Discontinued Operations, Net of Income Taxes

Discontinued operations, which consist of Harland’s printing operation in Mexico, incurred a loss of $0.8 million in 2005 compared to income of $0.1 million in 2004 primarily due to the loss of a client and increased SG&A in 2005.

Net Income and Earnings Per Share

Harland’s net income for 2005 was $75.5 million compared to $55.1 million for 2004, an increase of $20.4 million, or 36.9%. Basic and diluted earnings per share were $2.77 and $2.69, respectively, for 2005 compared to basic and diluted earnings per share of $2.02 and $1.96, respectively, for 2004. Net income for 2004 included a pre-tax impairment charge of $7.9 million related to the decision not to complete certain portions of HPP’s customer care infrastructure project, equivalent to $0.17 per share on a diluted basis, and pre-tax charges of $5.8 million related to the reorganization of the HPP segment, equivalent to $0.13 per share on a diluted basis.

Financial Condition, Capital Resources and Liquidity

Sources and Uses of Cash

Three Month Periods Ended March 30, 2007 and March 31, 2006

			Three Month Periods Ended
			March 30, 2007						March 31, 2006
			(dollars in thousands)
Net cash (used in) provided by operating activities				$	(92	)				$	14,792
Net cash (used in) investing activities					(6,463	)					(13,011	)
Net cash (used in) provided by financing activities					4,521						(3,056	)

Cash flow provided by operations decreased $14.9 million in the first quarter of 2007 compared to the first quarter of 2006. The decrease was primarily due to an $8.7 million decrease in net income adjusted for depreciation and amortization in the first quarter of 2007 compared to the first quarter of 2006, payments of $7.7 million made to non-employee directors in the first quarter of 2007 for deferred compensation balances and payments related to the Acquisition that were accrued during the fourth quarter of 2006.

The principal uses of cash in the first quarter of 2007 were for upfront contract acquisition payments ($17.6 million), capital expenditures ($6.4 million) and dividend payments to shareholders ($4.5 million). Cash from Harland’s credit facility provided a net inflow of $8.5 million in the first quarter of 2007.

Purchases of property, plant and equipment totaled $6.4 million in the first quarter of 2007, an increase of $0.4 million, compared to $6.0 million in the first quarter of 2006 and were primarily in HPP for system enhancements.

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In July 2006, Harland entered into a new credit facility (the ‘‘Prior Harland Credit Facility’’) with a syndicate of banks increasing the amount available from $412.5 million under the previous credit facility to $450.0 million. The Prior Harland Credit Facility was extinguished on May 1, 2007 in connection with the Transactions. The Prior Harland Credit Facility was comprised of an $87.5 million term loan and a $362.5 million revolving loan both of which were to mature in 2011. The term loan did not have any annual repayment requirements.

At March 30, 2007, Harland had $219.1 million in outstanding cash borrowings under the Prior Harland Credit Facility, $5.2 million in outstanding letters of credit and $225.7 million available for borrowing. The average interest rate in effect on outstanding cash borrowings at March 30, 2007 was 5.73%.

At March 30, 2007, Harland had $8.4 million in cash and cash equivalents.

Years Ended December 31, 2006, December 31, 2005 and December 31, 2004

			Years Ended December 31,
			2006						2005						2004
			(dollars in thousands)
Net cash provided by operating activities				$	153,192					$	153,757					$	120,371
Net cash (used in) investing activities					(32,571	)					(262,108	)					(51,043	)
Net cash (used in) provided by financing activities					(120,461	)					109,435						(68,639	)

Harland has historically generated positive cash flows from its operations and continually evaluates uses of such cash flows to strengthen shareholder value through a combination of internal development, acquisitions, repurchases of stock, dividend payments and repayment of debt.

Cash flow provided from operations in 2006 decreased $0.6 million, or 0.4%, to $153.2 million from $153.8 million in 2005. The decrease was primarily due to the impact of adopting SFAS 123(R) (see Note 1 to Harland’s annual consolidated financial statements included elsewhere in this prospectus), whereby tax benefits from stock compensation which were previously included in cash flows from operations are now included in cash flows from financing activities partially offset by lower upfront contract payments.

The principal uses of cash in 2006 were for repurchases of stock ($75.4 million), net payments toward Harland’s credit facility ($44.0 million), capital expenditures ($23.5 million), upfront contract payments ($22.2 million) and dividend payments to stockholders ($17.1 million). During 2006, cash provided by financing activities consisted primarily of the issuance of treasury stock, totaling $13.2 million, as a result of stock option exercises and issuances under the employee stock purchase plan.

Purchases of property, plant and equipment totaled $23.5 million in 2006, a decrease of $0.4 million, compared to $23.9 million in 2005 and were primarily in HPP for systems development and equipment purchases.

In 2006, Harland purchased 1,950,500 shares of its common stock at a cost of $75.4 million or an average cost of $38.67 per share under a stock repurchase program. No additional shares have been repurchased under the program since December 31, 2006.

At December 31, 2006, there was $210.6 million in outstanding cash borrowings, $5.2 million in outstanding letters of credit and $234.2 million of remaining availability under the Prior Harland Credit Facility. The average interest rate in effect on outstanding cash borrowings at December 31, 2006 and 2005 was 5.86% and 5.30%, respectively. At December 31, 2006, Harland had $10.5 million in cash and cash equivalents. For a discussion of our liquidity after the Transactions, see ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clarke American—Liquidity and Capital Resources.’’

Legal Proceedings

In the ordinary course of business, Harland is subject to various legal proceedings and claims. Harland believes that the ultimate outcome of these matters will not have a material effect on its financial statements.

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On January 26, 2007, an alleged shareholder of Harland filed a purported class action complaint in the Superior Court of Fulton County, Georgia against Harland, certain members of its board of directors, M & F Worldwide, H Acquisition Corp., a wholly owned subsidiary of M & F Worldwide, and Ronald O. Perelman. The complaint alleged that Harland’s board of directors breached its fiduciary duties to Harland’s shareholders in approving and adopting the merger agreement by, among other things, agreeing to merger consideration that is allegedly unfair to Harland’s shareholders and agreeing to allegedly unreasonable deal protection measures in the merger agreement. The complaint further alleged that Harland’s board of directors breached its fiduciary duties by failing to disclose certain information in the preliminary proxy statement filed with the Securities and Exchange Commission. The lawsuit seeks, among other things, to e njoin the completion of the merger and to recover costs and disbursements incurred by the plaintiff, including reasonable attorneys’ fees and experts’ fees. In March 2007, a memorandum of understanding was reached to settle the matter which includes the payment by Harland of legal fees incurred by the plaintiff.

Accumulated Other Comprehensive Loss

As of December 31, 2006, Harland’s accumulated other comprehensive loss was $0.7 million and consisted of net actuarial losses on postretirement benefits, partially offset by unrealized gains on investments and foreign currency translation adjustments.

Acquisitions

All acquisitions in 2006, 2005 and 2004 were paid for with cash provided from Harland’s credit facility and operating activities. The acquisitions were accounted for using the purchase method of accounting and, accordingly, the results of operations of the acquired businesses have been included in Harland’s operations since the particular acquisition closing dates (see Note 2 to Harland’s annual consolidated financial statements included elsewhere in this prospectus).

Accounting Pronouncements

See Note 1 to Harland’s consolidated annual financial statements and Note 2 to Harland’s interim condensed consolidated financial statements included elsewhere in this prospectus regarding the impact of recent accounting pronouncements on Harland’s financial condition and results of operations.

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Business

Our Company

We are a leading provider of printed products, software and services, and testing and assessment solutions. We have three segments: Harland Clarke, HFS and Scantron. Harland Clarke is a leading provider of checks and related products, direct marketing and contact center services to financial and commercial institutions as well as individual consumers and small businesses. HFS is a leading lending and mortgage compliance software provider in the United States. Scantron is a leading provider of educational testing and survey technologies to educational institutions and Fortune 1000 organizations in the United States. We serve approximately 15,000 financial and commercial institutions through Harland Clarke, approximately 28,000 clients through HFS, and over 21,000 educational and commercial clients through Scantron. For the fiscal year ended December 31, 2006, on a pro forma basis for the Transactions, we fulfilled over 110 million check units, prov ided software solutions to approximately 39% of all financial institutions in the United States and sold testing or data collection solutions to public high schools, colleges and universities representing approximately 64% of the U.S. student population.

For the fiscal year ended December 31, 2006, on a pro forma basis, we generated $1,674.1 million of revenue, $8.2 million of income from continuing operations and $381.0 million of EBITDA. For a reconciliation of EBITDA to income from operations and a discussion of other items that may be considered in addition to EBITDA, please see ‘‘Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial Data—Clarke American’s Summary Historical and Pro Forma Consolidated Financial Data.’’ Of the $1,674.1 million in revenue, approximately 80% is derived from long-term contracts. The following table shows our revenue by business line for fiscal year 2006, on a pro forma basis for the Transactions:

We believe that the combination of Clarke American and Harland businesses will create numerous strategic benefits including:

	•	Diversified business and products;

	•	Diversified client relationships with long-term contracts;

	•	Significant cost savings;

	•	Complementary platforms;

	•	‘‘Best-in-class’’ people and processes; and

	•	Strong free cash flow generation.

Harland Clarke offers checks and related products, forms and treasury supplies, and related delivery and fraud prevention services. It also provides specialized direct marketing and contact center services to its financial and commercial institution clients. Harland Clarke’s direct marketing offerings include turnkey direct marketing solutions, onboarding, Alcott Routon solutions, checkbook messaging and e-mail marketing. Through the contact centers, Harland Clarke provides financial institutions with both inbound and outbound support for its clients, including sales and ordering

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services for checks and related products and services, customer care and banking support, and marketing services. Harland Clarke has more than 20 million annual direct customer contacts through its contact centers and websites, which enables it to up-sell and cross-sell higher value checks and related products and services as well as deliver marketing messages and customer service support on behalf of financial institutions. Harland Clarke’s focus on these areas has helped it grow its revenues at a compound annual growth rate of approximately 2.7% from the year ended December 31, 2000 through the year ended December 31, 2006. Management believes Harland Clarke is a ‘‘best-in-class’’ provider of outsourced services to financial and commercial institutions as well as high quality products and services to the end-consumer.

HFS provides products and services including lending and mortgage origination and servicing applications, business intelligence solutions, customer relationship management software, branch automation solutions and core processing systems and services, principally targeted to community banks and credit unions. Management believes that the HFS division enjoys a leading market position in lending and mortgage compliance software, business intelligence/CRM software for community banks and credit unions, and branch automation software. Approximately 70% of HFS’s revenues are recurring revenues. Through strategic acquisitions, HFS has built a full suite of software products to service community banks and credit institutions, has grown revenues from $174.1 million for the fiscal year ended December 31, 2002 to $324.6 million for the fiscal year ended December 31, 2006, and has increased software clients from 6,200 to 8,400 for the respective p eriods.

Scantron provides testing and assessment solutions to schools in North America, offers specialized data collection solutions to educational and commercial institutions and collects and manages survey information for a wide variety of Fortune 1000 organizations. Scantron’s products and services include scannable forms, scanning equipment, survey services and testing software and related services. Scantron benefits from high recurring revenue as its installed base of over 38,000 scanners generates consistent revenue from repeat orders of compatible forms. Management believes the growth in the Scantron business will primarily be generated by testing software and related services, and survey software and related services, while Scantron forms and scanners will continue to provide a stable base of revenue.

Our Competitive Strengths

Diversified Business and Products.    We believe the combination of Clarke American and Harland creates a ‘‘best-in-class’’ provider of checks and related products and services, direct marketing and contact center services, financial institution software and services, and testing and assessment solutions. The combined platform gives us the opportunity to sell a wider array of products and services to a significantly broader base of financial, educational and commercial institutions. We believe we are well-positioned to quickly respond to financial institution demand for outsourcing services, the growth of alternative payment systems, continued expansion in the financial institution technology market and the migration to electronic testing and assessment platforms.

Diversified Client Relationships with Long-Term Contracts.    We have long-term contracts and are the sole provider of checks to virtually all of our financial institution clients. The majority of Harland Clarke’s contracts with financial institutions generally have terms ranging from three to five years, resulting in stable and predictable revenue and cash flow. Approximately 85% of Harland Clarke’s and 70% of HFS’s business operate under long-term contracts. The relationship with Bank of America, our largest client, spans more than 35 years, and we have been serving each of our existing ten largest clients for approximately 13 years on average. In addition, our ten largest clients accounted for approximately 26% of 2006 sales on a pro forma basis for the Transactions, demonstrating the diversity of our relationships.

Reputation for High Quality Standards and Security.    We have a commitment to quality, earning us a reputation with our clients as an industry leader on quality, service and security. Clarke American’s commitment to achieving superior performance was validated by the U.S. Department of Commerce when Clarke American received the 2001 Malcolm Baldrige National award. We are also dedicated to protecting our clients’ privacy and handling information in a secure and confidential

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manner. We currently incorporate a variety of measures based on the standards of security identified by the International Standards Organization and are registered with ‘‘Verisign’’, ‘‘Cybertrust’’, ‘‘Check Payment Systems Association’’ as well as the ‘‘Accredited Standards Committee X9.’’

Successful Track Record of Continuous Cost Saving.    Both Clarke American and Harland have historically been successful in reducing costs by consolidating facilities, negotiating procurement savings and reducing corporate overhead expenses. From the fiscal year ended December 31, 2003 through the fiscal year ended December 31, 2006, Clarke American alone achieved over $20 million, on average, in annual and recurring cost savings. At the same time, it maintained quality, service and client and customer satisfaction. We expect to continue to drive cost savings through a strategic plan which includes technology and process improvements designed to reduce fixed costs as well as procurement initiatives. In addition, we believe that our historical experience in driving cost reductions will help enable us to deliver the cost savings planned in connection with the Transactions.

Leading Provider of Financial Software and Services to Financial Institutions.    HFS is a leading provider of mortgage origination software and compliance software. HFS provides mission-critical back-office solutions, including core processing, item processing and payments software and services. In addition, HFS provides front-office solutions, including CRM, branch automation, self-service and lending solutions. The primary markets served include banks, credit unions, thrifts and mortgage companies. HFS’s client relationships are generally stable and long-term due to the complexity and cost associated with switching providers. Consequently, approximately 70% of HFS revenue is under long-term contracts and is recurring in nature.

Leading Market Position in Educational Testing and Assessment.    Scantron is a leading provider of classroom-based testing. As of December 31, 2006, public high schools, colleges and universities representing approximately 80% of the enrolled students in the United States used at least one Scantron product and Scantron currently has an installed base of over 38,000 scanners. During 2006, Scantron improved its client penetration with software-enabled testing and survey products in the education and commercial markets.

Strong Free Cash Flow Generation.    Our strong operating results and historically low capital expenditure and working capital requirements are key drivers of our strong cash flow generation. From the fiscal year ended December 31, 2004 to the fiscal year ended December 31, 2006, our capital expenditures averaged 2.7% of our pro forma revenue. Management expects that our facilities will require a similar level of capital expenditures in the future.

Strong and Experienced Management.    We have attracted and retained an exceptionally talented and complementary executive management team. Our management team has a proven successful track record of merging operations, integrating acquired assets and companies and operating in leveraged environments.

Our Business Strategy

The primary components of our strategy are to:

	•	Cross-sell Between Business Segments.    We are well-positioned to effectively cross-sell a variety of printed products, software, and testing and assessment offerings between segments. For example, HFS’s strong CRM technology solutions provide an excellent foundation to promote the analytics-driven direct marketing campaigns of Harland Clarke. In addition, Scantron’s survey services are a valuable addition to our analytics-oriented offerings in both Harland Clarke and HFS. Our integrated service offerings, including check programs, direct marketing and core processing software, provide our clients an efficient and turnkey solutio n to meeting the needs of their customers.

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	•	Capitalize On Complementary Offerings Across Harland Clarke’s Client Base.    We intend to drive growth by promoting our combined suite of offerings to the expanded client base of Harland Clarke. The combined offerings include a broader selection of premium check designs, expanded security and fraud prevention services and a more comprehensive suite of direct marketing and contact center services.

	•	Cross-Sell Software Products into our Combined Client Base.    HFS plans to continue its strong focus on cross-selling, both within the existing software customer base as well as within the customer base of Harland Clarke. The combination of Clarke American and Harland has opened up new customer relationships to further expand the potential cross-sell opportunities. The core processing customer relationships of HFS provide a particularly strong base from which to cross-sell additional products and services. An August 2006 IDC study projects that technology spending in the overall banking industry will continue to increase, which provides an opportunity for sustained growth of the HFS division.

	•	Continue Focusing on Software-Enabled Testing and Assessment Products while Expanding the Offering of Survey Services to Financial Institutions.    We will seek to continue to penetrate the education market with Scantron’s software-enabled testing and assessment platforms. These platforms are designed to accept input from paper and pencil testing, which we believe will support additional sales of forms and scanners. In addition to its testing and assessment platforms, Scantron is seeking to expand its offerings of banking customer surveys to provide a value-added solution to financial institution clients. By focusing on cross-selling op portunities through client relationships created by the other segments, we will also seek to expand Scantron’s market penetration.

	•	Continue to Reduce Costs and Generate Strong Cash Flow.    We have a culture of cost discipline and have proved successful at achieving significant cost reductions. We will continue to focus on cash flow generation through increasing our revenues, maintaining low working capital and capital expenditure requirements and reducing costs. Management expects to achieve significant cost savings as a result of the Acquisition, through facilities consolidations, reduction of duplicated SG&A functions and shared services. We expect that these actions will generate improved free cash flow.

Cost Savings

Having completed the Acquisition, we are focused on improving operating margins by reducing selling, general and administrative expenses, shared services costs and cost of sales, especially in Harland Clarke, where historical Clarke American and Harland had closely aligned capabilities and operations. We expect to achieve a total of $106.4 million in cost savings on a run-rate basis within 18 months and $112.6 million on a run-rate basis within 24 months after the closing of the Transactions. Our planned initiatives include:

	•	Cost of Sales.    As of May 1, 2007, Harland Clarke operated 21 printing facilities and 12 contact centers. We expect to achieve approximately $12.9 million in cost savings through seven facility consolidations. Management also expects to realize procurement savings of approximately $9.8 million and to achieve approximately $2.6 million in other cost reductions at HFS through facility consolidation.

	•	Selling, General & Administrative.    We expect to achieve approximately $64.6 million in SG&A synergies in Harland Clarke, driven by workforce rationalization in sales and marketing, information technology, production support, finance, human resources and other support functions. Our proposed reduction in SG&A will also be driven by the consolidation of duplicative activities and functions.

	•	Shared Services.    The duplication of certain executive, finance, human resources, and legal functions providing support to each of the business segments arises from the combination of the Clarke American and Harland businesses. We estimate that the elimination of duplicative functions will result in approximately $22.7 million in shared services synergies. In addition to the consolidation of shared services functions, we plan to consolidate certain redundant outsourcing and other professional services, such as consulting.

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We expect to spend approximately $64.8 million to achieve the above outlined synergies. The cost to achieve these synergies may be funded in part from a portion of the proceeds of the financing transactions (as described in ‘‘The Transactions’’) and from available cash.

Harland Clarke

Harland Clarke provides checks and related products, direct marketing and contact center services to financial and commercial institutions as well as directly to individual consumers. In 2006, Harland Clarke generated pro forma revenues of $1,271.6 million (76% of total revenues on a pro forma basis for the Transactions).

Products and Services

Checks and Related Products and Services

In addition to offering basic personal and small business checks, Harland Clarke also offers specialized check products and services. Specialized check products include increasingly popular checks customized with licensed designs and characters, such as cartoon characters, collegiate designs and photographs. Harland Clarke also offers a variety of financial documents in conjunction with personal and small business financial software packages. Accessory products include leather checkbook covers, endorsement stamps, address labels, recording registers and other bill paying accessories. In addition, Harland Clarke also offers its clients a variety of fraud prevention solutions.

Harland Clarke offers various delivery options, including expedited and trackable delivery. Check users can choose guaranteed overnight, two-day or four-day delivery; they often prefer expedited delivery to both receive their order sooner and for the security and tracking features that these expedited methods provide. These delivery services represent an important component of the range of value-added service offerings.

Harland Clarke also offers a wide variety of standard financial forms and flexible formats to suit clients’ needs, and the products are also compatible with image processing systems. Harland Clarke also provides treasury management services, such as integrated cash deposit products, customized deposit tickets and security bags.

Direct Marketing Services

Through Harland Clarke, we also offer financial and commercial institutions the following direct marketing services:

	•	Turnkey direct marketing solutions—A suite of campaigns that uses Stratics, our proprietary predictive modeling software, and are designed around core financial products and services such as CDs, money market accounts, auto loans and mortgages;

	•	Onboarding—An ongoing, integrated new client marketing solution that builds long-term relationships by engaging new checking account holders and growing them into satisfied, profitable and loyal clients;

	•	Alcott Routon solutions—Highly-customized direct marketing campaigns that use client-tailored predictive models to support a variety of marketing strategies including acquisition, retention, activation, and cross-selling and up-selling;

	•	Checkbook messaging—A program that employs digital print technology to insert targeted, intelligence-driven marketing messages into the checkbook; and

	•	E-mail marketing—A program that uses market-leading technology as well as high security and filter standards to deliver targeted, intelligence-driven marketing messages to customers who prefer e-mail communication.

Contact Center Services

Our contact centers provide both inbound and outbound support to our financial institution clients. Through the contact centers, Harland Clarke provides its clients with customer support

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focused on check orders and complete fulfillment of those orders, including delivery to the financial institution account holder. Harland Clarke offers check users the option to place orders directly through contact centers and websites as opposed to placing orders through client branches or by way of mail order forms. In addition to check-related support, Harland Clarke offers stand-alone inbound and outbound customer care to its clients. Harland Clarke also provides marketing and promotional support, which includes marketing messages delivered during the check ordering process or stand-alone telemarketing.

Sales and Marketing

Harland Clarke manages relationships with large and complex financial and commercial institutions through dedicated account management teams composed of relationship management, marketing, operations and service oriented skill sets. In addition, Harland Clarke has a nationwide sales force targeting distinct financial institution segments ranging from major nationwide and large regional banks and securities firms to community banks and credit unions.

Harland Clarke also markets its products directly to consumers through personalized check inserts in newspapers, advertisements sent directly to residences, and online advertising. Online shopping, contact center access, mail order and an automated voice response system enable consumers to order their products directly at their convenience.

Clients

The clients of Harland Clarke range from major nationwide and large regional banks and securities firms to community banks and credit unions to brokerage houses to financial software companies. In addition, Harland Clarke clients include retailers and other multi-location businesses, as well as individual check consumers. On a pro forma basis, Harland Clarke serves approximately 15,000 financial and commercial institutions, and approximately 85% of its revenues are under long-term contracts.

Harland Clarke contracts with its financial institution clients are generally sole-source contracts for the sale of our checks and related products to the clients’ customers. The initial terms of the agreements generally range from three to five years, and are generally terminable for cause, although some of our financial institution clients, including Bank of America, can terminate their contracts for convenience. See ‘‘Risk Factors—Risks Related to Harland Clarke—We are dependent on a few large clients, and adverse changes in our relationship with these highly concentrated clients may adversely affect our revenues and profitability.’’ See also ‘‘Risk Factors—Risks Related to the Acquisition—We may not be able to retain all of Clarke American’s and Harland’s historical clients after the Acquisition, which may have a material, adverse effect on our business prospects, results of operat ions and financial condition.’’

Competition

Harland Clarke competes with large outsourcing services providers that offer a wide variety of services including those that compete with Harland Clarke’s primary offerings—specifically payment services, marketing services and teleservices. Deluxe Corporation is a significant competitor. Other large competitors include companies such as eFunds Corporation, Harte-Hanks, Inc., R.R. Donnelly & Sons Company, and TeleTech Holdings, Inc. There are also other smaller competitors that specialize in providing one or more of these services. Harland Clarke competes on the basis of service, convenience, quality, product range and price. Management believes that Harland Clarke differentiates itself from its competitors by:

	•	Improving client satisfaction through consistent product quality and expertise in matching client preferences with the right product and delivery options;

	•	Expanding client relationships through cross-selling and up-selling both check and related financial products on behalf of financial institution clients;

	•	Capitalizing on integration with financial institution clients’ checking account processes to improve their customer service and operational efficiencies;

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	•	Offering a broad suite of outsourcing services, such as direct marketing, contact center services, treasury management, and analytical modeling; and

	•	Adopting the ‘‘best practices’’ of both Clarke American and Harland.

Information Technology

The information technology systems of Harland Clarke were designed in-house and utilize standard hardware and software solutions that Harland Clarke has customized and integrated with certain proprietary and packaged software. These systems are fully integrated from order entry to product shipment and billing. Harland Clarke has developed and operates proprietary digital technology for its printing operations. Telecommunications solutions from industry leading suppliers provide the technology that supports its contact centers. Its Internet solutions are built on hardware, software and database platforms to provide highly available Web solutions. The electronic communications network that connects the corporate facilities, manufacturing plants, contact centers, key suppliers and clients of Harland Clarke is designed to be secure. Harland Clarke uses state-of-the-art enterprise resource planning systems to support its financial and administrative functions.

Harland Financial Solutions

HFS provides products and services including lending and mortgage origination and servicing applications, business intelligence solutions, customer relationship management software, branch automation solutions and core processing systems and services, principally targeted to community banks and credit unions. Management believes that the HFS division enjoys a leading market position in lending and mortgage compliance software, business intelligence/CRM software for community banks and credit unions, and branch automation software. Approximately 70% of HFS’s revenues are recurring revenues. Through strategic acquisitions, HFS has built a full suite of software products to service community banks and credit institutions, has grown revenues from $174.1 million for the fiscal year ended December 31, 2002 to $324.6 million (representing 19% of total revenue on a pro forma basis for the Transactions) for the fiscal year ended December 31, 200 6, and has increased software clients from 6,200 to 8,400 for the respective periods.

Products and Services

HFS sells a variety of products and services that are designed to help its financial institution clients strengthen profitable relationships with their customers. These products and services include lending and mortgage origination and servicing applications, business intelligence solutions, customer relationship management software, branch automation solutions, electronic payment processing and core processing systems and services.

Core Systems Products

HFS provides host processing systems on both an in-house and outsourced basis to financial institutions, including small-to-mid sized community banks, credit unions and thrifts. Its products centralize customer information and facilitate high speed and reliable processing of transactions from every delivery channel. HFS has integrated its compliance, branch automation and business intelligence/CRM products into its core processing solutions. Management believes that this integration capability gives HFS an opportunity to differentiate itself in the market. The acquisition of Intrieve, which occurred in April 2005, expanded HFS’s business into outsourced core processing for thrifts.

Retail and Lending Products

HFS sells loan and deposit origination and compliance software to the financial institution market. HFS offers a complete product suite, Pro Suite, including solutions for lending, account opening, sales management and loan underwriting. HFS has recently launched a commercial lending risk management, underwriting and portfolio management product suite marketed as CreditQuest. HFS also provides mortgage loan origination, production and servicing solutions through its Interlinq solution.

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With respect to its clients’ retail business, HFS helps financial institutions increase the profitability of customer relationships through customer relationship management and branch automation software. HFS’s CRM software, Touché, is an enterprise-wide solution that is designed specifically for financial institutions and allows financial institutions to manage all aspects of the customer relationship. The Touché Analyzer module provides tools to create marketing campaigns, segment customers by demographic criteria, determine customer and product profitability, and provide research, reporting and campaign management. Touché Sales & Service handles all customer contacts, sales and referral activities, as well as problem resolution and service requests. Touché Messenger is an interaction management tool which automates multi-channel, one-to-one campaign management.

HFS also offers branch automation systems designed to enhance the customer experience through integrated teller, platform and call center tools.

Sales and Marketing

HFS sells its products and services directly to financial institutions through its own national sales organization.

Client support, which is primarily technology-related, is provided within the various product management areas by experienced and product-technology knowledgeable representatives, additionally supported by the product developers if necessary.

The HFS product marketing group is responsible for all go-to-market activities, and is aligned with the individual major product groups. Product marketing is supported by a centralized marketing services organization that provides efficient consolidated capabilities including website, advertising, creative, event-planning, public relations and tradeshows.

Clients

HFS is a leading supplier of financial software and services to financial institutions, including small-to-mid sized community banks, credit unions and thrifts. HFS serves more than 8,400 software clients and its top 20 clients accounted for approximately 6% of its 2006 revenues.

Competition

The market for providing technological solutions to financial institutions is highly competitive and fragmented. HFS competes with several national competitors, as well as regional and local competitors. There are also other competitors that offer one or more specialized products or services that compete with HFS. Management believes that competitive factors influencing buying decisions include product features and functionality, client support, price and vendor financial stability.

Information Technology

The HFS technology infrastructure is predominantly based upon Microsoft technologies. All line of business applications, whether purchased or developed in-house, primarily rely on Microsoft Windows operating systems, Active Directory, Exchange and SQL Server. HFS operates three datacenters nationwide, which host internet banking and core processing applications. HFS uses state-of-the-art security and monitoring systems, both for the internal and datacenter networks, based on technologies from Checkpoint/Nokia and Cisco among others.

Scantron

Scantron provides testing and assessment solutions to schools in North America, offers specialized data collection solutions to educational and commercial institutions and collects and manages survey information for a wide variety of Fortune 1000 organizations. Scantron’s products and services include scannable forms, scanning equipment, survey services and testing software and related services. Scantron benefits from high recurring revenue as its installed base of over 38,000 scanners generates consistent revenue from repeat orders of compatible forms. Management believes the growth in the

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Scantron business will primarily be generated by testing software and related services, and survey software and related services, while Scantron forms and scanners will continue to provide a stable base of revenue. For the fiscal year end December 31, 2006, Scantron generated revenue of $77.9 million (5% of total revenue on a pro forma basis for the Transactions).

Scantron has a solid leadership position in the in-classroom testing and assessment market, where as of December 31, 2006, public high schools, colleges and universities, representing approximately 80% of the enrolled students in the United States, use at least one Scantron product.

Products and Services

Education-Related Products

Scantron’s sales to K-12 educational institutions have historically represented the largest portion of Scantron’s revenues, although it also generates revenues from sales to higher educational institutions and commercial enterprises. In 2006, Scantron derived approximately 54% of its forms revenues from sales to K-12 educational institutions.

The implementation of NCLB has presented Scantron with additional opportunities to generate revenues from its K-12 clients. Under NCLB, every state is required to set standards for grade-level achievement and develop a system to measure the progress of all students and subgroups of students in meeting those state-determined, grade-level standards. States also must develop annual adequate yearly progress objectives, with a federal target that all students achieve proficiency in reading and math within 12 years. As a result, NCLB requires thorough monitoring and reporting of student achievement and progress. Although the majority of all testing is still done via paper and pencil, trends in education, including NCLB, have created demand for quick access to data and the ability to manage, evaluate and report that data. Management believes that Scantron has an opportunity to capitalize on those trends through its web-based education products.

Scantron historically has provided educational institutions with a patented forms and scanner solution for standardized and classroom-based testing needs. The Scantron forms and scanner solution has achieved widespread acceptance among educational institutions. Scantron generates forms and scanner solutions revenues by charging for the purchase or lease of scanners and the purchase of testing forms by the client. In addition, Scantron has a loan marketing program, under which a scanner is loaned to a client in exchange for a minimum annual forms purchase.

Scantron’s Achievement Series is a set of web-based testing solutions that provide schools and other enterprises with a content-neutral platform for measuring achievement, with real-time reporting. Scantron also offers solutions for managing and centralizing the data generated by the testing process to measure progress against state and national standards. Scantron’s Performance Series is an Internet-delivered, standards-based, computer adaptive assessment that provides valid and reliable diagnostic and placement assessment data. Each assessment is adapted for each student, is aligned to individual state standards, and links to instructional applications that can help educators design formative assessment-based instruction.

Since 2005, Scantron has integrated the Achievement Series and the Performance Series to provide an overall diagnostic, achievement testing, monitoring and data reporting solution. These solutions also allow the easy integration of disparate technologies and content. Scantron’s Achievement Series and Performance Series solutions generate subscription revenues and the opportunity for the sale of associated products, including forms and scanner solutions, testing content, testing-based instruction applications and data management tools.

ParSYSTEM is Scantron’s integrated suite of software modules that allow educators, primarily in higher education, to create, administer and score tests on paper, via networks or over the Internet. Scantron also provides survey software packages for educators. All of these products are shrink-wrapped for sale directly to educators and are intended for use primarily at higher education institutions.

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Survey and Other Data Collection Products

In addition to providing testing and survey tools for the education market, Scantron offers its survey and data collection products to the commercial and financial institution markets. Surveys are delivered by a variety of methods, including traditional paper and electronic means. Scantron also provides a total solution for clients using forms-based data collection methods, including printing, distributing and processing. In 2005, Scantron introduced Clarity, a scanner that combines intelligent mark recognition with document imaging and a new imaging software solution, Cognition, which automates the conversion of data from hardcopy into electronic information.

Sales, Marketing and Product Support

Scantron employs approximately 80 sales and account representatives. Forms and scanners are generally sold at the district or school level. Most of Scantron’s educational sales come from the direct sales channel. Software applications are often sold as a package with forms and scanners. Contracts are typically structured as renewable contracts, with an average term of one year. Scantron sells most of its survey services directly to commercial entities. Management intends to capitalize on our presence in the financial institution market to cross-market Scantron survey and data collection products to their financial institution clients.

Scantron provides comprehensive product support to its clients directly, and through HFS, provides on-site and depot support for their scanner products. Scantron’s sales account managers and account executives help to coordinate these client support efforts, which are supplemented with telephone and on-line support to all clients.

Clients

Scantron serves more than 86,000 accounts with its products. Clients for Scantron’s educational products range from individual educators and institutions to entire districts. Clients for Scantron’s survey products include approximately 279 Fortune 1000 organizations.

Competition

Scantron competes with education-related software providers at the K-12 and higher education levels. Scantron also faces significant competition from a number of local and regional competitors, which may have better local knowledge and contacts. Scantron also faces competition with respect to its forms or scanners from national and regional printers and manufacturers. The survey products market is highly fragmented, and Scantron faces competition from many varied sources, including a number of national organizations.

Information Technology

In order to effectively support its sales and marketing functions, Scantron uses a state-of-the-art web-based portal technology delivering fully comprehensive client information. In addition, Scantron uses custom designed workflow tools on a Lotus Notes platform to maintain the financial, operational and administrative functions. Scantron’s systems are run on IBM iSeries and WinTel based platforms.

Suppliers

The main supplies used in check and form printing are paper, print ink, binders, boxes, packaging and delivery services. For all critical supplies, we have at least two qualified suppliers or multiple qualified production sites in order to ensure that supplies are available as needed. Clarke American and Harland have not historically experienced any material shortages, and management believes we have redundancy in our supplier network for each of our key inputs.

Scantron purchases a majority of the paper for its business from a single supplier. It purchases scanner components from various equipment manufacturers and supply firms. Scantron historically has not experienced shortages of and believes it will continue to be able to obtain such materials or suitable substitutes in acceptable quantities and at acceptable prices.

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Foreign Sales

We conduct business in Canada. Our sales outside the United States, on a pro forma basis, totaled $13.2 million, $10.2 million and $7.2 million for 2006, 2005 and 2004, respectively.

Facilities

We are headquartered in Decatur, Georgia. Harland Clarke is headquartered in San Antonio, Texas. Harland Clarke also operates a facility in New Braunfels, Texas, which houses manufacturing and contact center operations and serves as the headquarters for the Checks In The Mail and B²Direct brands. Harland Clarke maintains operations nationwide operating 21 plants equipped with state-of-the-art printing technology and 11 contact centers. Harland Clarke’s 21 plants include a base stock print plant located in San Antonio, Texas and 20 imprint plants situated across the United States. Harland Clarke’s 11 contact centers answer account holder calls and financial institution client branch employee calls. We expect to consolidate seven facilities. HFS is headquartered in Lake Mary, Florida. Scantron is headquarter ed in Irvine, California. Our principal operating properties are as follows:

Harland Clarke:

Location

Use

Approximate Floor Space (Square Feet)

Leased/ owned status

Atlanta, GA

Holding Company Headquarters, and Harland Clarke Administration and Sales and Marketing

75,000

Owned

Atlanta, GA

Information Technology

36,000

Owned

Atlanta, GA

Operations Support

47,200

Owned

Atlanta, GA

Printing

132,300

Owned

Atlanta, GA

Contact Center

33,000

Leased

Bolingbrook, IL

Printing

120,000

Leased

Boulder City, NV

Administration and Production

4,000

Leased

Charlotte, NC

Printing

38,120

Leased

Charlotte, NC

Administration

4,906

Leased

Clearwater, FL

Printing

61,200

Owned

Columbia, SC

Printing

92,500

Owned

Dallas, TX

Printing

37,252

Leased

Des Moines, IA

Printing

45,000

Leased

Glen Burnie, MD

Printing

120,000

Leased

Grapevine, TX

Printing

83,282

Leased

Greensboro, NC

Printing

66,250

Owned

Harrisburg, PA

Contact Center

4,465

Leased

Hato Rey, Puerto Rico

Printing and Sales

24,481

Leased

Jeffersonville, IN

Printing

101,332

Leased

Knoxville, TN

Contact Center

3,014

Leased

Louisville, KY

Printing

50,000

Leased

Milton, WA

Printing

87,640

Leased

Mounds View, MN

Printing, Administration, Development and Support, Sales, Marketing and Contact Center

81,490

Leased

Nashville, TN

Administration

21,309

Leased

New Braunfels, TX

Administration, Printing and Contact Center

98,030

Owned

Phoenix, AZ

Printing

64,000

Leased

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Location

Use

Approximate Floor Space (Square Feet)

Leased/ owned status

Salt Lake City, UT

Printing, Distribution and Contact Center

129,100

Owned

Salt Lake City, UT

Contact Center

18,120

Leased

Salt Lake City, UT

Contact Center

12,856

Leased

San Antonio, TX

Printing

166,000

Leased

San Antonio, TX (a)

Printing

39,600

Owned

San Antonio, TX

Contact Center

68,000

Leased

San Antonio, TX

Contact Center

42,262

Leased

San Antonio, TX

Harland Clarke Corporate Headquarters

90,000

Leased

San Antonio, TX

Administration

2,137

Leased

San Antonio, TX

Administration

1,936

Leased

San Antonio, TX

Warehouse

16,166

Leased

Simi Valley, CA

Contact Center

3,186

Leased

Syracuse, NY

Printing

28,055

Owned

(a) We expect to close this facility in 2007.

Harland Financial Solutions:

Location

Use

Approximate Floor Space (Square Feet)

Leased/ owned status

Atlanta, GA

Development and Support

7,098

Leased

Birmingham, AL

Development and Support

5,500

Leased

Bothell, WA

Development and Support

66,519

Leased

Carmel, IN

Development and Support

5,931

Leased

Cincinnati, OH

Administration and Service Bureau

63,901

Leased

Cincinnati, OH

Administration and Production

9,295

Leased

Clive, IA

Service Bureau

36,466

Leased

Cotuit, MA

Development and Support

3,200

Leased

Denver, CO

Development and Support

34,167

Leased

Englewood, CO

Development and Support

14,400

Leased

Fargo, ND

Development and Support

19,745

Leased

Grand Rapids, MI

Development and Support

5,703

Leased

Lake Mary, FL

Corporate Headquarters

71,936

Leased

Miamisburg, OH

Development and Support

15,286

Leased

Omaha, NE

Field Services, Administration and Support

50,000

Owned

Orlando, FL

Service Bureau

14,856

Leased

Pleasanton, CA

Development and Support

49,115

Leased

Portland, OR

Development and Support

79,089

Leased

Scantron:

Location

Use

Approximate Floor Space (Square Feet)

Leased/ owned status

Irvine, CA

Corporate Headquarters

126,497

Leased

San Diego, CA

Development and Support

15,032

Leased

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Employees

As of May 1, 2007, we had approximately 7,950 employees. Management considers employee relations to be good.

Research and Development

Our research and development costs are primarily incurred in the development of software and the enhancement of existing software products. Software development costs incurred prior to the establishment of technological feasibility are expensed as incurred. Software development costs incurred after the technological feasibility of the subject software product has been established and prior to its availability for sale are capitalized. On a pro forma basis, we incurred expenses of $25.3 million, $23.4 million and $21.9 million in 2006, 2005 and 2004, respectively, for research and development activities.

Intellectual Property

We rely on a combination of measures to protect our intellectual property, among them, registering trademarks and copyrights, patenting inventions, implementing procedures that afford trade secret status and protection to our proprietary information, such as entering into third party non-disclosure and intellectual property assignment agreements, and maintaining our intellectual property by entering into licenses that grant only limited rights to third parties. The sale of products bearing trademarks or designs licensed from third parties accounts for a significant portion of our revenue. Typically, such license agreements are effective for a two to three year period and require the payment of a royalty to the licensor. There can be no guarantee that such licenses will be renewed or will continue to be available on terms that would allow us to continue to sell the licensed products profitably. In addition, there has been a substantial increase in the issuance of patents for Internet related systems and business methods, which may have broad implications for participants in technology and service sectors. Claims for infringement of these patents are increasingly becoming a subject of litigation. HFS and Scantron rely on intellectual property to deliver their product solutions to clients.

Environmental Matters

Our operations are subject to federal, state, local and foreign laws and regulations pertaining to pollution and protection of human health and the environment, the violation of which can result in substantial costs and liabilities, including material civil and criminal fines and penalties. Such requirements include those pertaining to air emissions; wastewater discharges; occupational safety and health; the generation, handling, treatment, remediation, use, storage, transport, release, and exposure to hazardous substances and wastes. Under certain of these laws and regulations, such as the federal Superfund statute, the obligation to investigate and remediate contamination at a facility may be imposed on current and former owners or operators or on persons who may have sent waste to that facility for disposal. In addition, environmental laws and regulations, and interpretation or enforcement thereof, are constantly evolving and any such changes could impact the business, financial condition or results of operations. While enforcement of these laws and regulations may require the expenditure of material amounts for environmental compliance or cleanup, our management believes that our facilities are currently in material compliance with such laws and regulations.

Our operations use hazardous materials in the printing process and generate wastewater and air emissions. Some of our historic check and form printing operations at current and former facilities used hazardous materials in greater quantities. In some instances, we have sold these facilities and agreed to indemnify the buyer of the facility for certain environmental liabilities. We may also be subject to liability under environmental laws and regulations for environmental conditions at our current or former facilities or in connection with the disposal of waste generated at these facilities. We do not expect to incur material amounts for environmental compliance or cleanup or for indemnification in connection with our historic operations. However, if environmental liabilities are discovered at any current or former facilities or at locations where our wastes were disposed, we could be required to spend material amounts.

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It is generally not possible to predict the ultimate total costs relating to any remediation that may be demanded at any environmental site due to, among other factors, uncertainty regarding the extent of prior pollution, the complexity of applicable environmental laws and regulations and their interpretations, uncertainty regarding future changes to such laws and regulations or their enforcement, the varying costs and effectiveness of alternative cleanup technologies and methods, and the questionable and varying degrees of responsibility and/or involvement by us.

Governmental Regulation

We are subject to state and federal laws and regulations regarding the protection of consumer information commonly referred to as ‘‘non-public personal information.’’ Examples include the federal financial modernization law known as the Gramm-Leach-Bliley Act and the regulations implementing its privacy and information security requirements, as well as other privacy and data security federal and state laws and regulations. We are also subject to additional requirements in many of our contracts with our financial institution clients, which are often more restrictive than the regulations. These laws, regulations and agreements require us to develop and implement policies to protect non-public personal information and to disclose these policies to consumers before a customer relationship is established and periodically thereafter.

The laws, regulations, and agreements limit our ability to use or disclose non-public personal information for other than the purposes originally intended.

Where not preempted by the provisions of the Gramm-Leach-Bliley Act, states may enact legislation or regulations that are more restrictive on our use of data. In addition, more restrictive legislation or regulations have been introduced in the past and could be introduced in the future in Congress and the states and could have a negative impact on our business, results of operations or prospects. Additionally, future contracts may impose even more stringent requirements on us which could increase our operating costs, as well as interfere with the cost savings we are trying to achieve.

The financial services sector is also subject to various federal and state regulations and oversight. As suppliers of services to financial institutions, certain Harland Clarke and HFS operations are examined by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation, among other agencies, to confirm our ability to maintain data security. In order for our clients to comply with certain regulations, we have agreed to be subject to examination by the Federal Deposit Insurance Corporation and the Office of Thrift Supervision, among other regulatory agencies. These regulators have broad supervisory authority to remedy any shortcomings identified in any such examination. In addition, through their ability to regulate our clients’ system requirements, regulators can effectively regulate the required security systems, communications technologies and other features of our products and services. Adverse audit findings could impac t our ability to continue to render services or require investment in corrective measures. Moreover, current laws and regulations may be amended in the future or interpreted by regulators in a manner which could negatively impact our current Harland Clarke or HFS operations or limit its future growth.

The use of our Scantron products to store and manage student and other educational data may be subject to The Family Education Rights and Privacy Act of 1974, commonly known as FERPA, which is a federal law that protects the privacy of student education records in connection with its web-based assessment services. Many states have enacted similar laws to protect the privacy of student data. The operation of websites by Scantron that are accessed by children under the age of 13 is subject to the Children’s Online Privacy Protection Act of 1998, commonly known as COPPA. The collection of patient data through Scantron’s survey services is subject to the Health Insurance Portability and Accountability Act of 1996, commonly known as HIPAA, which protects the privacy of patient data. Scantron is also subject to the Gramm-Leach-Bliley Act.

New laws and regulations may be adopted in the future with respect to the Internet, e-commerce or marketing practices generally relating to consumer privacy. Such laws or regulations may impede the growth of the Internet and/or use of other sales or marketing vehicles. As an example, new privacy laws could decrease traffic to our websites, decrease telemarketing opportunities and decrease the demand for our products and services. Additionally, the applicability to the Internet of existing

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laws governing property ownership, taxation, libel and personal privacy is uncertain and may remain uncertain for a considerable length of time.

Legal Proceedings

Various legal proceedings, claims and investigations are pending against us, including those relating to commercial transactions, product liability, safety and health matters, employment matters and other matters. Most of these matters are covered by insurance, subject to deductibles and maximum limits, and by third party indemnities.

We believe that the outcome of all pending legal proceedings in the aggregate will not have a material adverse effect on our consolidated financial position or results of operations.

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Management

The following table sets forth information regarding our directors and executive officers after completion of the Post-Acquisition Corporate Reorganization (see ‘‘Summary—Organizational Structure’’):

Name			Age			Position
Barry F. Schwartz			58			President and Chief Executive Officer, Director
Paul G. Savas			44			Executive Vice President and Chief Financial Officer, Director
Charles T. Dawson			57			President and Chief Executive Officer of Harland Clarke, Director
John O’Malley			50			President and Chief Executive Officer of Harland Financial Solutions, Director
Jeffrey D. Heggedahl			42			President and Chief Executive Officer of Scantron, Director
Howard Gittis			73			Director

Barry F. Schwartz was appointed our President and Chief Executive Officer on May 1, 2007 and has been one of our directors since the completion of the acquisition of Clarke American by M & F Worldwide in 2005. Mr. Schwartz has been Executive Vice President and General Counsel of M & F Worldwide since 1996. He has been Executive Vice President and General Counsel of MacAndrews & Forbes Holdings Inc. and various affiliates since 1993, and previously served as Senior Vice President from 1989 to 1993. Mr. Schwartz is also a director of the following organizations which are required to file reports under the Securities Exchange Act of 1934: Scientific Games Corporation and Revlon Consumer Products Corporation.

Paul G. Savas was appointed our Executive Vice President and Chief Financial Officer on May 1, 2007 and has been one of our directors since May 1, 2006. Mr. Savas has been Executive Vice President and Chief Financial Officer of M & F Worldwide since May 2006 and previously served as the Senior Vice President of Finance of M & F Worldwide since 2002. He has been Executive Vice President and Chief Financial Officer of MacAndrews & Forbes Holdings Inc. and various affiliates since May 2007, and previously served as Executive Vice President—Finance from April 2006 until May 2007 and Senior Vice President—Finance from 2002 until April 2006. Mr. Savas joined MacAndrews & Forbes Holdings Inc. in 1994 as Director of Corporate Finance and was appointed Vice President—Finance in 1998. Mr. Sa vas is also a director of SIGA Technologies Inc., which is required to file reports under the Securities Exchange Act of 1934.

Charles T. Dawson was appointed President and Chief Executive Officer of Harland Clarke Corp. on May 1, 2007 and was elected as one of our directors at the acquisition of Clarke American by M & F Worldwide in 2005. Mr. Dawson previously served as President and Chief Executive Officer of Clarke American from April 2005 to May 2007, and Mr. Dawson has over 30 years of experience in the security printing industry. Mr. Dawson was the Chief Executive Officer for Rocky Mountain Bank Note before joining Clarke American in 1992. His previous roles at Clarke American were Executive Vice President/General Manager of Partnership Development from February 2003 to April 2005 and Senior Vice President/General Manager of the National Account/Securities/Business Development divisions from July 2000 to February 2003. Mr.&n bsp;Dawson holds a BA in Marketing and a MBA from Lamar University. Mr. Dawson is also a director of M & F Worldwide, which is required to file reports under the Securities Exchange Act of 1934.

John O’Malley has served as the President of Harland Financial Solutions, Inc. since August 2000 and also as its Chief Executive Officer since May 1, 2007. He has served as one of our directors since May 1, 2007. He has 30 years of experience in technology related businesses and over 20 years of experience in the financial industry. Prior to serving as President of HFS, Mr. O’Malley held President and Chief Executive Officer positions at Fiserv, Hogan Systems (now part of Computer Sciences Corp.), MPCT Capital Markets and Systeme Corporation. Mr. O’Malley has also served on the advisory board of Stanford University and is a graduate of New York University with a bachelor’s degree in computer science.

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Jeffrey D. Heggedahl has served as the President and Chief Executive Officer of Scantron since May 1, 2007 and has also served as one of our directors since that time. Mr. Heggedahl was previously President of Harland Printed Products since 2005, prior to which time he served as Executive Vice President of Harland Printed Products since 2002. Prior to 2002, Mr. Heggedahl served as Vice President and General Manager of Harland Analytical Services. Mr. Heggedahl joined Harland in 1987.

Howard Gittis has been one of our directors since the completion of the acquisition of Clarke American by M & F Worldwide in 2005. Mr. Gittis has been a director of M & F Worldwide since 1995. He has served as M & F Worldwide’s Chairman of the Board, President and Chief Executive Officer since 2000. Mr. Gittis has been Vice Chairman and Chief Administrative Officer of MacAndrews & Forbes Holdings Inc. and various affiliates since 1985. Mr. Gittis is also a director of the following organizations which are required to file reports under the Securities Exchange Act of 1934: Allied Security Holdings LLC, Jones Apparel Group, Inc., Revlon, Inc. and Scientific Games Corporation.

Board of Directors

Our board of directors is currently composed of six individuals. These members are Charles T. Dawson, Howard Gittis, Jeffrey D. Heggedahl, John O’Malley, Paul G. Savas and Barry F. Schwartz. The exact number of members of our board is to be determined from time to time by resolution of a majority of our full board of directors.

Board Committees

We do not have standing audit, nominating or compensation committees because we are a wholly owned subsidiary of M & F Worldwide. M & F Worldwide’s Audit Committee serves as our audit committee. The Audit Committee operates under a written charter which is available on M & F Worldwide’s website at www.mandfworldwide.com. The board of directors of M & F Worldwide has determined that each of the members of the Audit Committee is ‘‘independent’’ within the meaning of the NYSE listing standards applicable to audit committee members.

Post-Acquisition Executive Compensation

In connection with the Acquisition, we have entered into new employment agreements and compensation arrangements with our post-Acquisition executive officers and various other officers, which will include long-term compensation based on Adjusted EBITDA to be granted under a new Long-Term Incentive Plan, which will be effective beginning with fiscal year 2008 and which we refer to as the ‘‘New LTIP.’’

Compensation of our Chief Executive Officer and our Chief Financial Officer

In connection with the Acquisition, we appointed Barry F. Schwartz as our President and Chief Executive Officer and Paul G. Savas as our Executive Vice President and Chief Financial Officer. Messrs. Schwartz and Savas have not received and it is not currently contemplated that they will receive any compensation from us for their respective service in these roles. As described in ‘‘Certain Relationships and Related Transactions’’, M & F Worldwide pays MacAndrews & Forbes Holdings Inc. and MacAndrews & Forbes Inc., (collectively, ‘‘MacAndrews & Forbes’’) a fee under the Amended Management Services Agreement for the services of Messrs. Gittis, Schwartz and Savas. Messrs. Schwartz and Savas are compensated by MacAndrews & Forbes, where, as described above, Mr. Schwartz has served in various positions since 1989 and Mr. Savas has served in various positions since 1994. See ‘‘Cer tain Relationships and Related Transactions—Management Services Agreement.’’

Employment Agreement of Charles Dawson

On May 29, 2007, we and Harland Clarke Corp. (formerly Harland), our wholly owned subsidiary, entered into an employment agreement with Charles Dawson which supersedes, effective as of May 2, 2007, his prior employment agreement with Clarke American Corp. and M & F Worldwide

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dated as of January 16, 2007. This employment agreement, under which Mr. Dawson is employed by Harland Clarke Corp. as president and chief executive officer of the Harland Clarke Business (as defined in the employment agreement), will continue until December 31, 2010, subject to earlier termination as described below. Under his employment agreement, Mr. Dawson’s annual base salary is $850,000. He is entitled to receive annual bonuses based on the attainment of a certain percentage of consolidated EBITDA targets, provided, however, that as a result of the Acquisition, for fiscal year 2007, his bonus, if any, will be determined under Clarke American Corp.’s existing executive management bonus plan for the period from January 1, 2007 through April 30, 2007 and under a new bonus plan to be established for Harland Clarke Corp. for the remaining portion of fiscal year 2007 from and after May 1, 2007. Commencing in 2008, Mr. Dawson will pa rticipate in the New LTIP, under which he will be eligible to receive a portion of the bonus pool attributed to the Harland Clarke Business. The definitive terms of the New LTIP will be determined prior to its effectiveness. He also receives other standard officer benefits.

If the employment of Mr. Dawson is terminated for cause (as defined in the employment agreement), he will not be entitled to any further compensation. In the case of termination of the employment of Mr. Dawson by Harland Clarke Corp. without cause (as defined in the employment agreement) or by Mr. Dawson for good reason (as defined in the employment agreement), Mr. Dawson will be entitled to receive:

	•	An amount equal to two times his base salary payable in installments in accordance with the normal payroll practices of Harland Clarke Corp., provided, that in case Harland Clarke Corp. does not renew the employment term and his employment is terminated after the end of the term, other than for cause or disability (as defined in the employment agreement), under certain circumstances he will receive an amount equal to his base salary;

	•	Continued participation in applicable welfare benefit plans for 12 months after the termination;

	•	Continued contribution by Harland Clarke Corp. to the employer portion of employee premiums of welfare benefit plans for a period of 12 months after the termination, provided, that in case Harland Clarke Corp. does not renew the employment term and his employment is terminated after the end of the term, other than for cause or disability, under certain circumstances Harland Clarke Corp. will pay half the employee premiums;

	•	A pro rata annual bonus for the year in which termination occurred, if it would have otherwise been payable to him but for the termination of his employment;

	•	Annual bonus for the year prior to the year in which termination occurred if at the time of termination he had earned an annual bonus payment for such prior year and it has not yet been paid due to such termination; and

	•	Amounts payable, if any, under the New LTIP in accordance with the terms of the New LTIP.

Following the termination of his employment for any reason, Mr. Dawson is also subject to a two-year non-competition covenant and a two-year non-solicitation covenant, provided, however, that in the event Harland Clarke Corp. does not renew the employment term and Mr. Dawson’s employment is terminated after the end of the term, other than for cause or disability, under certain circumstances Mr. Dawson will be subject to a one-year non-competition covenant and a one-year non-solicitation covenant.

Employment Agreement of John O’Malley

On May 29, 2007, we and HFS entered into an employment agreement with John O’Malley under which Mr. O’Malley will serve as president and chief executive officer of HFS.

This employment agreement became effective as of May 2, 2007 and will continue until December 31, 2010, subject to earlier termination as described below. Under his employment agreement, Mr. O’Malley receives an annual base salary of $750,000. He is entitled to receive annual bonuses based on the attainment of a certain percentage of consolidated EBITDA targets, provided,

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however, that as a result of the Acquisition, for fiscal year 2007, his bonus, if any, will be determined under John H. Harland Company’s existing senior management incentive plan for the period from January 1, 2007 through April 30, 2007 and under a new bonus plan established for HFS for the remaining portion of fiscal year 2007 from and after May 1, 2007. Commencing in 2008, Mr. O’Malley will participate in the New LTIP for which he will be eligible to receive a portion of the bonus pool attributed to HFS. Mr. O’Malley receives other standard officer benefits and received a one-time cash payment of $300,000 as a special bonus.

If the employment of Mr. O’Malley is terminated for cause (as defined in the employment agreement), he will not be entitled to any further compensation. In the case of termination of the employment of Mr. O’Malley by HFS without cause (as defined in the employment agreement) or by Mr. O’Malley for good reason (as defined in the employment agreement), Mr. O’Malley will be entitled to receive:

	•	An amount equal to two times his base salary payable in installments in accordance with the normal payroll practices of HFS, provided, that in case HFS does not renew the employment term and his employment is terminated after the end of the term, other than for cause or disability (as defined in the employment agreement), under certain circumstances he will receive an amount equal to his base salary;

	•	Continued participation in applicable welfare benefit plans for 12 months after the termination;

	•	Continued contribution by HFS to the employer portion of employee premiums of welfare benefit plans for a period of 12 months after the termination, provided, that in case HFS does not renew the employment term and his employment is terminated after the end of the term, other than for cause or disability (as defined in the employment agreement), under certain circumstances HFS will pay half the employee premiums;

	•	A pro rata annual bonus for the year in which termination occurred, if it would have otherwise been payable to him but for the termination of his employment;

	•	Annual bonus for the year prior to the year in which termination occurred if at the time of termination he had earned an annual bonus payment for such prior year and it has not yet been paid due to such termination; and

	•	Amounts payable, if any, under the New LTIP in accordance with the terms of the New LTIP.

Following the termination of his employment for any reason, Mr. O’Malley is also subject to a two-year non-competition covenant and a two-year non-solicitation covenant, provided, however, that in the event HFS does not renew the employment term and Mr. O’Malley’s employment is terminated after the end of the term, other than for cause or disability, under certain circumstances Mr. O’Malley will be subject to a one-year non-competition covenant and a one-year non-solicitation covenant.

Mr. O’Malley’s employment agreement supersedes all prior agreements relating to his employment with HFS and its affiliates including, without limitation, his prior employment agreement between him and John H. Harland Company, dated as of December 21, 2005 (as amended), provided, that his award under the John H. Harland Company 2007 Long Term Incentive Plan will continue to remain outstanding in accordance with the terms of that award in effect immediately prior to May 29, 2007.

Employment Agreement of Jeffrey Heggedahl

On May 29, 2007, we and Scantron entered into an employment agreement with Jeffrey Heggedahl under which Mr. Heggedahl will serve as president and chief executive officer of Scantron.

This employment agreement became effective as of May 2, 2007 and will continue until December 31, 2010, subject to earlier termination as described below. Under his employment agreement, Mr. Heggedahl receives an annual base salary of $500,000. He is entitled to receive annual bonuses based on the attainment of a certain percentage of consolidated EBITDA targets, provided,

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however, that as a result of the Acquisition, for fiscal year 2007, his bonus, if any, will be determined under John H. Harland Company’s existing senior management incentive plan for the period from January 1, 2007 through April 30, 2007 and under a new bonus plan to be established for Scantron for the remaining portion of fiscal year 2007 from and after May 1, 2007. Commencing in 2008, Mr. Heggedahl will participate in the New LTIP for which he will be eligible to receive a portion of the bonus pool attributed to Scantron. Mr. Heggedahl receives other standard officer benefits and will also receive reasonable and customary relocation benefits in connection with his move from his previous residence to California, in accordance with the John H. Harland Company relocation policy.

If the employment of Mr. Heggedahl is terminated for cause (as defined in the employment agreement), he will not be entitled to any further compensation. In the case of termination of the employment of Mr. Heggedahl by Scantron without cause (as defined in the employment agreement) or by Mr. Heggedahl for good reason (as defined in the employment agreement), Mr. Heggedahl will be entitled to receive:

	•	An amount equal to two times his base salary payable in installments in accordance with the normal payroll practices of Scantron, provided, that in case Scantron does not renew the employment term and his employment is terminated after the end of the term, other than for cause or disability (as defined in the employment agreement), under certain circumstances he will receive an amount equal to his base salary;

	•	Continued participation in applicable welfare benefit plans for 12 months after the termination;

	•	Continued contribution by Scantron to the employer portion of employee premiums of welfare benefit plans for a period of 12 months after the termination, provided, that in case Scantron does not renew the employment term and his employment is terminated after the end of the term, other than for cause or disability (as defined in the employment agreement), under certain circumstances Scantron will pay half the employee premiums;

	•	A pro rata annual bonus for the year in which termination occurred, if it would have otherwise been payable to him but for the termination of his employment;

	•	Annual bonus for the year prior to the year in which termination occurred if at the time of termination he had earned an annual bonus payment for such prior year and it has not yet been paid due to such termination; and

	•	Amounts payable, if any, under the New LTIP in accordance with the terms of the New LTIP.

Following the termination of his employment for any reason, Mr. Heggedahl is subject to a two-year non-competition covenant and a two-year non-solicitation covenant, provided, however, that in the event Scantron does not renew the employment term and Mr. Heggedahl’s employment is terminated after the end of the term, other than for cause or disability, under certain circumstances Mr. Heggedahl will be subject to a one-year non-competition covenant and a one-year non-solicitation covenant.

Mr. Heggedahl’s employment agreement supersedes all prior agreements relating to his employment with Scantron and its affiliates including, without limitation, his prior employment agreement between him and John H. Harland Company, dated as of November 18, 2005 (and amended as of December 19, 2006), except for the change in control termination payment pursuant to Section 3.2(d) of his prior employment agreement. Furthermore, Mr. Heggedahl’s award under the John H. Harland Company 2007 Long Term Incentive Plan will continue to remain outstanding in accordance with the terms of such award in effect immediately prior to May 29, 2007.

Historical Pre-Acquisition Compensation Disclosure

As noted above, subsequent to the Acquisition on May 1, 2007, we completed the Post-Acquisition Corporate Reorganization. See ‘‘Summary—Organizational Structure.’’ Set forth below are the material principles which guided Clarke American’s historical compensation prior to the Acquisition and which were in place as of the end of fiscal 2006. In connection with the Acquisition,

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these material principles are expected to be reevaluated by our board of directors, in consultation with M & F Worldwide, and in the future may differ from those set forth below.

In addition, set forth below are the tables and accompanying narrative descriptions for compensation of Clarke American’s named executive officers during fiscal 2006. As a result of the Post-Acquisition Corporate Reorganization, however, all of the individuals listed and identified in the compensation tables and descriptions below, except for Mr. Dawson, are no longer among the persons deemed to be our executive officers, although they continue to serve as employees and officers of Harland Clarke. We have presented the following information as of the end of fiscal 2006, but such information does not reflect, and we have not provided any additional disclosure regarding, these individuals’ post-Acquisition compensation arrangements. For a discussion of the compensation arrangements for our current executive officers, including a discussion of Mr. Dawson’s current employment agreement, see ‘‘—Executive Compensation&rsqu o;’ above. References to the ‘‘Company’’ or ‘‘company’’ or to ‘‘us’’, ‘‘our’’ or ‘‘we’’ in this section are to Clarke American Corp. prior to the completion of the Acquisition, and references to officers of the Company are to officers of Clarke American Corp. prior to the completion of the Acquisition.

Compensation Discussion and Analysis

Material Compensation Principles

The material principles underlying our executive compensation policies and decisions include: (1) evaluating the Chief Executive Officer’s performance in light of approved Company goals and determining the Chief Executive Officer’s compensation level based on such evaluation; (2) recommending for approval the compensation plans and incentive compensation plans for our executive officers other than the Chief Executive Officer; (3) establishing compensation-related performance objectives under the Executive Bonus Plan that support and reflect the Company’s strategic plan and goals; (4) ensuring that the compensation philosophy and structure is in line with and supports our business strategy and financial objectives; and (5) reviewing and approving recommendations on all significant aspects of our pay and benefit programs including, but not limited to, our bonus plans, merit budgets, employee benefit plans, and succession planning.

Compensation Objectives

The objectives of our compensation programs are to enable us to attract, retain, and motivate key talent critical to our long term success and to reinforce the relationship between pay and performance by linking a portion of compensation to our actual performance and making it subject to the achievement of financial goals. The compensation programs are designed to reward achievement of both short term and long term strategic business objectives and financial goals.

Compensation Elements

The elements of compensation include base pay, annual merit increases and promotion opportunities, annual executive bonus plan, long term incentive compensation plan, and other benefits and perquisites including club membership, car allowance, and cell phones. All compensation elements together are intended to compensate, retain, and motivate employees for work performed to achieve our short and long-term goals.

We evaluate the achievement of personal goals in support of our identified objectives, in part, to determine base pay and merit increases. Base pay and merit increase opportunities are determined through a performance management process which is used to evaluate the individual’s leadership competencies, achievement of personal goals in support of our objectives and the evaluation of position-critical skills.

Base pay provides a base level of monthly income that is not subject to any performance-related risk. Base salaries are set by evaluating median base pay from salary surveys of other similarly sized companies. We recently reviewed an analysis prepared by an external compensation consultant that

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included market comparisons of U.S. companies of comparable sizes within the printing, direct mail and telemarketing industries. The median of the market, along with the scope of the position and the experience of the executive are used to place the position into an executive pay grade. We paid the following base salaries to the following individuals, referred to as our ‘‘Named Executive Officers,’’ or ‘‘NEOs’’ in 2006:

	•	the base salary paid to Charles T. Dawson (President and Chief Executive Officer) for 2006 was $587,500.

	•	the base salary paid to Peter A. Fera, Jr. (Senior Vice President and Chief Financial Officer) for 2006 was $292,308.

	•	the base salary paid to Alan Westfall (Executive Vice President and Chief Operating Officer) for 2006 was $317,885.

	•	the base salary paid to J. Daniel Singleton (Senior Vice President Partnership Development) for 2006 was $271,154.

	•	the base salary paid to Steven L. Reynolds (Senior Vice President and Chief Information Officer) for 2006 was $273,257.

The actual salaries reflected above for Messrs. Dawson, Westfall, Singleton and Reynolds were less than the annualized rate of pay set forth in each contract. Mr. Westfall assumed his current position in May 2006, including a pay increase. Mr. Singleton began employment with the Company on January 23, 2006.

Annual merit increases and promotion opportunities are determined through annual review of individual performance against goals, position-required skills, and leadership competencies. Mr. Dawson considered certain factors in the determination of merit increases for Mr. Fera, Mr. Westfall, Mr. Singleton and Mr. Reynolds each of whom report directly to the Chief Executive Officer: market salaries for similar positions and our overall performance as well as the individual performance of each. The only merit increase implemented during 2006 was for Mr. Reynolds raising his annual salary from $268,000 to $276,040 effective April 23, 2006.

Adjusted EBITDA targets are used in determining annual bonus payments and payments under the M & F Worldwide 2005 Long Term Incentive Plan, which we refer to as the ‘‘LTIP.’’ Adjusted EBITDA is a non-GAAP measure representing EBITDA (net income before interest income and expense, income taxes, depreciation and amortization) adjusted to reflect the impact of a number of items we do not consider indicative of our ongoing performance such as restructuring costs, certain non-operational items, stock-based compensation, group management fees, certain stand-alone costs, an earn-out related to our Alcott Routon acquisition, and other non-cash adjustments. We believe adjusted EBITDA is an accurate measure of our performance for the above described reasons and also because it excludes acquisition-related expenses.

The annual executive bonus plan is designed to focus the executive on achievement of profitability goals for the current year. The annual bonus plan is based on achievement of 90% to 145% of the annual adjusted EBITDA target. The amount of bonus opportunity is tied to a percentage of salary increasing incrementally as performance against goal increases incrementally. The resulting bonuses for each NEO, based on achievement of a pre-set adjusted EBITDA target, are as follows:

	•	the bonus for Mr. Dawson for 2006 was $684,250.

	•	the bonus for Mr. Fera for 2006 was $258,750.

	•	the bonus for Mr. Westfall for 2006 was $301,875.

	•	the bonus for Mr. Singleton for 2006 was $258,750.

	•	the bonus for Mr. Reynolds for 2006 was $180,350.

The LTIP is designed to focus the executive on achievement of the long-term profitability goals. The LTIP is cash-based with a three-year performance cycle. An LTIP bonus pool is equal to our

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adjusted EBITDA actually achieved in excess of the target adjusted EBITDA times 20%. The participating executives’ ultimate payout at the end of the third year will be based on the three-year overall performance. The Board of Directors of M & F Worldwide determines individual participation in the LTIP. The amount an individual executive shares in the bonus pool is set forth in the individual’s LTIP award agreement. The LTIP payments can decrease materially if our adjusted EBITDA targets are not achieved as set forth in the plan documents. While we expect the targets to be met, we are not certain we will achieve in excess of those targets. Mr. Reynolds does not participate in the LTIP. The LTIP is contemplated to be terminated at the end of 2007, to be replaced by the New LTIP.

Other benefits and perquisites are offered in order to provide a competitive total compensation and benefits package. Executive officers participate in other benefit plans generally available to all employees on the same terms as similarly situated employees such as group medical insurance and participation in and matching through our sponsored 401(k) plan. Executive officers also receive benefits available to other officers such as a monthly car allowance, life insurance, annual physicals and a cell phone. Some executive officers are also provided private country club membership. The Chief Executive Officer is provided a leased company car rather than a car allowance and is permitted to travel first class. Both the Chief Executive Officer and the Chief Operating Officer also are allowed reimbursements for gas mileage.

Compensation in the form of bonus opportunity or compensation in the form of base pay, merit increases and promotion opportunities can increase or decrease materially in the event of a change in scope of position responsibilities, in light of performance, and in response to market compensation rates.

Payments in connection with termination without cause are in the form of severance and are set forth in an individual’s employment agreement.

Severance payments are generally provided as part of the compensation package, in line with market practices. We believe severance payment opportunities encourage NEOs to continue to perform in our best interests.

Tax treatments of annual bonuses and the LTIP impact the timing of payout to the executive. Payments may be delayed in order to avoid accelerated or additional tax under Section 409A of the Internal Revenue Code. Also, the executive annual bonus plan and LTIP were created to require either or both shareholder and M & F Worldwide compensation committee approvals in order to qualify under the I.R.C. as ‘‘performance-based compensation.’’

Role Of Executive Officers In Compensation Process

The Chief Executive Officer recommends business performance targets and objectives to M & F Worldwide, evaluates the performance, and recommends compensation for executive officers other than the Chief Executive Officer.

The compensation policies and decisions for all executive officers are evaluated by us, in consultation with M & F Worldwide. Targets are set consistent with annual budgets presented to and approved by M & F Worldwide. We are confident we will achieve our targets if our management team satisfies individual and collective performance objectives.

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Summary Compensation Table for Fiscal Year 2006

Set forth below is a summary compensation table for our NEOs as of December 31, 2006:

Name and Principal Position			Year						Salary ($)						Non-Equity Incentive Plan Compensation ($) (a)						All Other Compensation ($) (b)						Total ($)
Charles T. Dawson      President & CEO					2006						587,500						1,002,750						63,520						1,653,770
Peter A. Fera, Jr.      SVP & CFO					2006						292,308						322,450						142,000						756,758
Alan Westfall      EVP & COO					2006						317,885						435,645						47,537						801,067
J. Daniel Singleton      SVP Partnership      Development					2006						271,154						335,190						16,840						623,184
Steven L. Reynolds      SVP & CIO					2006						273,257						180,350						27,261						480,868

(a) The compensation listed in this column consists of (i) the amounts paid under the annual Executive Bonus Plan for performance in 2006 in the following amounts: Dawson $684,250, Fera $258,750, Westfall $301,875, Singleton $258,750, and Reynolds $180,350; (ii) amounts earned but not yet paid under the LTIP in the following amounts which are estimates based on 2006 performance only: Dawson $318,500, Fera $63,700, Westfall $133,770, and Singleton $76,440.

(b) The compensation listed in this column consists of (i) car allowance or the value of the personal use of the leased vehicle and employer provided gas in the following amounts: Dawson $15,843, Fera $5,940, Westfall $8,340, Singleton $5,445, and Reynolds $5,940; (ii) $119,447 in housing reimbursement and relocation for Fera, which includes the tax gross-up on the taxable portion of the reimbursement ($41,546 net taxable portion grossed up to $58,079); (iii) country club fees in the following amounts: Dawson $3,880, Fera $1,993, Westfall $6,305, Reynolds $3,585; (iv) term life insurance premiums in the following amounts: Dawson $2,162, Fera $572, Westfall $1,385, Singleton $549, and Reynolds $599; (v) employer contributions to the 401(k) plan and a supplemental non-qualified excess benefit plan in the following amounts: Dawson $33,783, Fera $14,048, Westfall $19,483, Singleton $10,846, and Reynolds $17,137; and (vi) other compensation for Dawson in the amount of $7,852 for the tax gross-up on the personal use of company vehicle, and other compensation for Westfall in the amount of $12,024 which includes gas reimbursements in the amount $1,447 and a $10,577 payout for earned but unused vacation after transferring from Checks In The Mail, Inc. to Clarke American Checks, Inc.

Each of Mr. Dawson and Mr. Westfall has an employment contract for a term of three years. Each of Mr. Fera and Mr. Singleton has an employment contract for a term of two years. Mr. Reynolds did not have an employment contract for a term of years, but rather was employed at-will. An offer letter outlined the elements of Mr. Reynolds’ compensation and benefits.

The elements of NEO compensation are based upon the applicable employment contract (or offer letter), LTIP agreement, Company policy or application of past practice. The salary for Messrs. Dawson, Fera, Westfall and Singleton are set under the terms of their respective employment contracts. Mr. Reynolds’ salary was based upon an original offer letter and a subsequent merit increase provided pursuant to Company policy governing such increases. Messrs. Dawson, Fera, Westfall and Singleton each have LTIP agreements. Mr. Reynolds did not have an LTIP agreement. Bonus Plans for each of Messrs. Dawson, Fera, Westfall and Singleton are outlined within their respective employment contracts and LTIP Agreements. Mr. Reynolds’ Bonus Plan was contained within his offer letter. Participation in the 401(k) and the Benefits Equalization Plan are pursuant to the plan documents. All other compensation is provided pursuant to Company policy or practice according to their respective positions.

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Nonqualified Deferred Compensation Table for Fiscal Year 2006

Set forth below is a nonqualified deferred compensation table for our NEOs as of December 31, 2006:

Name			Executive Contributions in Last FY ($)						Registrant Contributions in Last FY($) (1)						Aggregate Earnings in Last FY ($) (2)						Aggregate Withdrawals/ Distributions ($)						Aggregate Balance at Last FYE ($) (3)
Charles T. Dawson					—						24,983						4,889						—						100,777
Peter A. Fera, Jr.					—						5,248						107						—						5,355
Alan Westfall					—						10,683						3,945						—						79,234
J. Daniel Singleton					—						2,046						28						—						2,074
Steven L. Reynolds					—						8,337						1,432						—						30,910

(1) The amounts reported are included as part of ‘‘All Other Compensation’’ in the Summary Compensation Table.

(2) The amounts reported are not included in the Summary Compensation Table.

(3) Total balance of the executive’s account as of the end of our last fiscal year. Company contributions to the Benefits Equalization Plan reported in the Summary Compensation Table for the prior year are as follows: Dawson—$34,715; Westfall—$19,539; Reynolds-$18,354.

Material Features of the Deferred Compensation Plan

The Deferred Compensation Plan is a non-elective, nonqualified deferred compensation plan known as the Benefits Equalization Plan, or BEP. Its primary purpose is to serve as a supplemental benefit program for employees whose Company contributions to the 401(k) plan are limited due to IRS annual qualified plan compensation limits. In 2006, the qualified plan compensation limit was $220,000. Select members of management whose eligible earnings are greater than the IRS qualified plan compensation limit are automatically eligible for this benefit.

Employees may not defer income into this plan. Once the employee’s eligible compensation reaches the qualified plan (401(k) plan) compensation limit, the 401(k) Company match (4% match on eligible earnings) is no longer deposited into the qualified plan but instead, is credited to the employee’s BEP account.

The BEP is an unfunded deferred compensation plan. Interest is credited to each participant’s account based upon the 10-Year U.S. Treasury Bond yield as in effect on the first business day of the plan year rounded to the next higher one-half percent, plus one percent. For plan year 2006, the rate is determined as follows:

10-Year U.S. Treasury Bond yield for 1/3/2006			4.37%
Rounded to the next higher 0.5%			4.5%
Add 1.00%			5.5%

This methodology of applying interest is based on the language outlined in the BEP. Interest rates are provided annually by an outside compensation consultant.

Distributions are allowed only at termination, retirement, death, or disability and are to be paid within 90 days of such a qualifying event.

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Potential Payments upon Termination or Change-in-Control

If the employment of Mr. Dawson is terminated for cause, he will not be entitled to any further compensation. In the case of termination of the employment of Mr. Dawson without cause, Mr. Dawson will be entitled to receive:

	•	continued payment of his base salary for a period of two years after the termination;

	•	continued participation in applicable welfare benefit plans for 12 months after the termination;

	•	continued contribution to the employer portion of employee premiums of welfare benefit plans for a period of 12 months after termination; and

	•	a pro rata annual bonus for the year in which termination occurred, if it would have otherwise been payable to him but for the termination of his employment.

If the employment of Mr. Westfall is terminated for cause, he will not be entitled to any further compensation. In the case of termination of the employment of Mr. Westfall without cause, Mr. Westfall will be entitled to receive:

	•	continued payment of his base salary for a period of one year after the termination;

	•	continued participation in applicable welfare benefit plans for 12 months after the termination;

	•	continued contribution to the employer portion of employee premiums of welfare benefit plans for a period of 12 months after termination; and

	•	a pro rata annual bonus for the year in which termination occurred, if it would have otherwise been payable to him but for the termination of his employment.

If Mr. Westfall retires on or after May 22, 2009, and is the Executive Vice President and Chief Operating Officer immediately prior to such retirement, he will be entitled to one year of base salary continuation, continuation for 12 months of group health plan benefits at the cost of the regular premium for such benefits shared in the same relative proportion as in effect on the date of termination and a pro rata annual bonus. Retirement benefits are in lieu of other benefits otherwise provided for under Mr. Westfall’s employment contract.

If the employment of Mr. Fera is terminated for cause, he will not be entitled to any further compensation. In the case of termination of the employment of Mr. Fera without cause, Mr. Fera will be entitled to receive:

	•	continued payment of his base salary for a period of 18 months after the termination;

	•	continued participation in applicable welfare benefit plans for 12 months after the termination;

	•	continued contribution to the employer portion of employee premiums of welfare benefit plans for a period of 12 months after termination; and

	•	a pro rata annual bonus for the year in which termination occurred, if it would have otherwise been payable to him but for the termination of his employment.

If the employment of Mr. Singleton is terminated for cause, he will not be entitled to any further compensation. In the case of termination of the employment of Mr. Singleton without cause, Mr. Singleton will be entitled to receive:

	•	continued payment of his base salary for a period of 18 months after the termination;

	•	continued participation in applicable welfare benefit plans for 12 months after the termination;

	•	continued contribution to the employer portion of employee premiums of welfare benefit plans for a period of 12 months after termination; and

	•	a pro rata annual bonus for the year in which termination occurred, if it would have otherwise been payable to him but for the termination of his employment.

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If the employment of Mr. Reynolds is terminated for cause or if he should resign voluntarily, he will not be entitled to any further compensation. In the case of termination of the employment of Mr. Reynolds without cause, Mr. Reynolds will be entitled to receive:

	•	severance equal to 12 months of his base salary;

	•	continued participation in applicable welfare benefit plans for 6 months after the termination;

	•	continued contribution to the employer portion of employee premiums of welfare benefit plans for a period of 6 months after termination; and

	•	reimbursement up to $10,000 for outplacement expenses.

LTIP payments are forfeited upon the termination of each executive’s employment, other than due to death or disability, prior to December 31, 2008. If the executive dies or is terminated due to disability prior to December 31, 2008, he shall receive a pro rata payment at the time LTIP payments are otherwise paid. In the event of a change of control (as defined in the award agreement) prior to December 31, 2008, the Compensation Committee of M & F Worldwide has the discretion to award a LTIP payment with respect to the period of time that has elapsed during the award term prior to the change of control.

Each executive is bound by a one-year or a two-year non-competition covenant (depending on the executive) as well as a two-year non-solicitation covenant. Breach of either the non-competition or the non-solicitation covenants will result in a cessation of payment of salary continuation and premium rates under the group health benefits.

Termination And Change In Control Payments

Set forth below is a table of payments we would have made in connection with a change in control or a termination of employment of each of our NEOs as of December 31, 2006:

Name & Principal Position			Separation Pay (1) ($)						LTIP Accelerated Payment (2) ($)						Vacation (3) ($)						Health Welfare Plan (4) ($)						Executive Annual Bonus Plan (5) ($)						Outplacement Assistance (6) ($)						Deferred Compensation Plan Balance (7) ($)						Total ($)
Charles T. Dawson President & CEO					1,190,000						318,500						11,077						5,795						684,250						30,000						100,777						2,340,399
Peter A. Fera, Jr. SVP & CFO					450,000						63,700						n/a						7,714						258,750						30,000						5,355						815,519
Alan Westfall EVP & COO					350,000						133,770						31,731						6,752						274,175						30,000						79,234						905,662
J. Daniel Singleton SVP Partnership Development					450,000						76,440						n/a						7,714						258,750						30,000						2,074						824,978
Steven L. Reynolds SVP & CIO					276,040						n/a						n/a						3,857						n/a						10,000						30,910						320,807

(1) For Dawson, Fera, Westfall, and Singleton, in the case of the termination of the executive without cause (as defined in each employment agreement), the executive will be entitled to receive continued payment of base salary for the following periods: a period of 24 months in the case of Dawson, 18 months in the case of Singleton and Fera, and 12 months in the case of Westfall and Reynolds.

(2) Although LTIP payments are generally forfeited upon the termination of the executive’s employment, in the case of death or disability prior to December 31, 2008, the executive shall receive a pro rata payment at the time LTIP payments are otherwise paid. The amounts listed assume death or disability at December 31, 2006 for purposes of calculating the entitlement. If a change of control occurs prior to December 31, 2008 the Compensation Committee of M & F    Worldwide has the discretion to award a LTIP payment with respect to the period of time that has elapsed during the award term prior to the change of control. The LTIP is contemplated to be terminated at the end of 2007, to be replaced by the New LTIP.

(3) Upon termination, the executive is entitled to his earned and unused vacation for the current year; however, unused vacation is forfeited as of each December 31. Dawson and Westfall are also entitled to their balance of frozen vacation of $11,077 and $31,731, respectively.

(4) For Dawson, Fera, Westfall, and Singleton, upon termination of the executive for other than cause (as defined in individual employment agreements), he is entitled to continued participation in applicable welfare benefit plans for 12 months after the termination and continued contribution by the Company to the employer portion of the employee premiums of welfare benefit plans for 12 months after the termination. For Reynolds, upon termination of the executive for reason other than cause, he is entitled to continued participation in applicable welfare benefit plans for 6 months after

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the termination and continued contribution by the Company to the employer portion of the employee premiums of welfare benefit plans for 6 months after the termination. (Note: Employer portion reflects employer cost for 2006 based on the employee’s enrollment in Dental, Medical, and Vision plans as of December 31, 2006.)

(5) For Dawson, Fera, Westfall, and Singleton, in the case of the termination of the executive by the Company without cause (as defined in the employee’s Employment Agreement) the executive shall receive a prorated Annual Bonus for the year in which the termination occurred if the executive would have been eligible to receive such bonus hereunder (including due to satisfaction of the Company of performance milestones) had the executive been employed at the time such Annual Bonus is normally paid.

(6) For Dawson, Fera, Westfall, and Singleton, standard outplacement assistance for the key executive level of up to $30,000, and up to $10,000 for Reynolds, would be paid to a mutually agreed provider of outplacement services for a 12-month outplacement program.

(7) Upon termination, retirement, death, or disability, the executive’s total balance in their BEP is to be paid within 90 days. These amounts reflect the executive’s account balance as of December 31, 2006.

Directors Compensation Table

Set forth below is a directors compensation table for our directors as of December 31, 2006:

Name

Fees Earned or Paid in Cash

Stock Awards

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Nonqualified Deferred Compensation Earnings

All Other Compensation

Total

Howard Gittis

—

—

—

—

—

—

—

Barry F. Schwartz

—

—

—

—

—

—

—

Paul G. Savas

—

—

—

—

—

—

—

Charles T. Dawson

—

—

—

—

—

—

—

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Certain Relationships and Related Transactions

Allied Security

Allied Security Holdings LLC, an affiliate of MacAndrews & Forbes Holdings Inc., provided contract security officer services to Clarke American. We made aggregate payments to Allied Security for such services of approximately $0.3 million in 2005 and $0.1 million in 2006, which we believe are competitive with industry rates for similarly situated security firms and as favorable as terms that could have been obtained from an unrelated party in an arm’s length transaction.

Insurance

We participate in MacAndrews & Forbes Holdings Inc.’s directors’ and officers’ insurance program, which covers M & F Worldwide as well as MacAndrews & Forbes Holdings Inc. and certain of its other affiliates. The limits of coverage are available on aggregate losses to any or all of the participating companies and their respective directors and officers. We bear an allocation of the premiums for such coverage, which we believe is more favorable than the premiums we could secure under stand alone coverage. We have not yet made any payment to M & F Worldwide or MacAndrews & Forbes Holdings, Inc. in respect of such insurance coverage.

Management Services Agreement

Our President and Chief Executive Officer, Barry F. Schwartz, and our Executive Vice President and Chief Financial Officer, Paul G. Savas, are not currently paid by us for their services in their respective roles.

During 2006, 2005, and 2004, three executive officers of M & F Worldwide, including Messrs. Schwartz and Savas, were executives of MacAndrews & Forbes. M & F Worldwide did not compensate such executive officers, but, in 2006, 2005 and 2004, M & F Worldwide paid to MacAndrews & Forbes $3.25 million, $1.5 million and $1.5 million, respectively, for the value of the services provided by such officers to M & F Worldwide pursuant to a management services agreement and charged that amount to selling, general, and administrative expense. On May 24, 2006, M & F Worldwide and MacAndrews & Forbes entered into the Amended Management Services Agreement to reflect the increased scope of the management services provided by MacAndrews & Forbes to M & F Worldwide and the increased size of M & F Worldwide after the acquisition of Clarke American. Under the Amended Management Services Agreement, M & F Worldwide p ays to MacAndrews & Forbes an annual fee of $5.0 million paid quarterly, beginning with the third quarter of 2006.

The Amended Management Services Agreement will terminate on December 31, 2008, subject to automatic one-year renewal periods unless either party gives the other party written notice at least 90 days prior to the end of the initial term or a subsequent renewal period. The Amended Management Services Agreement will also terminate in the event that MacAndrews & Forbes Inc. or its affiliates no longer in the aggregate retain beneficial ownership of 10% or more of the outstanding common stock of M & F Worldwide. The Amended Management Services Agreement also contains customary indemnities covering MacAndrews & Forbes Inc. and its affiliates and personnel.

Tax Sharing Agreement

We, M & F Worldwide and another subsidiary of M & F Worldwide entered into a tax sharing agreement in 2005 whereby M & F Worldwide files consolidated federal income tax returns on our and our affiliated subsidiaries’ behalf, as well as on behalf of certain other subsidiaries of M & F Worldwide. Under the tax sharing agreement, we make periodic payments to M & F Worldwide. These payments are based on the applicable federal income tax liability that we and our affiliated subsidiaries would have had for each taxable period if we had not been included in the M & F Worldwide consolidated group. Similar provisions apply with respect to any foreign, state or local income or franchise tax returns filed by any M & F Worldwide consolidated, combined or unitary group for each year that we or any of our subsidiaries are included in any such group for foreign, state or local tax purposes. During 2006, we made payments totaling $19.3 mil lion to M & F Worldwide under the tax sharing agreement.

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To the extent that we have losses for tax purposes, the tax sharing agreement permits us to carry those losses back to periods beginning on or after December 15, 2005 and forward for so long as we are included in the affiliated group of which M & F Worldwide is the common parent (in both cases, subject to federal, state and local rules on limitation and expiration of net operating losses) to reduce the amount of the payments we otherwise would be required to make to M & F Worldwide in years in which it has current income for tax purposes. If the loss is carried back to the previous period, M & F Worldwide shall pay us an amount equal to the decrease of the taxes we would have benefited as a result of the carry back.

Predecessors

During 2004 and 2005, we had long-term debt payable to our relevant predecessor parents as well as notes receivable from its predecessor parents and other related parties. Substantially all of the cash used in and provided by financing activities during 2004 and 2005 was also associated with related party financing activities. We incurred interest expense of $3.5 million, $5.7 million and $19.4 million during the periods April 1 to December 14, 2005, January 1 to March 31, 2005 and the year ended December 31, 2004, respectively. We earned interest income of $1.1 million, $0.1 million and $0.3 million during the periods April 1 to December 14, 2005, January 1 to March 31, 2005 and the year ended December 31, 2004, respectively. All of the related party notes were retired as of the completion of the acquisition of Clarke American by M & F Worldwide on December 15, 2005.

Related Party Transactions Policy

As a wholly owned subsidiary of M & F Worldwide, we are subject to M & F Worldwide’s Code of Business Conduct and Ethics, which covers transactions and other activities by employees of M & F Worldwide and its subsidiaries (including our directors and officers) that give rise to conflicts of interest. The conflicts of interest policy in the Code limits or prohibits, among other things, transactions between the employee and M & F Worldwide and transactions by the employee with (and employment with or substantial investments in) an enterprise that is a present or potential supplier, client or competitor, or that engages or may engage in any other business with, M & F Worldwide. In addition, the policy also prohibits employees from appropriating for personal benefit business opportunities that should be first offered to M & F Worldwide. The Code also limits similar transactions by family members of employees. Any waivers of the Code mus t be approved by either the Board of Directors or the Audit Committee of M & F Worldwide. As a Delaware corporation, we are also subject to Delaware’s requirement for disinterested director or shareholder approval of transactions by us with our directors and officers, as set forth in Section 144 of the Delaware General Corporation Law.

The transactions reported above that occurred during our last completed fiscal year were not subject to the Code because they were not transactions involving conflicts of interest covered by the Code. All of the reported transactions were approved by our Board of Directors.

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Principal Stockholders

M & F Worldwide beneficially owns all the outstanding shares of our common stock. None of our executive officers or directors beneficially owns any of our common stock. The following table sets forth the total number and percentage of the outstanding shares of M & F Worldwide’s common stock beneficially owned by (1) each of our named executive officers for 2006 and each of our current directors individually, (2) all of our executive officers and directors as a group and (3) each person known to us to be the beneficial owner of more than 5% of M & F Worldwide’s outstanding common stock beneficially owned as of May 31, 2007. M & F Worldwide’s common stock is M & F Worldwide’s only outstanding voting stock. ‘‘Ownership’’ for this purpose is ‘‘beneficial ownership’’ as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, a person beneficially owns a share if the person has sole or shared voting power or investment power with respect to the share or the person has the right to acquire the share within 60 days through the exercise of any option, warrant or right, through conversion of any security or under the automatic termination of any power of attorney or revocation of trust, discretionary account or similar arrangement.

Name of Beneficial Owner			Number of Shares Beneficially Owned						Percent of Outstanding Shares
MFW Holdings One LLC					7,248,000	(1)					34.0	%
MFW Holdings Two LLC					750,000	(1)					3.5	%
Ronald O. Perelman					200,000	(1)						*
Dimensional Fund Advisors LP					1,695,744	(2)					7.9	%
Bay Harbour Management, L.C					1,370,612	(3)					6.4	%
Howard Gittis.					196,000							*
Barry F. Schwartz.					5,000							*
Paul G. Savas					—						—
Charles T. Dawson					—						—
Peter A. Fera, Jr.					—						—
Alan R. Westfall					—						—
J. Daniel Singleton					—						—
Steven L. Reynolds					—						—
Jeffrey D. Heggedahl					—						—
John E. O’Malley					—						—
All executive officers and directors of Harland Clarke Holdings Corp., as a group (6 persons)					201,000							*

* Does not exceed 1%.

(1) All of such shares of common stock are beneficially owned by Ronald O. Perelman. MFW Holdings One LLC and MFW Holdings Two LLC are wholly owned subsidiaries of MacAndrews & Forbes Holdings Inc., of which Mr. Perelman owns 100%. In addition, MacAndrews & Forbes Holdings Inc. may be deemed to share beneficial ownership of the 7,248,000 shares of common stock beneficially owned by MFW Holdings One LLC, the 750,000 shares of common stock beneficially owned by MFW Holdings Two LLC and the 200,000 shares of common stock held directly by Mr. Perelman which were issued to Mr. Perelman on May 30, 2007 (an aggregate of 8,198,000 shares of common stock, representing approximately 38.4% of the common stock outstanding or deemed outstanding under the rules of the SEC), by virtue of MacAndrews & Forbes Holdings Inc.’s ownership of 100% of the common stock of MFW Holdings One LLC and MFW Holdings Two LLC and Mr. Perelman’s 100% ownership of MacAndrews & Forbes Holdings Inc.’s common stock. The 200,000 shares of restricted stock issued to Mr. Perelman on May 30, 2007 vest in equal installments on each of the first three anniversaries of the issuance date. The shares so owned and shares of intermediate holding companies are, or may from time to time be, pledged to secure obligations of MacAndrews & Forbes Holdings Inc. or its affiliates. Beneficial ownership is based on a Form 4 filed by Ronald O. Perelman, MacAndrews & Forbes Holdings Inc., MFW Holdings One LLC and MFW Holdings Two LLC on May 31, 2007 and information provided by M & F Worldwide. The principal address of Mr. Perelman, MFW Holdings One LLC and MFW Holdings Two LLC is 35 East 62^nd Street, New York, New York, 10021.

(2) Beneficial ownership is based on a statement on Schedule 13G/A filed by Dimensional Fund Advisors LP on February 9, 2007. The principal address of Dimensional Fund Advisors LP is 1299 Ocean Avenue, 11^th Floor, Santa Monica, California, 90401.

(3) Beneficial ownership is based on a statement on Schedule 13D/A filed by Bay Harbour Management, L.C. on March 8, 2007. The principal address of Bay Harbour Management, L.C. is 885 Third Avenue, 34^th Floor, New York, New York, 10022.

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Description of Other Indebtedness

Senior Secured Credit Facilities

On April 4, 2007, Clarke American Corp. entered into a credit agreement among Clarke American Corp., as borrower, the financial institutions party thereto, as the lenders, and Credit Suisse as agent, and certain subsidiaries of Clarke American Corp. from time to time party thereto, as subsidiary co-borrowers. In connection with the Acquisition, borrowings under the credit agreement were made to fund a portion of the purchase price for Harland in the Acquisition, to repay debt under Clarke American’s and Harland’s credit facilities, to prepay Clarke American’s outstanding 2013 notes and to pay fees and expenses. See ‘‘Use of Proceeds.’’

Structure.    The credit agreement provides for the following senior secured credit facilities:

	•	a revolving credit facility in an amount of up to $100.0 million with a term of six years; and

	•	a $1,800.0 million term loan with a term of seven years.

In addition, up to $60.0 million of the revolving credit facility is available for the issuance of letters of credit and up to $30.0 million of the revolving credit facility is available as short-term swing line loans.

Interest and Fees.    Loans under our senior secured credit facilities bear, at our option, interest at:

	•	a rate per annum equal to the higher of (a) the prime rate of Credit Suisse and (b) the Federal Funds rate plus 0.50%, in each case plus an applicable margin of 1.50% per annum for revolving loans and for term loans; or

	•	a rate per annum equal to a reserve-adjusted LIBOR rate, plus an applicable margin of 2.50% per annum for revolving loans and for term loans.

In addition, we pay certain fees in connection with our senior secured credit facilities, including, revolving credit commitment fees, administrative fees, an arrangement fee and letter of credit fees. Interest rate margins and commitment fees under the revolving credit facility are subject to reduction in increments based upon our achieving certain consolidated leverage ratios.

Incremental Facilities.    So long as certain conditions are met, we are permitted to add additional revolving credit or term loan facilities in an aggregate principal amount of up to $250.0 million.

Guarantors and Co-Borrowers.    We and each of our existing and future domestic subsidiaries, other than unrestricted subsidiaries and certain immaterial subsidiaries, are guarantors and certain domestic subsidiaries are co-borrowers under our senior secured credit facilities. In addition, our direct parent, CA Acquisition Holdings, Inc., also serves as a guarantor under our senior secured credit facilities.

Security.    Our senior secured credit facilities are secured by a perfected first priority security interest in substantially all of our and each of the co-borrowers’ and the guarantors’ tangible and intangible assets and equity interests (other than voting stock in excess of 65.0% of the outstanding voting stock of each direct foreign subsidiary and certain other excluded property).

Amortization.    Our term loan facility must be repaid in equal quarterly installments commencing on September 28, 2007, in aggregate annual amounts equal to 1% of the original principal amount of our new term loan facility. The balance of our term loan facility will mature on June 30, 2014.

Optional Prepayments and Commitment Reductions.    We have the right to prepay loans under our senior secured credit facilities at any time without premium or penalty, subject to reimbursement of the lenders’ redeployment costs in the case of a prepayment of adjusted LIBOR borrowings other than on the last day of the relevant interest period. We may also reduce any unutilized portion of our senior secured credit facilities at any time, in minimum principal amounts set forth in the credit agreement. Each optional prepayment of our term loan facility will be applied to the remaining amortization payments under our term loan facility as directed by us.

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Mandatory Prepayments and Commitment Reductions.    We are required to prepay our term loan facility with:

	•	50% of excess cash flow (as defined in the credit agreement, commencing with the fiscal year 2008, with certain reductions set forth in the credit agreement, based on achievement and maintenance of leverage ratios); and

	•	100% of the net proceeds of any issuances, offerings or placements of debt obligations of Harland Clarke Holdings Corp., CA Acquisition Holdings or any of its subsidiaries after the closing date of the Acquisition (other than permitted debt).

Each such prepayment will be applied first to the next eight unpaid quarterly amortization installments on the term loans and second to the remaining amortization installments on the term loans on a pro rata basis.

Change of Control and Asset Sale Prepayment Offers.    If a change of control (as defined in the credit agreement) occurs, we will be required to make an offer to prepay all outstanding term loans under the credit agreement at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, and lenders holding a majority of the revolving credit commitments may elect to terminate the revolving credit commitments in full. We are also required to offer to prepay outstanding term loans at 100% of the principal amount to be prepaid, plus accrued and unpaid interest, with the proceeds of certain asset sales under certain circumstances.

Certain Covenants and Events of Default.    The credit agreement for our senior secured credit facilities contains a number of covenants that restrict, subject to certain exceptions, our ability to:

	•	incur additional indebtedness, issue preferred stock and provide guarantees of indebtedness;

	•	create liens on assets;

	•	engage in mergers or consolidations;

	•	sell assets;

	•	pay dividends, make distributions or repurchase our capital stock;

	•	make investments, loans and advances;

	•	prepay subordinated indebtedness;

	•	engage in certain transactions with affiliates;

	•	create restrictions on the payment of dividends, making loans and advances or other transfers of assets to Harland Clarke Holdings Corp. and its restricted subsidiaries;

	•	enter into sale and lease-back transactions;

	•	amend agreements governing certain indebtedness;

	•	materially change our lines of business; and

	•	permit CA Acquisition Holdings, Inc. to engage in any business other than owning the equity of Harland Clarke Holdings Corp. and certain related activities.

Our credit agreement also requires us to maintain a maximum consolidated leverage ratio for the benefit of the lenders under our revolving credit facility only.

The credit agreement also contains certain customary affirmative covenants and events of default. Such events of default include, but are not limited to: non-payment of amounts when due; violation of covenants; material inaccuracy of representations and warranties; cross default and cross acceleration with respect to other material debt; bankruptcy and other insolvency events; certain ERISA events; invalidity of guarantees or security documents; and material judgments. Some of these events of default allow for grace periods.

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The Exchange Offer

Terms of the Exchange Offer

We are offering to exchange $305,000,000 aggregate principal amount of our exchange floating rate notes for a like aggregate principal amount at maturity of our initial floating rate notes and $310,000,000 aggregate principal amount of our exchange fixed rate notes for a like aggregate principal amount at maturity of our initial fixed rate notes.

The exchange notes that we propose to issue in this exchange offer will be substantially identical to our initial notes except that, unlike our initial notes, the exchange notes will have no transfer restrictions or registration rights. You should read the description of the exchange notes in the section in this prospectus entitled ‘‘Description of the Notes.’’

We reserve the right in our sole discretion to purchase or make offers for any initial notes that remain outstanding following the expiration or termination of this exchange offer and, to the extent permitted by applicable law, to purchase initial notes in the open market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise. The terms and prices of these purchases or offers could differ significantly from the terms of this exchange offer.

Expiration Date; Extensions; Amendments; Termination

This exchange offer will expire at 5:00 p.m., New York City time, on                 , 2007, unless we extend it in our reasonable discretion. The expiration date of this exchange offer will be at least 20 business days after the commencement of the exchange offer in accordance with Rule 14e-1(a) under the Securities Exchange Act of 1934.

We expressly reserve the right to delay acceptance of any initial notes, extend or terminate this exchange offer and not accept any initial notes that we have not previously accepted if any of the conditions described below under ‘‘—Conditions to the Exchange Offer’’ have not been satisfied or waived by us. We will notify the exchange agent of any extension by oral notice promptly confirmed in writing or by written notice. We will also notify the holders of the initial notes by a press release or other public announcement communicated before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date unless applicable laws require us to do otherwise.

We also expressly reserve the right to amend the terms of this exchange offer in any manner. If we make any material change, we will promptly disclose this change in a manner reasonably calculated to inform the holders of our initial notes of the change including providing public announcement or giving oral or written notice to these holders. A material change in the terms of this exchange offer could include a change in the timing of the exchange offer, a change in the exchange agent and other similar changes in the terms of this exchange offer. If we make any material change to this exchange offer, we will disclose this change by means of a post-effective amendment to the registration statement which includes this prospectus and will distribute an amended or supplemented prospectus to each registered holder of initial notes. In addition, we will extend this exchange offer for an additional five to ten business days as required by the Exchange Act, depending on the significance of the amendment, if the exchange offer would otherwise expire during that period. We will promptly notify the exchange agent by oral notice, promptly confirmed in writing, or written notice of any delay in acceptance, extension, termination or amendment of this exchange offer.

Procedures for Tendering Initial Notes

Proper Execution and Delivery of Letters of Transmittal

To tender your initial notes in this exchange offer, you must use one of the three alternative procedures described below:

	(1)	Book-entry delivery procedure:    Send a timely confirmation of a book-entry transfer of your initial notes, if this procedure is available, into the exchange agent’s account at The Depository Trust Company in accordance with the procedures for book-entry transfer described under ‘‘—Book-Entry Delivery Procedure’’ below, on or before 5:00 p.m., New York City time, on the expiration date.

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	(2)	Regular delivery procedure:    Complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal. Have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal. Mail or otherwise deliver the letter of transmittal or the facsimile together with the certificates representing the initial notes being tendered and any other required documents to the exchange agent on or before 5:00 p.m., New York City time, on the expiration date.

	(3)	Guaranteed delivery procedure:    If time will not permit you to complete your tender by using the procedures described in (1) or (2) above before the expiration date and this procedure is available, comply with the guaranteed delivery procedures described under ‘‘—Guaranteed Delivery Procedure’’ below.

The method of delivery of the initial notes, the letter of transmittal and all other required documents is at your election and risk. Instead of delivery by mail, we recommend that you use an overnight or hand-delivery service. If you choose the 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 any letters of transmittal or initial notes to us. You must deliver all documents to the exchange agent at its address provided below. You may also request your broker, dealer, commercial bank, trust company or nominee to tender your initial notes on your behalf.

Only a holder of initial notes may tender initial notes in this exchange offer. A holder is any person in whose name initial notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder.

If you are the beneficial owner of initial notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your notes, you must contact that registered holder promptly and instruct that registered holder to tender your notes on your behalf. If you wish to tender your initial notes on your own behalf, you must, before completing and executing the letter of transmittal and delivering your initial notes, either make appropriate arrangements to register the ownership of these notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

You must have any signatures on a letter of transmittal or a notice of withdrawal guaranteed by:

	(1)	a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.,

	(2)	a commercial bank or trust company having an office or correspondent in the United States, or

	(3)	an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act, unless the initial notes are tendered:

	(1)	by a registered holder or by a participant in The Depository Trust Company whose name appears on a security position listing as the owner, who has not completed the box entitled ‘‘Special Issuance Instructions’’ or ‘‘Special Delivery Instructions’’ on the letter of transmittal and only if the exchange notes are being issued directly to this registered holder or deposited into this participant’s account at The Depository Trust Company, or

	(2)	for the account of a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934.

If the letter of transmittal or any bond powers are signed by:

	(1)	the recordholder(s) of the initial notes tendered: the signature must correspond with the name(s) written on the face of the initial notes without alteration, enlargement or any change whatsoever.

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	(2)	a participant in The Depository Trust Company: the signature must correspond with the name as it appears on the security position listing as the holder of the initial notes.

	(3)	a person other than the registered holder of any initial notes: these initial notes must be endorsed or accompanied by bond powers and a proxy that authorize this person to tender the initial notes on behalf of the registered holder, in satisfactory form to us as determined in our sole discretion, in each case, as the name of the registered holder or holders appears on the initial notes.

	(4)	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. Unless waived by us, evidence satisfactory to us of their authority to so act must also be submitted with the letter of transmittal.

To tender your initial notes in this exchange offer, you must make the following representations:

	(1)	you are authorized to tender, sell, assign and transfer the initial notes tendered and to acquire exchange notes issuable upon the exchange of such tendered initial notes, and that we will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by us,

	(2)	any exchange notes acquired by you pursuant to the exchange offer are being acquired in the ordinary course of business, whether or not you are the holder,

	(3)	you or any other person who receives exchange notes, whether or not such person is the holder of the exchange notes, has an arrangement or understanding with any person to participate in a distribution of such exchange notes within the meaning of the Securities Act and is not participating in, and does not intend to participate in, the distribution of such exchange notes within the meaning of the Securities Act,

	(4)	you or such other person who receives exchange notes, whether or not such person is the holder of the exchange notes, is not an ‘‘affiliate,’’ as defined in Rule 405 of the Securities Act, of ours, or if you or such other person is an affiliate, you or such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,

	(5)	if you are not a broker-dealer, you represent that you are not engaging in, and do not intend to engage in, a distribution of exchange notes, and

	(6)	if you are a broker-dealer that will receive exchange notes for your own account in exchange for initial notes, you represent that the initial notes to be exchanged for the exchange notes were acquired by you as a result of market-making or other trading activities and acknowledge that you will deliver a prospectus in connection with any resale, offer to resell or other transfer of such exchange notes.

You must also warrant that the acceptance of any tendered initial notes by the issuers and the issuance of exchange notes in exchange therefor shall constitute performance in full by the issuers of its obligations under the registration rights agreement relating to the initial notes.

To effectively tender notes through The Depository Trust Company, the financial institution that is a participant in The Depository Trust Company will electronically transmit its acceptance through the Automatic Tender Offer Program. The Depository Trust Company will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An agent’s message is a message transmitted by The Depository Trust Company to the exchange agent stating that The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering the notes that this participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce this agreement against this participant.

Book-Entry Delivery Procedure

Any financial institution that is a participant in The Depository Trust Company’s systems may make book-entry deliveries of initial notes by causing The Depository Trust Company to transfer

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these initial notes into the exchange agent’s account at The Depository Trust Company in accordance with The Depository Trust Company’s procedures for transfer. To effectively tender notes through The Depository Trust Company, the financial institution that is a participant in The Depository Trust Company will electronically transmit its acceptance through the Automatic Tender Offer Program. The Depository Trust Company will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An agent’s message is a message transmitted by The Depository Trust Company to the exchange agent stating that The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering the notes that this participation has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce this agreement against this participant. The exchange agent will make a request to es tablish an account for the initial notes at The Depository Trust Company for purposes of the exchange offer within two business days after the date of this prospectus.

A delivery of initial notes through a book-entry transfer into the exchange agent’s account at The Depository Trust Company will only be effective if an agent’s message or the letter of transmittal or a facsimile of the letter of transmittal with any required signature guarantees and any other required documents is transmitted to and received by the exchange agent at the address indicated below under ‘‘—Exchange Agent’’ on or before the expiration date unless the guaranteed delivery procedures described below are complied with. Delivery of documents to The Depository Trust Company does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedure

If you are a registered holder of initial notes and desire to tender your notes, and (1) these notes are not immediately available, (2) time will not permit your notes or other required documents to reach the exchange agent before the expiration date or (3) the procedures for book-entry transfer cannot be completed on a timely basis and an agent’s message delivered, you may still tender in this exchange offer if:

	(1)	you tender through a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act,

	(2)	on or before the expiration date, the exchange agent receives a properly completed and duly executed letter of transmittal or facsimile of the letter of transmittal, and a notice of guaranteed delivery, substantially in the form provided by us, with your name and address as holder of the initial notes and the amount of notes tendered, stating that the tender is being made by that letter and notice and guaranteeing that within three New York Stock Exchange trading days after the expiration date the certificates for all the initial notes tendered, in proper form for transfer, or a book-entry confirmation with an agent’s message, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institu tion with the exchange agent, and

	(3)	the certificates for all your tendered initial notes in proper form for transfer or a book-entry confirmation as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes

Your tender of initial notes will constitute an agreement between you and us governed by the terms and conditions provided in this prospectus and in the related letter of transmittal.

We will be deemed to have received your tender as of the date when your duly signed letter of transmittal accompanied by your initial notes tendered, or a timely confirmation of a book-entry transfer of these notes into the exchange agent’s account at The Depository Trust Company with an agent’s message, or a notice of guaranteed delivery from an eligible institution is received by the exchange agent.

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All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tenders will be determined by us in our sole discretion. Our determination will be final and binding.

We reserve the absolute right to reject any and all initial notes not properly tendered or any initial notes which, if accepted, would, in our opinion or our counsel’s opinion, be unlawful. We also reserve the absolute right to waive any conditions of this exchange offer or irregularities or defects in tender as to particular notes with the exception of conditions to this exchange offer relating to the obligations of broker dealers, which we will not waive. If we waive a condition to this exchange offer, the waiver will be applied equally to all note holders. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of initial notes must be cured within such time as we shall determine. We, the exchange agent or any other person will be under no duty to give notification of de fects or irregularities with respect to tenders of initial notes. We and the exchange agent or any other person will incur no liability for any failure to give notification of these defects or irregularities. Tenders of initial notes will not be deemed to have been made until such irregularities have been cured or waived. The exchange agent will return without cost to their holders any initial notes that are not properly tendered and as to which the defects or irregularities have not been cured or waived promptly following the expiration date.

If all the conditions to the exchange offer are satisfied or waived on the expiration date, we will accept all initial notes properly tendered and will issue the exchange notes promptly thereafter. Please refer to the section of this prospectus entitled ‘‘—Conditions to the Exchange Offer’’ below. For purposes of this exchange offer, initial notes will be deemed to have been accepted as validly tendered for exchange when, as and if we give oral or written notice of acceptance to the exchange agent.

We will issue the exchange notes in exchange for the initial notes tendered pursuant to a notice of guaranteed delivery by an eligible institution only against delivery to the exchange agent of the letter of transmittal, the tendered initial notes and any other required documents, or the receipt by the exchange agent of a timely confirmation of a book-entry transfer of initial notes into the exchange agent’s account at The Depository Trust Company with an agent’s message, in each case, in form satisfactory to us and the exchange agent.

If any tendered initial notes are not accepted for any reason provided by the terms and conditions of this exchange offer or if initial notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged initial notes will be returned without expense to the tendering holder, or, in the case of initial notes tendered by book-entry transfer procedures described above, will be credited to an account maintained with the book-entry transfer facility, promptly after withdrawal, rejection of tender or the expiration or termination of the exchange offer.

By tendering into this exchange offer, you will irrevocably appoint our designees as your attorney-in-fact and proxy with full power of substitution and resubstitution to the full extent of your rights on the notes tendered. This proxy will be considered coupled with an interest in the tendered notes. This appointment will be effective only when, and to the extent that we accept your notes in this exchange offer. All prior proxies on these notes will then be revoked and you will not be entitled to give any subsequent proxy. Any proxy that you may give subsequently will not be deemed effective. Our designees will be empowered to exercise all voting and other rights of the holders as they may deem proper at any meeting of note holders or otherwise. The initial notes will be validly tendered only if we are able to exercise full voting rights on the notes, including voting at any meeting of the note holders, and full rights to consent to any action taken by the note holders.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw tenders of initial notes at any time before 5:00 p.m., New York City time, on the expiration date.

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For a withdrawal to be effective, you must send a written or facsimile transmission notice of withdrawal to the exchange agent before 5:00 p.m., New York City time, on the expiration date at the address provided below under ‘‘—Exchange Agent’’ and before acceptance of your tendered notes for exchange by us.

Any notice of withdrawal must:

	(1)	specify the name of the person having tendered the initial notes to be withdrawn,

	(2)	identify the notes to be withdrawn, including, if applicable, the registration number or numbers and total principal amount of these notes,

	(3)	be signed by the person having tendered the initial notes to be withdrawn in the same manner as the original signature on the letter of transmittal by which these notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to permit the trustee for the initial notes to register the transfer of these notes into the name of the person having made the original tender and withdrawing the tender,

	(4)	specify the name in which any of these initial notes are to be registered, if this name is different from that of the person having tendered the initial notes to be withdrawn, and

	(5)	if applicable because the initial notes have been tendered through the book-entry procedure, specify the name and number of the participant’s account at The Depository Trust Company to be credited, if different than that of the person having tendered the initial notes to be withdrawn.

We will determine all questions as to the validity, form and eligibility, including time of receipt, of all notices of withdrawal and our determination will be final and binding on all parties. Initial notes that are withdrawn will be deemed not to have been validly tendered for exchange in this exchange offer.

The exchange agent will return without cost to their holders all initial notes that have been tendered for exchange and are not exchanged for any reason, promptly after withdrawal, rejection of tender or expiration or termination of this exchange offer.

You may retender properly withdrawn initial notes in this exchange offer by following one of the procedures described under ‘‘—Procedures for Tendering Initial Notes’’ above at any time on or before the expiration date.

Conditions to the Exchange Offer

We will complete this exchange offer only if:

	(1)	there is no change in the laws and regulations which would reasonably be expected to impair our ability to proceed with this exchange offer,

	(2)	there is no change in the current interpretation of the staff of the Commission which permits resales of the exchange notes,

	(3)	there is no stop order issued by the Commission or any state securities authority suspending the effectiveness of the registration statement which includes this prospectus or the qualification of the indenture for our exchange notes under the Trust Indenture Act of 1939 and there are no proceedings initiated or, to our knowledge, threatened for that purpose,

	(4)	there is no action or proceeding instituted or threatened in any court or before any governmental agency or body that would reasonably be expected to prohibit, prevent or otherwise impair our ability to proceed with this exchange offer, and

	(5)	we obtain all governmental approvals that we deem in our sole discretion necessary to complete this exchange offer.

These conditions are for our sole benefit. We may assert any one of these conditions regardless of the circumstances giving rise to it and may also waive any one of them, in whole or in part, at any

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time and from time to time, if we determine in our reasonable discretion that it has not been satisfied, subject to applicable law. Notwithstanding the foregoing, all conditions to the exchange offer must be satisfied or waived before the expiration of this exchange offer. If we waive a condition to this exchange offer, the waiver will be applied equally to all note holders. We will not be deemed to have waived our rights to assert or waive these conditions if we fail at any time to exercise any of them. Each of these rights will be deemed an ongoing right which we may assert at any time and from time to time.

If we determine that we may terminate this exchange offer because any of these conditions is not satisfied, we may:

	(1)	refuse to accept and return to their holders any initial notes that have been tendered,

	(2)	extend the exchange offer and retain all notes tendered before the expiration date, subject to the rights of the holders of these notes to withdraw their tenders, or

	(3)	waive any condition that has not been satisfied and accept all properly tendered notes that have not been withdrawn or otherwise amend the terms of this exchange offer in any respect as provided under the section in this prospectus entitled ‘‘—Expiration Date; Extensions; Amendments; Termination.’’

Accounting Treatment

We will record the exchange notes at the same carrying value as the initial notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. We will amortize the costs of the exchange offer and the unamortized expenses related to the issuance of the exchange notes over the term of the exchange notes.

Exchange Agent

We have appointed Wells, Fargo Bank N.A. as exchange agent for this exchange offer. You should direct all questions and requests for assistance on the procedures for tendering and all requests for additional copies of this prospectus or the letter of transmittal to the exchange agent as follows:

By registered and certified mail:

Wells Fargo Bank , N.A.
Corporate Trust Operations
MAC N9303-121
P.O. Box 1517
Minneapolis, MN 55480

By overnight courier or regular mail:

Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
6^th & Marquette Avenue
Minneapolis, MN 55479

By hand delivery:

Wells Fargo Bank, N.A.
Corporate Trust Services
608 2^nd Avenue South
Northstar East Building-12^th Floor
Minneapolis, MN 55402

Facsimile Transmission: (612) 667-6282
Confirm by Telephone: (800) 344-5128
Attention: Reorganization Group

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Fees and Expenses

We will bear the expenses of soliciting tenders in this exchange offer, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

We will not make any payments to brokers, dealers or other persons soliciting acceptances of this exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection with this exchange offer. We will also pay brokerage houses and other custodians, nominees and fiduciaries their reasonable out-of-pocket expenses for forwarding copies of the prospectus, letters of transmittal and related documents to the beneficial owners of the initial notes and for handling or forwarding tenders for exchange to their customers.

We will pay all transfer taxes, if any, applicable to the exchange of initial notes in accordance with this exchange offer. However, tendering holders will pay the amount of any transfer taxes, whether imposed on the registered holder or any other persons, if:

	(1)	certificates representing exchange notes or initial notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the notes tendered,

	(2)	tendered initial notes are registered in the name of any person other than the person signing the letter of transmittal, or

	(3)	a transfer tax is payable for any reason other than the exchange of the initial notes in this exchange offer.

If you do not submit satisfactory evidence of the payment of any of these taxes or of any exemption from this payment with the letter of transmittal, we will bill you directly the amount of these transfer taxes.

Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences

The initial notes were not registered under the Securities Act or under the securities laws of any state and you may not resell them, offer them for resale or otherwise transfer them unless they are subsequently registered or resold under an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your initial notes for exchange notes in accordance with this exchange offer, or if you do not properly tender your initial notes in this exchange offer, you will not be able to resell, offer to resell or otherwise transfer the initial notes unless they are registered under the Securities Act or unless you resell them, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.

In addition, except as set forth in this paragraph, you will not be able to obligate us to register the initial notes under the Securities Act. You will not be able to require us to register your initial notes under the Securities Act unless you notify us prior to 20 business days following the consummation of the exchange offer that:

	(1)	you were prohibited by law or Commission policy from participating in the exchange offer;

	(2)	you may not resell the exchange notes you acquired in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales by you; or

	(3)	you are a broker-dealer and hold initial notes acquired directly from us or any of our affiliates.

in which case the registration rights agreement requires us to file a registration statement for a continuous offer in accordance with Rule 415 under the Securities Act for the benefit of the holders of the initial notes described in this sentence. We do not currently anticipate that we will register under the Securities Act any notes that remain outstanding after completion of the exchange offer.

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Delivery of Prospectus

Each broker-dealer that receives exchange notes for its own account in exchange for initial notes, where such initial notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See ‘‘Plan of Distribution.’’

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Description of Notes

You can find the definitions of certain terms used in this description under the subheading ‘‘Certain Definitions.’’ In this description, the term ‘‘Clarke’’ refers only to Harland Clarke Holdings Corp. and not to any of its subsidiaries.

We issued $310.0 million of initial fixed rate notes (the ‘‘initial fixed rate notes’’) and $305.0 million of initial floating rate notes (the ‘‘initial floating rate notes’’ and, together with the initial fixed rate notes, the ‘‘initial notes’’), and will issue the exchange floating rate notes (referred to in this Description of Notes as the ‘‘Exchange Floating Rate Notes’’) and exchange fixed rate notes (referred to in this Description of Notes as ‘‘Exchange Fixed Rate Notes,’’ and together with the Exchange Floating Rate Notes as the ‘‘Exchange Notes’’) under an indenture dated May 1, 2007, among us, the Guarantors and Wells Fargo Bank, N.A., as trustee (the ‘‘Indenture’’). References in this Description of Notes to ‘‘floating rate notes’’ mean both t he initial floating rate notes and the Exchange Floating Rate Notes. References in this Description of Notes to ‘‘fixed rate notes’’ mean both the initial fixed rate notes and the Exchange Fixed Rate Notes. When we refer to the ‘‘notes’’ in this Description of Notes, we mean the initial notes and the exchange notes. The initial notes are subject to a Registration Rights Agreement, dated as of May 1, 2007, among us, the guarantors and the several initial purchasers party to it (the ‘‘Registration Rights Agreement’’). The terms of the initial notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939.

The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the notes. Copies of the Indenture 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.

Brief Description of the Notes and the Guarantees

The Notes

The notes:

	•	are general, unsecured obligations of Clarke;

	•	rank senior in right of payment to any future subordinated Indebtedness of Clarke;

	•	are pari passu in right of payment with all existing and future senior Indebtedness of Clarke; and

	•	are fully and unconditionally guaranteed by the Guarantors on a senior unsecured basis.

Certain of the Guarantors also jointly and severally co-issue the notes (the ‘‘Co-Issuers’’).

The Guarantees

The notes are guaranteed by each of Clarke’s current and future Domestic Subsidiaries that is a Co-Borrower under the Credit Agreement. Additional Wholly-Owned Subsidiaries that are not Foreign Subsidiaries will also become Guarantors pursuant to the covenant described under ‘‘Certain Covenants—Limitations on Guarantees by Restricted Subsidiaries.’’

Each guarantee of the notes:

	•	are general, unsecured obligation of that Guarantor;

	•	are pari passu in right of payment with all existing and future senior unsecured Indebtedness of that Guarantor; and

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

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As of the date the exchange notes are issued, all of our Subsidiaries will be ‘‘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.’’ We will also be permitted to designate certain of our Subsidiaries as ‘‘Receivables Subsidiaries’’ in connection with a Receivables Facility. Our Unrestricted Subsidiaries and Receivables Subsidiaries will not be subject to the restrictive covenants in the Indenture. Our Unrestricted Subsidiaries and Receivables Subsidiaries will not guarantee the notes.

Principal, Maturity and Interest

Clarke issued $615.0 million in aggregate principal amount of initial notes on the Issue Date and will issue up to $615.0 million in aggregate principal amount of exchange notes in this exchange offer. Clarke may issue additional fixed rate notes (the ‘‘Additional Fixed Rate Notes’’) and additional floating rate notes (the ‘‘Additional Floating Rate Notes’’ and, together with the Additional Fixed Rate Notes, the ‘‘Additional Notes’’) under the In denture from time to time. Any issuance of Additional Notes will be 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 and Disqualified Stock.’’ Except as expressly set forth herein, the fixed rate notes and the floating rate notes and any Additional Fixed Rate Notes or Additional Floating Rate Notes subsequently issued under the Indenture will be separate series of notes, but treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. As a result, unless expressly provided herein, holders of fixed rate notes and floating rate notes will not have separate rights to, among other things, give notice of Defaults. For purposes of this ‘‘Description of Notes,’’ reference to the notes includes Additional Notes unless otherwise indi cated. Clarke will issue notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on May 15, 2015. Each Guarantor of the notes and any Additional Notes will be deemed to be a Guarantor of the notes for all purposes under the Indenture on the same terms and subject to the same limitations, if any, of such Guarantor’s Guarantee of the notes.

Floating Rate Notes

Interest on the floating rate notes accrues at a rate per annum equal to the Applicable LIBOR Rate plus 475 basis points, and will be payable quarterly in arrears on each February 15, May 15, August 15, and November 15, commencing on August 15, 2007. Clarke will make each interest payment to the holders of floating rate notes of record on the immediately preceding February 1, May 1, August 1, and November 1.

Interest on the floating rate notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with five one-millionths of a percentage point being rounded upwards) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

The interest rate on the floating rate notes will in no event be higher than the maximum rate permitted by applicable law.

Fixed Rate Notes

Interest on the fixed rate notes accrues at the rate of 9.50% per annum and will be payable semi-annually in arrears on each of May 15 and November 15, commencing on November 15, 2007. Clarke will make each interest payment to the holders of record on the immediately preceding May 1 and November 1.

Interest on the fixed rate notes accrues from the date of original issuance of the notes or Additional Notes, as applicable, 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.

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Methods of Receiving Payments on the Notes

If a holder of notes has given wire transfer instructions to Clarke, Clarke will pay all principal, interest and premium and Additional Interest, 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 (which initially will be the office of the trustee) unless Clarke elects to make interest payments by check mailed to the noteholders at their addresses set forth in the register of holders.

Paying Agent and Registrar for the Notes

The trustee is initially acting as paying agent and registrar. Clarke may change the paying agent or registrar without prior notice to the holders of the notes, and Clarke 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. Clarke will not be required to transfer or exchange any note selected for redemption. Also, Clarke will not be required to transfer or exchange any note for a period of 15 days before the mailing of a notice of redemption.

Guarantees

The notes are guaranteed by each of Clarke’s current and future Domestic Subsidiaries that guarantee or are co-borrowers under the Credit Agreement. These Guarantees are joint and several obligations of the Guarantors. The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent that Guarantee from constituting a fraudulent conveyance under applicable law. See ‘‘Risk Factors—Risks Related to the Exchange Notes—Federal and state statutes may allow courts, under specific circumstances, to void the notes and the guarantees and require noteholders to return payments received from us or the guarantors.’’

The ability of each Guarantor to merge, consolidate or sell all or substantially all of its assets is limited as described under paragraph (b) of the covenant described under ‘‘Certain Covenants— Merger, Consolidation or Sale of Assets.’’

The Guarantee of a Guarantor and such Guarantor’s obligations (if any) as a Co-Issuer will be automatically released:

	(1)	in connection with any sale, transfer 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 (after giving effect to such transaction) Clarke or a Restricted Subsidiary of Clarke, if the sale or other disposition does not violate the ‘‘Asset Sale’’ provisions of the Indenture;

	(2)	in connection with any sale, transfer or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (after giving effect to such transaction) Clarke or a Restricted Subsidiary of Clarke, if the sale, transfer or other disposition does not violate the ‘‘Asset Sale’’ provisions of the Indenture;

	(3)	if Clarke designates such Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;

	(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;’’

	(5)	upon a sale of Capital Stock which causes such Guarantor to cease to be a Restricted Subsidiary if such sale does not violate any of the provisions of the Indenture;

	(6)	if Clarke has satisfied the conditions to covenant defeasance as provided below under the captions ‘‘—Legal Defeasance and Covenant Defeasance’’;

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	(7)	if such Guarantor no longer has any obligations under any Indebtedness that would require it to become a Guarantor pursuant to the covenant described under ‘‘Certain Covenants—Limitations on Guarantees of Indebtedness by Restricted Subsidiaries’’; or

	(8)	upon a merger, sale of assets or other transaction that satisfies the requirements of paragraph (c) of the covenant described under ‘‘Certain Covenants—Merger, Consolidation or Sale of Assets.’’

Optional Redemption

Floating Rate Notes

At any time prior to May 15, 2009, Clarke may, on any one or more occasions, redeem up to 35% of the sum of the aggregate principal amount of all floating rate notes issued under the Indenture (including the principal amount of any Additional Floating Rate Notes issued under the Indenture and without duplication with respect to Exchange Notes issued under the Indenture) at a redemption price equal to 100% of the aggregate principal amount of the floating rate notes redeemed, plus a premium equal to the interest rate per annum on the floating rate notes in effect on the date on which notice of redemption is given, plus accrued and unpaid interest, and Additional Interest, if any, thereon to the redemption date, with the net cash proceeds of one or more Equity Offerings of Clarke; provided that

	•	at least 50% of the aggregate principal amount of floating rate notes issued under the Indenture (excluding floating rate notes held by Clarke and its Subsidiaries, but including any Additional Floating Rate Notes and without duplication with respect to Exchange Floating Rate Notes issued under the Indenture) remain outstanding immediately after the occurrence of each such redemption; and

	•	each such redemption occurs within 90 days of the closing of each such Equity Offering.

Except pursuant to the preceding paragraph and the penultimate paragraph under this heading, the floating rate notes will not be redeemable at Clarke’s option prior to May 15, 2009.

On and after May 15, 2009, Clarke may, in one or more instances, redeem the floating rate notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice (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), at the redemption prices (expressed as a percentage of principal amount of the floating rate notes to be redeemed) set forth below plus accrued and unpaid interest thereon, and Additional Interest, if any, on the floating rate notes to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below subject to the right of holders of floating rate notes on the relevant record date to receive interest due on the relevant interest payment date:

Year			Redemption Price
2009			102.000%
2010			101.000%
2011 and thereafter			100.000%

At any time prior to May 15, 2009, Clarke may, in one or more instances, also redeem all or a part of the floating rate notes, upon not less than 30 nor more than 60 days’ notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the floating rate notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to such redemption date (the ‘‘Make-Whole Redemption Date’’), subject to the right of holders of floating rate notes on the relevant record date to receive interest due on the relevant interest payment date.

Fixed Rate Notes

At any time prior to May 15, 2010, Clarke may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of fixed rate notes issued under the Indenture (including the

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principal amount of any Additional Fixed Rate Notes issued under the Indenture and without duplication with respect to Exchange Fixed Rate Notes issued under the Indenture) at a redemption price equal to 109.500% of the principal amount of the fixed rate notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of Clarke; provided that:

	(1)	at least 50% of the aggregate principal amount of fixed rate notes issued under the Indenture (excluding fixed rate notes held by Clarke and its Subsidiaries, but including any Additional Fixed Rate Notes and without duplication with respect to Exchange Fixed Rate Notes issued under the Indenture) remains outstanding immediately after the occurrence of such redemption; and

	(2)	the redemption occurs within 90 days after the date of the closing of any such Equity Offering.

Except pursuant to the preceding paragraph and the penultimate paragraph under this heading, the fixed rate notes will not be redeemable at Clarke’s option prior to May 15, 2011.

On or after May 15, 2011, Clarke may, in one or more instances, redeem all or a part of the fixed rate notes upon not less than 30 nor more than 60 days’ notice (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), at the redemption prices (expressed as percentages of principal amount of the fixed rate notes to be redeemed) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the fixed rate notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of holders of fixed rate notes on the relevant record date to receive interest on the relevant interest payment date:

Year			Percentage
2011					104.750	%
2012					102.375	%
2013 and thereafter					100.000	%

At any time prior to May 15, 2011, Clarke may, in one or more instances, also redeem all or a part of the fixed rate notes, upon not less than 30 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 fixed rate notes redeemed plus the Applicable Premium as of the date of redemption, and accrued and unpaid interest and Additional Interest, if any, to the Make-Whole Redemption Date, subject to the rights of holders of fixed rate notes on the relevant record date to receive interest due on the relevant interest payment date.

Unless Clarke 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.

Mandatory Redemption

Clarke 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 Clarke to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) 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, Clarke will offer a payment (such payment, a ‘‘Change of Control Payment’’) in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the notes repurchased to the date of purchase,

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subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. No later than 45 days following any Change of Control, Clarke 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 (the ‘‘Change of Control Payment Date’’), 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.

Clarke 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, Clarke 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 or before the Change of Control Payment Date, Clarke 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 in cash 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 Clarke.

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 provisions described above that require Clarke 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 Clarke repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

Clarke 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 or prior to the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by Clarke and purchases all notes properly tendered and not withdrawn under the Change of Control Offer (it being understood that such third-party may make a Change of Control Offer that is conditioned on and prior to the occurrence of a Change of Control pursuant to this clause (1)) 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.

A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The provisions under the Indenture relative to Clarke’s obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the notes.

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 Clarke and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting

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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 Clarke to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Clarke and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

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

	(1)	Clarke (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 sold or otherwise disposed of; and

	(2)	except in the case of a Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by Clarke or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

	(a)	any liabilities, as shown on Clarke’s or such Restricted Subsidiary’s most recent internal balance sheet or in the notes thereto, other than liabilities that are by their terms subordinated to the notes, that are assumed by the transferee of any such assets (or a third party on behalf of the transferee) and for which Clarke or such Restricted Subsidiary has been validly released by all creditors in writing;

	(b)	any securities, notes or other obligations or assets received by Clarke or any such Restricted Subsidiary from such transferee that are converted by Clarke or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion, within 180 days following the closing of the Asset Sale;

	(c)	(1) any Designated Noncash Consideration received by Clarke or such Restricted Subsidiary in such Asset Sale in respect of assets or property that is collateral under a Credit Facility having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c)(1) that is at that time outstanding, not to exceed the greater of (I) $125,000,000 and (II) 1.75% of Total Assets at the time of the receipt of such Designated Noncash Consideration; and (2) any Designated Noncash Consideration received by Clarke or such Restricted Subsidiary in such Asset Sale in respect of assets or property that is not collateral under a Credit Facility, having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c)(2) that is at that time outstanding, not to exceed the greater of (I) $125,000,000 and (II) 1.75% of Total Assets at the time of the receipt of such Designated Noncash Consideration, in each case of (1) and (2), with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value; and

	(d)	the proceeds of any Designated Asset Sale.

Within 450 days after the receipt of any Net Proceeds from an Asset Sale (other than any Excess Designated Proceeds), Clarke (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds to, at its option:

	(1)	permanently reduce (x) Obligations under any Senior Indebtedness of Clarke or any Guarantor and, in the case of Obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than Obligations owed to Clarke or a Restricted Subsidiary); provided that if Clarke or any Restricted Subsidiary shall so reduce Obligations under any Senior Indebtedness that is not Secured Indebtedness, Clarke or such Guarantor will, equally and ratably,

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		reduce Obligations under the notes by, at its option, (A) redeeming notes if the notes are then redeemable as provided under ‘‘Optional Redemption,’’ (B) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase their notes at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest and Additional Interest, if any, on the principal amount of notes to be repurchased or (C) purchasing notes through open market purchases (to the extent such purchases are at a price equal to or higher than 100% of the principal amount thereof) in a manner that complies with the Indenture and applicable securities law; or (y) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to Clarke or another Restricted Subsidiar y; or

	(2)	an investment in (a) any one or more businesses primarily engaged in a Similar Business; provided that such investment in any business is in the form of (w) a merger with Clarke or a Restricted Subsidiary, (x) the acquisition of Capital Stock and results in Clarke or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (y) the acquisition of all or substantially all of the assets of such business or (z) the acquisition of Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary p rimarily engaged in a Similar Business (b) properties, (c) capital expenditures and (d) acquisitions of other assets, that in each of (a), (b), (c) and (d), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Asset Sale.

Any Designated Noncash Consideration received by Clarke or a Restricted Subsidiary pursuant to clause (2)(c) of the first paragraph of this covenant shall be deemed to have been applied pursuant to clause (2) of the immediately preceding paragraph so long as such Designated Noncash Consideration is used in the business of Clarke or a Restricted Subsidiary within the time periods set forth in this covenant.

Any Net Proceeds from the Asset Sale (other than any Excess Designated Proceeds) that are not invested or applied in accordance with the preceding paragraph within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute ‘‘Excess Proceeds’’; provided that if during such 450-day period Clarke or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) of the immediately preceding paragraph after such 450^th day, such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement).

When the aggregate amount of Excess Proceeds exceeds $45.0 million, within 30 days thereof, Clarke will make an offer to (i) all holders of notes, (ii) all holders of Indebtedness to be repaid pursuant to clause (1)(x) of the third preceding paragraph and (iii) all holders of other Indebtedness that is pari passu in right of payment 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 (an ‘‘Asset Sale Offer&rsqu o;’). The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. Clarke may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 days or with respect to Excess Proceeds of $45.0 million or less. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Clarke and any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture, including, without limitation, the making of Restricted Payments otherwise permitted under the terms of 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 notes and such other pari passu Indebtedness will be purchased on a pro rata basis (with such adjustments for authorized denominations). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Clarke at its election may retain or use

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any Excess Designated Proceeds for any purpose, including, if applicable, to make any Restricted Payment otherwise permitted under the terms of the Indenture.

Pending the final application of any Net Proceeds, Clarke or its Restricted Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

Clarke will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations 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, Clarke 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 Credit Agreement that was in effect on the Issue Date provides that certain change of control or asset sale events with respect to Clarke require Clarke to offer to repay outstanding amounts under the Credit Agreement before any repayments of the notes may occur. Future agreements may also contain prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale and including repurchases of or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require Clarke to repurchase the notes upon a Change of Control or an Asset Sale could cause a default under these other agreements, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on Clarke. In the event a Change of Control or Asset Sale occurs at a time when Clarke is prohibited from purchasing notes, Clarke could seek the consent of its senior lenders to the purchase o f notes or could attempt to refinance the borrowings that contain such prohibition. If Clarke does not obtain a consent or repay those borrowings, Clarke will remain prohibited from purchasing notes. In that case, Clarke’s failure to purchase tendered notes would constitute an Event of Default under the Indenture which could, in turn, constitute a default under the other indebtedness. Finally, Clarke’s ability to pay cash to the holders of notes upon a repurchase may be limited by Clarke’s then existing financial resources. See ‘‘Risk Factors—Risks Related to the Exchange Notes — We may not be able to raise the funds necessary to finance the change of control offer required by the Indenture.’’

Selection and Notice

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

No notes of $2,000 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 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.

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Certain Covenants

The Indenture contains certain covenants including, among others, the following:

Restricted Payments

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

	(1)	declare or pay any dividend or make any distribution on account of Clarke’s or any Restricted Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than (A) dividends or distributions by Clarke payable in Equity Interests (other than Disqualified Stock) of Clarke or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, Clarke or a Restricted Subsidiary receives at least its pro r ata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

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

	(3)	make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than (x) Indebtedness permitted under clauses (h), (i) and (w) of the covenant described under ‘‘—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ or (y) the purchase, repurchase or other acquisition of Subordinated Indebtedness of Clarke or any Restricted Subsidiary purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acqu isition; 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:

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

	(b)	immediately after giving effect to such transaction on a pro forma basis, Clarke could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under ‘‘—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’; and

	(c)	such Restricted Payment, together with the aggregate amount, without duplication, of all other Restricted Payments made by Clarke and its Restricted Subsidiaries since the Issue Date pursuant to the first paragraph of this covenant or clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(C), (12) and (17) of the next succeeding paragraph (and excluding, for the avoidance of doubt, all other Restricted Payments made pursuant to the next succeeding paragraph), is less than the sum, without duplication, of:

	(1)	50% of the Consolidated Net Income of Clarke for the period (taken as one accounting period) from January 1, 2007 (on a pro forma basis, giving effect to the Transactions) to the end of Clarke’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

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	(2)	100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by Clarke, of marketable securities or other property received by Clarke after the Issue Date (less the amount of such net cash proceeds to the extent such amount has been relied upon to permit the incurrence of Indebtedness, or issuance of Disqualified Stock or Preferred Stock pursuant to clause (u)(2) of the second paragraph of ‘‘—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’) from the issue or sale of:

	(x)	Equity Interests of Clarke, including Retired Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by Clarke, of marketable securities or other property received from the sale of (A) Equity Interests to any future, present or former employees, directors, managers or consultants of Clarke, any direct or indirect parent company of Clarke or any of Clarke’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph and (B) Designated Preferred Stock,

	(y)	to the extent such proceeds are actually contributed to Clarke, Equity Interests of Clarke’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph), or

	(z)	debt securities of Clarke that have been converted into or exchanged for such Equity Interests of Clarke;

provided that this clause (2) shall not include the proceeds from (a) Refunding Capital Stock (as defined below) to the extent the proceeds of any corresponding Retired Capital Stock are included in this clause (2), (b) Equity Interests of Clarke or debt securities of Clarke that have been converted into or exchanged for Equity Interests of Clarke sold to a Restricted Subsidiary or Clarke, as the case may be, (c) Disqualified Stock or debt securities that have been converted into or exchanged for Disqualified Stock or (d) Excluded Contributions; plus

	(3)	100% of the aggregate amount of cash and the fair market value, as determined in good faith by Clarke, of marketable securities or other property contributed to the capital of Clarke after the Issue Date (less the amount of such net cash proceeds to the extent such amount has been relied upon to permit the incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock pursuant to clause (u)(2) of the second paragraph of ‘‘—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’) (other than by a Restricted Subsidiary and other tha n any Excluded Contributions); plus

	(4)	to the extent not already included in Consolidated Net Income, 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by Clarke, of marketable securities or other property received after the Issue Date by means of (A) the sale or other disposition (other than to Clarke or a Restricted Subsidiary) of Restricted Investments made by Clarke or any Restricted Subsidiary and repurchases and redemptions of such Restricted Investments from Clarke or any Restricted Subsidiary and repayments of loans or advances that constitute Restricted Investments by Clarke or any Restricted Subsidiary or (B) the sale (other than to Clarke or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other

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		than in each case to the extent the Investment in such Unrestricted Subsidiary was made by Clarke or a Restricted Subsidiary pursuant to clause (12) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary; plus

	(5)	in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by Clarke in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $50.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by Clarke or a Restricted Subsidiary pursuant to clause (12) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment.

The preceding provisions will not prohibit:

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

	(2)	(a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (‘‘Retired Capital Stock’’) or Subordinated Indebtedness of Clarke or any Equity Interests of any direct or indirect parent company of Clarke, in exchange for, or out of the proceeds of the sale, within 60 days of such redemption, retirement, repurchase or other acquisition, (other than to a Restricted Subsidiary) of, Equity Interests of Clarke (in each case, other than any Disqualified Stock unless the Retired Capital Stock is itself Disqualified Stock) (‘‘Refunding Capital Stock’’) or cash capital contributions and (b) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of Clarke) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such retirement;

	(3)	the defeasance, redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of Clarke or a Guarantor made by exchange for, or out of the proceeds of the sale, within 60 days of such defeasance, redemption, repurchase or other acquisition or retirement, of, new Indebtedness of such Person that is incurred in compliance with the covenant described under ‘‘—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ so long as

	(A)	the principal amount of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness,

	(B)	such Indebtedness is subordinated to the notes at least to the same extent as the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired,

	(C)	such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired, and

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	(D)	such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired;

	(4)	a Restricted Payment to pay for the repurchase, redemption or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of Clarke or any of its direct or indirect parent companies held by, or any Restricted Payments made to, any future, present or former employee, officer, director, manager or consultant of Clarke, any of its subsidiaries or any of its direct or indirect parent companies, their respective estates, spouses or former spouses pursuant to any management equity plan or stock option plan, phantom stock plan or any other management or employee benefit plan or agreement; provided that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (in addition to the following proviso) of $20.0 million in any calendar year) (collectively, the ‘‘Clause (4) Limit’’); provided, further, that such Clause (4) Limit in any calendar year may be increased by an amount not to exceed

	(A)	the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of Clarke and, to the extent contributed to Clarke, Equity Interests of any of Clarke’s direct or indirect parent companies, in each case to members of management, directors, managers or consultants of Clarke, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (c) of the preceding paragraph, plus

	(B)	the cash proceeds of key man life insurance policies received by Clarke and the Restricted Subsidiaries after the Issue Date, less

	(C)	the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (4);

provided, further, that cancellation of Indebtedness owing to Clarke from members of management, directors, managers or consultants of Clarke, any of its direct or indirect parent companies or any Restricted Subsidiary in connection with a repurchase of Equity Interests of Clarke or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

	(5)	the declaration and payment of dividends to holders of any class or series of Disqualified Stock of Clarke or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary issued in accordance with the covenant described under ‘‘—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ to the extent such dividends are included in the definition of Fixed Charges and payment of any redemption price or liquidation value of any such Disqualified Stock or Preferred Stock when due in accordance with its terms;

	(6)	(A) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by Clarke after the Issue Date; (B) the declaration and payment of dividends to a direct or indirect parent company of Clarke, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Issue Date; provided that the aggregate amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amo unt of cash actually contributed to Clarke from the sale of such Designated Preferred Stock; or (C) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to

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		clause (2) of this paragraph; provided, however, in the case of each of (A), (B) and (C) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, Clarke and the Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Cov erage Ratio of at least 2.00 to 1.00;

	(7)	repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

	(8)	Restricted Payments that are made with Excluded Contributions or Excess Designated Proceeds;

	(9)	the declaration and payment of dividends by Clarke to, or the making of loans by Clarke to, its direct parent company in amounts required for Clarke’s direct or indirect parent companies to pay

	(A)	fees, taxes and expenses required to maintain their corporate existence,

	(B)	(without duplication for amounts paid pursuant to clause (16) of this paragraph) so long as Clarke is a member of a consolidated, combined, unitary or similar group with such direct parent company for U.S. federal, state or local income tax purposes, (1) federal, state and local income taxes incurred by such parent companies, but only to the extent such income taxes are attributable to the income of Clarke and the Restricted Subsidiaries, provided that in each case the amount of such payments with respect to any fiscal year does not exceed the amount that Clarke and the Restricted Subsidiaries would have been required to pay in respect of such income taxes for such fiscal year were Clarke and its Restricted Subsidiaries a consolidated or combined group o f which Clarke was the common parent, and (2) amounts required to pay federal, state and local income taxes to the extent attributable to the income of the Unrestricted Subsidiaries or Receivables Subsidiaries, if any, but only to the extent of the amount actually received by Clarke from such Unrestricted Subsidiaries or Receivables Subsidiaries, as the case may be,

	(C)	customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of Clarke to the extent such salaries, bonuses and other benefits are attributable to or reasonably allocated to (as determined by Clarke in good faith) the ownership or operation of Clarke and the Restricted Subsidiaries,

	(D)	general corporate overhead expenses of any direct or indirect parent company of Clarke to the extent such expenses are attributable to or reasonably allocated to (as determined by Clarke in good faith) the ownership or operation of Clarke and the Restricted Subsidiaries, and

	(E)	reasonable fees and expenses incurred in connection with any successful or unsuccessful debt or equity offering or any successful or unsuccessful acquisition or strategic transaction by such direct or indirect parent company of Clarke;

	(10)	any Restricted Payments used to fund the Transactions and the fees and expenses related thereto, including those owed to Affiliates, in each case to the extent permitted by the covenant described under ‘‘—Transactions with Affiliates’’;

	(11)	the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions in documentation governing such Subordinated Indebtedness similar to those described under ‘‘—Repurchase at the Option of Holders—Change of Control’’ and ‘‘—Repurchase at the Option of Holders—Asset Sales’’; provided that, prior to such repurchase, redemption or other acquisition, Clarke (or

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		a third party to the extent permitted by the Indenture) shall have made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the notes and shall have repurchased all notes validly tendered and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer;

	(12)	Investments in Unrestricted Subsidiaries, having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed the greater of (x) $70.0 million and (y) 1.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being determined in good faith by Clarke and measured at the time such Investment is made and without giving effect to subsequent changes in value);

	(13)	distributions or payments of Receivables Fees;

	(14)	the distribution, as a dividend or otherwise (and the declaration of such dividend), of shares of Capital Stock of, or Indebtedness owed to Clarke or a Restricted Subsidiary by, any Unrestricted Subsidiary;

	(15)	additional Restricted Payments to Clarke’s direct or indirect parent companies, whether in respect of management fees or otherwise, in an aggregate amount not to exceed $15.0 million in any fiscal year; provided that Clarke may carry over and pay in any subsequent fiscal year, in addition to the amounts permitted for such fiscal year, any portion of the amounts otherwise permitted for prior fiscal years to be paid pursuant to this clause (15) that were not in fact paid;

	(16)	for so long as (x) Clarke is a member of a group filing a consolidated federal income tax return with MFW, and/or (y) Clarke or any of its Subsidiaries is included in any consolidated combined or unitary group for foreign, state, local income or franchise tax purposes with any Subsidiary of MFW (other than Clarke or any of its Subsidiaries), payments pursuant to the Tax Sharing Agreement; and

	(17)	other Restricted Payments in an amount which, when taken together with all other Restricted Payments made pursuant to this clause (17), does not exceed $25.0 million;

provided, however, that, at the time of, and after giving effect to, any Restricted Payment permitted under clauses (15) and (17), of this paragraph, no Default shall have occurred and be continuing or would occur as a consequence thereof.

For purposes of determining compliance with this covenant, in the event that a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (17) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Clarke will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment in any manner that complies with this covenant and such Restricted Payment will be treated as having been made pursuant to only such clause or clauses or the first paragraph of this covenant.

As of the time of issuance of the exchange notes, all of Clarke’s Subsidiaries will be Restricted Subsidiaries. Clarke will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate paragraph of the definition of ‘‘Unrestricted Subsidiary.’’ For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Clarke and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of ‘‘Investments.’’ Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clauses (8), (9), (12), (13), (15) or (17), or pursuant to the definition of ‘‘Permitt ed Investments,’’ and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

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Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock

Clarke 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 Clarke will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of Disqualified Stock or Preferred Stock; provided that Clarke may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt ), issue shares of Disqualified Stock or issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for Clarke’s and its Restricted Subsidiaries’ 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 would have been at least 2.00 to 1.00, 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 Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness (including Acquired Debt), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $100.0 million at any one time outstanding.

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

	(a)	Indebtedness incurred pursuant to Credit Facilities by Clarke or any Restricted Subsidiary; provided that after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (a) and then outstanding does not exceed $2,200.0 million less an amount equal to either (A) in the event a Replacement ABL Facility has been established pursuant to clause (c) below, the sum of (1) $100.0 million plus ( 2) the amount by which the aggregate amount of the commitments under the Replacement ABL Facility exceeds $125.0 million or (B) the then-outstanding principal amount of any Attributable Receivables Facility Debt, as the case may be;

	(b)	the incurrence by Clarke and its Restricted Subsidiaries of the Existing Indebtedness, the incurrence by Clarke and any Guarantor of Indebtedness represented by the notes issued on the Issue Date (including any Subsidiary Guarantees thereof) and the Exchange Notes and related exchange guarantees to be issued in exchange for the initial notes and the Guarantees pursuant to the Registration Rights Agreement (other than any Additional Notes);

	(c)	Indebtedness under an asset-based revolving credit facility providing Clarke and its Restricted Subsidiaries in an aggregate principal committed amount not to exceed $150.0 million (the ‘‘Replacement ABL Facility’’); provided that no such Replacement ABL Facility shall be permitted in the event that a Receivables Facility is in existence at such time;

	(d)	any Existing Clarke Notes not tendered and accepted in the Tender Offer and any other Indebtedness existing on the Issue Date;

	(e)	Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by Clarke or any of the Restricted Subsidiaries, to finance or reimburse the cost of the development, construction, purchase, lease, repairs, additions or improvement of property (real or personal), equipment or other fixed or capital assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets; provided that at the time of incurrence of such Indebtedness or issuance of such Disqualified Stock or Preferred Stock the aggregate

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		amount of Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (e) does not exceed the greater of (x) $175.0 million or (y) 2.5% of consolidated Total Assets of Clarke as of the last annual or interim balance sheet date for which internal financial statements are available at any one time outstanding;

	(f)	Indebtedness incurred by Clarke or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, self-insurance obligations and bankers’ acceptances in the ordinary course of business; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days fol lowing such drawing or incurrence;

	(g)	Indebtedness arising from agreements of Clarke or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; provided that (1) such Indebtedness is not reflected on the balance sheet of Clarke or any Restricted Subsidiary (contingent obligations referred to in a footnote to f inancial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this clause (1)), and (2) the maximum assumable liability in respect of all such Indebtedness (other than liability for those indemnification obligations that are not customarily subject to a cap) shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by Clarke and the Restricted Subsidiaries in connection with such disposition;

	(h)	Indebtedness of Clarke to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to Clarke or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

	(i)	Indebtedness of a Restricted Subsidiary to Clarke or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent is suance or transfer of Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to Clarke or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

	(j)	shares of Preferred Stock of a Restricted Subsidiary issued to Clarke or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to Clarke or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of such shares of Preferred Stock;

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	(k)	Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of managing: (A) interest rate risk with respect to any Indebtedness that is permitted by the terms of the Indenture to be outstanding, (B) exchange rate risk with respect to any currency exchange or (C) commodity pricing risk with respect to any commodity;

	(l)	obligations in respect of performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by Clarke or any Restricted Subsidiary in the ordinary course of business;

	(m)	(x) any guarantee by Clarke or a Restricted Subsidiary of Indebtedness or other Obligations of any Restricted Subsidiary, so long as the incurrence of such Indebtedness by such Restricted Subsidiary is permitted under the terms of the Indenture or (y) any guarantee by a Restricted Subsidiary of Indebtedness or other obligations of Clarke permitted to be incurred under the terms of the Indenture; provided that such guarantee is incurred in accordance with the covenant described below under ‘‘—Limitations on Guarantees of Indebtedness by Restricted Subsidiaries’’;< /td>

	(n)	the incurrence by Clarke or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock that serves to extend, replace, refund, refinance, renew or defease any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under the first paragraph of this covenant and clauses (b), (d) and (e) above, this clause (n) and clauses (o), (r), (s), and (w) below or any Indebtedness, Disqualified Stock or Preferred Stock issued to so extend, replace, refund, refinance, renew or defease such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums, fees and expenses in connection therewith (the ‘‘Refinancing Indebtedness’’); provided, however, that such Refinancing Indebtedness:

	(1)	has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased;

	(2)	to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated to the notes or any Guarantee, such Refinancing Indebtedness is subordinated to the notes or such Guarantee at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or is Disqualified Stock or Preferred Stock or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and

	(3)	shall not include (x) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of Clarke, (y) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor or (z) Indebtedness, Disqualified Stock or Preferred Stock of Clarke or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

	(o)	Indebtedness, Disqualified Stock or Preferred Stock (x) of Clarke or any of its Restricted Subsidiaries incurred to finance the acquisition of any Person or assets or (y) of Persons that are acquired by Clarke or any Restricted Subsidiary or merged into Clarke or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that either

	(1)	after giving effect to such acquisition or merger on a pro forma basis, either (A) Clarke would 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 this covenant; or (B) the Fixed Charge Coverage Ratio of Clarke and the Restricted

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		Subsidiaries on a consolidated basis for Clarke’s and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of such acquisition or merger would be equal to or greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; or

	(2)	such Indebtedness, Disqualified Stock or Preferred Stock (A) is not Secured Indebtedness and is Subordinated Indebtedness with subordination terms that are either, at Clarke’s election, (x) consistent with market terms of agreements governing comparable Indebtedness of similar companies in the high yield market at the time of such acquisition or merger and do not conflict with the provisions of the Indenture, provided, that a certificate of a Responsible Officer delivered to the trustee at least five Business Days (or such shorter time as the trustee may agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the subordination terms of such Indebtedness, stating that Clarke has determined in good faith that such terms satisfy the foregoing requirement shall be conclusive evidence thereof or (y) otherwise in form and substance reasonably satisfactory to the trustee, (B) is not incurred while a Default exists and no Default shall result therefrom, (C) does not mature (and is not mandatorily redeemable in the case of Disqualified Stock or Preferred Stock) and does not require any payment of principal prior to the final maturity of the notes and (D) in the case of sub-clause (y) above only, is not incurred in contemplation of such acquisition or merger; provided, however, that Clarke and its Restricted Subsidiaries may not incur any such Indebtedness under this clause (2) unless (after giving pro forma effect to such acquisition or merger) the Fixed Charge Coverage Ratio of Clarke and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of such acquisition or merger would be at least 1.75:1.00;

	(p)	Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within two Business Days after its incurrence;

	(q)	Indebtedness of Clarke or any Restricted Subsidiary supported by a letter of credit, in a principal amount not in excess of the stated amount of such letter of credit;

	(r)	Indebtedness, Disqualified Stock or Preferred Stock of Clarke or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in an aggregate principal amount and liquidation preference which, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (r) and then outstanding (together with any Refinancing Indebtedness in respect of any such Indebtedness, Disqualified Stock or Preferred Stock which is then outstanding in reliance on clause (n) above), does not at any one time outstanding exceed $75.0 million (it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (r) shall cease to be deemed incurred or outstanding for purposes of this clause (r) but shall be deemed incurred pursuant to the first paragraph of this covenant from and after the first date on which Clarke or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock pursuant to the first paragraph of this covenant without reliance on this clause (r));

	(s)	Indebtedness, Disqualified Stock or Preferred Stock incurred by a Foreign Subsidiary in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (s) and then outstanding, does not exceed 5.0% of Foreign Subsidiary Total Assets as of the most recent date for which

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		internal financial statements are available (it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (s) shall cease to be deemed incurred or outstanding for purposes of this clause (s) but shall be deemed incurred pursuant to the first paragraph of this covenant from and after the first date on which Clarke or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock pursuant to such first paragraph of this covenant without reliance on this clause (s));

	(t)	Indebtedness consisting of Indebtedness issued by Clarke or any Restricted Subsidiary to future, current or former officers, managers, directors, consultants and employees of Clarke, its subsidiaries or its direct or indirect parent companies, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of Clarke or any direct or indirect parent company of Clarke to the extent described in clause (4) of the second paragraph under ‘‘—Restricted Payments’’;

	(u)	Indebtedness, Disqualified Stock and Preferred Stock of Clarke or any Restricted Subsidiary not otherwise permitted under the Indenture in an aggregate principal amount or liquidation preference, which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (u) and then outstanding, does not at any one time outstanding exceed the sum of:

	(1)	$125.0 million (it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (u)(1) shall cease to be deemed incurred or outstanding for purposes of this clause (u)(1) but shall be deemed incurred pursuant to the first paragraph of this covenant from and after the first date on which Clarke or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock pursuant to the first paragraph of this covenant without reliance on this clause (u)(1));plus

	(2)	100% of the net cash proceeds received by Clarke since after the Issue Date from the issue or sale of Equity Interests of Clarke or cash contributed to the capital of Clarke (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to Clarke or any of its Subsidiaries) to the extent such net cash proceeds or cash have not been applied to make Restricted Payments or to make other investments, payments or exchanges pursuant to the second paragraph of the covenant described under ‘‘—Restricted Payments’’ or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (2) of the definition thereof);

	(v)	Attributable Debt incurred by Clarke or any Restricted Subsidiary pursuant to Sale and Lease-Back Transactions of property (real or personal), equipment or other fixed or capital assets owned by Clarke or any Restricted Subsidiary as of the Issue Date or acquired by Clarke or any Restricted Subsidiary after the Issue Date in exchange for, or with the proceeds of the sale of, such assets owned by Clarke or any Restricted Subsidiary as of the Issue Date, provided that the aggregate amount of Attributable Debt incurred under this clause (v) at any time outstanding does not exceed $60.0 million; and

	(w)	the incurrence by Clarke of Qualified Affiliate Debt.

For purposes of determining compliance with this ‘‘Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ covenant, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (w) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Clarke, in its sole discretion, will be permitted to classify such item of Indebtedness, Disqualified Stock or Preferred Stock on the date of its incurrence in any manner that complies with this covenant, or later divide, classify or reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant and such item of Indebtedness,

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Disqualified Stock or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred pursuant to only such clause or clauses or the first paragraph of 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 (a) of the definition of Permitted Debt.

The accrual of interest, the accretion or amortization of original issue discount, the payment or accretion 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 Preferred Stock in the form of additional shares of the same class of Preferred Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Preferred Stock for purposes of this covenant. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Clarke 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

	(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.

Limitation on Sale and Lease-Back Transactions

Clarke will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Lease-Back Transaction unless:

	(1)	Clarke or such Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Lease-Back Transaction pursuant to the covenant described under ‘‘—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ and (b) incurred a Lien to secure such Indebtedness without equally and ratably securing the notes pursuant to the covenant described under ‘‘—Liens’’;

	(2)	the consideration received by Clarke or any Restricted Subsidiary in connection with that Sale and Lease-Back Transaction is in an amount not less than 80% of the Fair Market Value of the property that is the subject of that Sale and Lease-Back Transaction; and

	(3)	such Sale and Lease-Back Transaction does not violate the covenant described above under the caption ‘‘—Repurchase at the Option of Holders — Asset Sales.’’

Liens

Clarke will not, and will not permit any of the Guarantors to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind on any asset now owned or hereafter acquired to secure obligations under any Indebtedness, except Permitted Liens, unless:

	(1)	in the case of Liens securing Subordinated Indebtedness, the notes or the applicable Guarantee of a Guarantor, as the case may be, are secured by a Lien on such property or assets that is senior in priority to such Liens; and

	(2)	in all other cases, the notes or the applicable Guarantee of a Guarantor, as the case may be, are equally and ratably secured;

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provided that any Lien which is granted to secure the notes under this covenant shall be automatically discharged at the same time as the discharge of the Lien (other than through the exercise of remedies with respect thereto) that gave rise to the obligation to so secure the notes.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Clarke will not, and will not permit any of its Restricted Subsidiaries that are not Guarantors 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 Clarke or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);

	(2)	pay any Indebtedness owed to Clarke or any Restricted Subsidiary; or

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

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

	(1)	contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Agreement and any related documentation (including security documents) and Hedging Obligations;

	(2)	the Indenture, the notes, the Exchange Notes, any Additional Notes or the Guarantees;

	(3)	purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

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

	(5)	any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by Clarke or any of its Restricted Subsidiaries as in effect at the time of such acquisition (but not created in connection therewith 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;

	(6)	contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

	(7)	Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under ‘‘—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ and ‘‘—Liens’’ that limit the right of the debtor to dispose of the assets securing such Indebtedness;

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

	(9)	other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be incurred after the Issue Date pursuant to the provisions of the covenant described under ‘‘—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’;

	(10)	customary provisions in joint venture agreements and other similar agreements;

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	(11)	customary provisions contained in leases and other agreements entered into in the ordinary course of business;

	(12)	restrictions created in connection with any Receivables Facility; provided that in the case of Receivables Facilities established after the Issue Date, such restrictions are necessary or advisable, in the good faith determination of Clarke, to effect such Receivables Facility;

	(13)	restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which Clarke or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of Clarke or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of Clarke or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;

	(14)	any instrument governing any Indebtedness or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person who became a Restricted Subsidiary, or the property or assets of the Person who became a Restricted Subsidiary; provided that, in the case of Indebtedness, the incurrence of such Indebtedness as a result of such Person becoming a Restricted Subsidiary was permitted by the terms of the Indenture; and

	(15)	any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Clarke, not materially more restrictive with respect to such encumbrance and other restri ctions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided, further, that with respect to contracts, instruments or obligations existing on the Issue Date, any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are in the good faith judgment of Clarke not materially more restrictive with respect to such encumbrances and other restrictions than those contained in such contracts, instruments or obligations as in effect on the Issue Date.

Merger, Consolidation or Sale of Assets

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

	(1)	Clarke is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than Clarke) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized or existing under the laws of the United States of America, any state thereof, the District of Columbia, or any territory thereof (Clarke or such Person, as the case may be, being herein called the ‘‘Successor Company’’); provided, that if the Successor Company is not a corporation, a co-issuer of the notes will be a corporation;

	(2)	the Successor Company, if other than Clarke, expressly assumes all the obligations of Clarke 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

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	(4)	immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either (i) Clarke or the Successor Company would 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 and Disqualified Stock’’ or (ii) the Fixed Charge Coverage Ratio for Clarke or the Successor Company and its respective Rest ricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such transaction would be equal to or greater than such ratio for Clarke and its Restricted Subsidiaries immediately prior to such transaction.

The Successor Company will succeed to, and be substituted for, Clarke under the Indenture and the notes, and Clarke will be released from its obligations thereunder. Notwithstanding this paragraph (a) of this ‘‘Merger, Consolidation or Sale of Assets’’ covenant:

	(1)	any Restricted Subsidiary may consolidate with or merge into Clarke;

	(2)	Clarke or any Restricted Subsidiary may transfer all or part of its properties and assets to a Guarantor; and

	(3)	Clarke may merge with an Affiliate of Clarke incorporated solely for the purpose of reincorporating Clarke in another state of the United States of America so long as the amount of Indebtedness of Clarke and the Restricted Subsidiaries is not increased thereby.

(b)  Each Guarantor will not, and Clarke will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

	(1)	(a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the United States of America, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the ‘‘Successor Guarantor’’); (b) the Successor Guarantor, if other than such Guarantor, expressly assumes all the oblig ations of such Guarantor under the Indenture and such Guarantor’s Guarantee, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the trustee; and (c) immediately after such transaction, no Event of Default exists; or

	(2)	the transaction does not violate the covenant described under ‘‘—Repurchase at the Option of Holders—Asset Sales’’ or is not an Asset Sale pursuant to the definition thereof.

The Successor Guarantor will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor’s Guarantee, and the Guarantor will be released from its obligations thereunder.

(c) Notwithstanding paragraphs (a) and (b) of this ‘‘Merger, Consolidation or Sale of Assets’’ covenant, any Guarantor may (x) merge into or sell, assign, transfer, lease, convey or otherwise dispose of (each such action being referred to in this paragraph as a ‘‘transfer’’) all or part of its properties and assets to another Guarantor or Clarke, (y) transfer all or part of its properties and assets to a Restricted Subsidiary that is not a Guarantor in a transaction that (i) does not violate the covenant described under ‘‘—Repurchase at the Option of Holders—Asset Sales,’’ or is not an Asset Sale pursuant to the definition thereof or (ii) comprised of one or more non-exclusive licenses of intellectual property for fair value (as determined in good faith by Clarke), or (z) transfer all or part of its properties and assets to a Restricted Subsidiary that is not a Guarantor; provided that any transfer made pursuant to this clause (z) satisfies the following conditions:

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	(1)	the transferor receives consideration at the time of such transfer at least equal to the fair value (as determined in good faith by Clarke) of the properties and assets transferred, such consideration to be in the form of cash, Cash Equivalents and/or one or more promissory notes made by the transferee to the transferor;

	(2)	the Capital Stock of the transferee is owned by Clarke or a Restricted Subsidiary, or by a Restricted Subsidiary the Capital Stock of which is owned by Clarke or another Restricted Subsidiary;

	(3)	the transferee (and, if the Capital Stock of the transferee is owned by a Foreign Subsidiary, such owner) agrees in writing not to incur any Indebtedness or Preferred Stock other than:

	(a)	pursuant to clauses (e), (f), (g), (i), (j), (l), (p) or (q) of the second paragraph of the covenant entitled ‘‘—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’,

	(b)	Indebtedness in the nature of deferred purchase price of any property (including Capitalized Lease Obligations) permitted pursuant to the covenant entitled ‘‘—Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ and

	(c)	other Indebtedness other than for borrowed money; and

	(4)	with respect to any property and assets that are owned by Clarke or a Guarantor on the Issue Date and subsequently transferred in reliance on this clause (z),

	(a)	the fair value of such property and assets as of the date of such transfer (as determined in good faith by Clarke and evidenced by a certificate of a Responsible Officer delivered to the trustee not less than five Business Days (or such shorter time as the trustee may agree) prior to such transfer), plus

	(b)	the fair value of any other property or assets previously transferred in reliance on this clause (z) as of their respective dates of transfer (as determined in good faith by Clarke), minus

	(c)	the aggregate amount of payments of principal made on or before the date of the transfer in question with respect to all promissory notes previously delivered pursuant to this clause (z) shall not exceed $175.0 million.

Notwithstanding the foregoing, the Transactions will be permitted without compliance with this ‘‘Merger, Consolidation or Sale of Assets’’ covenant.

For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more of the Restricted Subsidiaries in one or more related transactions (other than to Clarke or a Guarantor), which properties and assets, if held by Clarke, instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of Clarke and its Restricted Subsidiaries on a consolidated basis (other than to Clarke or a Guarantor), shall be deemed to be the transfer of all or substantially all of the properties and assets of Clarke.

Transactions with Affiliates

Clarke 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 Clarke (each, an ‘‘Affiliate Transaction’’) involving aggregate payments or consideration in excess of $10.0 million, unless:

	(1)	the Affiliate Transaction is on terms that are not materially less favorable to Clarke or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Clarke or such Restricted Subsidiary with a Person who is not an Affiliate of Clarke or such Restricted Subsidiary; and

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	(2)	Clarke delivers to the trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $30.0 million, a resolution of the Board of Directors of Clarke approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above.

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)	transactions between or among Clarke or any of the Restricted Subsidiaries;

	(2)	Restricted Payments permitted by the provisions of the Indenture described above under the covenant ‘‘—Restricted Payments’’ and the definition of ‘‘Permitted Investments’’;

	(3)	the issuance or transfer of Equity Interests (other than Disqualified Stock) of Clarke to any Permitted Holder or to any director, manager, officer, employee or consultant of Clarke, its subsidiaries or any direct or indirect parent company thereof (or their estates, spouses or former spouses);

	(4)	the payment of reasonable and customary fees and other compensation paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants of Clarke, any of its direct or indirect parent companies or any Restricted Subsidiary;

	(5)	payments or loans (or cancellations of loans) to officers, managers, directors, consultants and employees of Clarke, any of its direct or indirect parent companies or any Restricted Subsidiary and employment agreements, stock option plans and other compensatory or benefit arrangements with such officers, managers, directors, consultants and employees that are, in each case, approved by Clarke in good faith;

	(6)	transactions in which Clarke or any Restricted Subsidiary, as the case may be, delivers to the trustee a letter from an Independent Financial Advisor stating that such transaction is fair to Clarke or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the first paragraph of this section;

	(7)	transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to Clarke and the Restricted Subsidiaries, in the good faith determination of the Board of Directors or the senior management of Clarke, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

	(8)	any agreement, instrument or arrangement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the holders when taken as a whole in any material respect as compared to the applicable agreement as in effect on the Issue Date as reasonably determined in good faith by Clarke);

	(9)	payments by Clarke or any Restricted Subsidiary to any of the Parents for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of Clarke in good faith;

	(10)	the existence of, or the performance by Clarke or any of the Restricted Subsidiaries of its obligations under the terms of, any agreement with the stockholders of Clarke or any direct or indirect parent of Clarke or its equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or t he performance by Clarke or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this

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		clause (10) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the holders when taken as a whole in any material respect than the terms of the original agreement in effect on the Issue Date as reasonably determined in good faith by Clarke;

	(11)	the transactions among and the payment of all premiums, fees and expenses related to the transactions by Clarke and its Restricted Subsidiaries described in the Offering Circular under the caption entitled ‘‘The Transactions’’;

	(12)	investments by the Parents in securities of Clarke or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities;

	(13)	sales or repurchases of accounts receivable, payment intangibles and related assets or participations therein, in connection with, or any other transactions relating to, any Receivables Facility;

	(14)	any transaction pursuant to which MFW or any of its Affiliates provides Clarke and/or its Restricted Subsidiaries, at their request and at the cost to MFW, with services, including services to be purchased from third-party providers, such as legal and accounting, tax, consulting, financial advisory, corporate governance, insurance coverage and other services;

	(15)	the issuance of Qualified Affiliate Debt and the transactions in connection therewith;

	(16)	any transaction contemplated by clauses (9), (15) or (16) of the second paragraph of the covenant entitled ‘‘—Restricted Payments’’;

	(17)	any transaction with an Affiliate in which the consideration paid by Clarke or any Restricted Subsidiary consists only of Equity Interests of Clarke;

	(18)	any merger, consolidation or reorganization of Clarke with an Affiliate of Clarke solely for the purpose of (a) reorganizing to facilitate an initial public offering of securities of Clarke or a direct or indirect parent of Clarke, (b) forming or collapsing a holding company structure or (c) reincorporating Clarke in a new jurisdiction; and

	(19)	payments to or from, and transactions with, any joint venture in the ordinary course of business.

Limitations on Guarantees of Indebtedness by Restricted Subsidiaries

Clarke will not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (or any non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of Clarke or any Guarantor), other than a Guarantor or an Immaterial Subsidiary, to guarantee the payment of any Indebtedness of Clarke or any other Guarantor unless:

	(1)	such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of Clarke or any Guarantor, that is by its express terms subordinated in right of payment to the notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the notes; and

	(2)	such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against Clarke or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee prior to payment in full of the notes;

provided that this covenant shall not be applicable to (x) any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in

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connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary that was incurred at the time such Person became a Restricted Subsidiary, in connection with Indebtedness that (A) existed at such time or the proceeds of which were used to make such acquisition and (B) that is permitted to be secured by clause (18), (28) or (29) of the definition of Permitted Liens or clause (17) of the definition of Permitted Liens (but only to the extent relating to the refinancing, refunding, extension, renewal or replacement of the Liens permitted under any of the foregoing clauses).

Reports

Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, Clarke will furnish to the holders of notes and the trustee 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 or furnished with the SEC on Forms 10-Q and 10-K if Clarke were required to file or furnish such reports; and

	(2)	all current reports that would be required to be filed with the SEC on Form 8-K if Clarke 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 Clarke’s consolidated financial statements by Clarke’s certified independent accountants. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, Clarke will file or furnish, as applicable, 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).

If, at any time after consummation of the exchange offer contemplated by the Registration Rights Agreement, Clarke is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Clarke will nevertheless continue filing 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. Clarke will not take any action for the purpose of causing the SEC not to accept any such filings.

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

If at any time the notes are guaranteed by a direct or indirect parent of Clarke, and such company has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, if applicable, and has furnished the holders of notes, or filed with the SEC, the reports described herein with respect to such company, as applicable (including any financial information required by Regulation S-X under the Securities Act), Clarke shall be deemed to be in compliance with the provisions of this covenant. Any information filed with, or furnished to, the SEC shall be deemed to have been made available to the trustee and the registered holders of the notes. The subsequent filing or making available of any report required by this covenant shall be deemed automatically to cure any Default or Event of Default resulting from the failure to file or make available such report within the required time frame.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Registered Exchange Offer (as defined in the Registration Rights Agreement) or the effectiveness of the Shelf Registration Statement (as defined in the Registration Rights Agreement) by the filing with the SEC of the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Any subsequent restatement of financial statements shall have no retroactive effect for purposes of calculations previously made pursuant to the covenants contained in the Indenture.

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Events of Default and Remedies

Each of the following is an ‘‘Event of Default’’:

	(1)	default for 30 days in the payment, when due and payable, of interest on, or Additional Interest, if any, with respect to, the notes;

	(2)	default in the payment, when due and payable (at maturity, upon redemption or otherwise), of the principal of, or premium, if any, on, the notes;

	(3)	failure by Clarke or any Guarantor for 60 days after receipt of written notice given by the trustee or the holders of at least 30% in principal amount of the then outstanding notes issued under the Indenture to comply with any of its other agreements in the Indenture or the notes;

	(4)	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 Clarke or any of the Guarantors (or the payment of which is guaranteed by Clarke or any of the Guarantors), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default both:

	(a)	(i) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a ‘‘Payment Default’’), or (ii) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated final maturity; and

	(b)	the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $40.0 million or more at any one time outstanding;

	(5)	failure by Clarke or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $40.0 million and not covered by insurance, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

	(6)	certain events of bankruptcy or insolvency with respect to Clarke or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary); or

	(7)	the Guarantee of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any Responsible Officer of any Guarantor that is a Significant Subsidiary (or the Responsible Officers of any group of Subsidiaries that together would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Clarke, any Restricted Subsidiary of Clarke that is a Significant Subsidiary or any group of Restricted Subsidiaries of Clarke 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 30% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

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In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting Payment Default) shall be annulled, waived and rescinded automatically and without any action by the trustee or the holders if, within 20 days after such Event of Default arose,

	(x)	the Indebtedness or guarantee that is the basis for such Event of Default has been discharged,

	(y)	the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or

	(z)	the default that is the basis for such Event of Default has been cured.

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 Additional Interest, 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 indemnity or security satisfactory to the trustee against any loss, liability or expense.

Except to enforce the right to receive payment of principal, premium, if any, or interest or Additional Interest, 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 30% in aggregate principal amount of the then outstanding notes have requested the trustee to pursue the remedy;

	(3)	such holders have offered the trustee security or indemnity reasonably satisfactory to the trustee 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 Additional Interest, if any, on, or the principal of, the notes.

Clarke 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, within 10 business days Clarke is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees, Stockholders or Controlling Persons

No director, officer, employee, incorporator, stockholder or controlling person of Clarke or any Guarantor or any of their parent companies, as such, will have any liability for any obligations of Clarke or the Guarantors under the notes, the Indenture, the Guarantees, the Registration Rights Agreement 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.

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Legal Defeasance and Covenant Defeasance

Clarke may at any time, at its option, elect to have all of its obligations discharged with respect to the outstanding notes of any particular series and all obligations of the Guarantors discharged with respect to their Guarantees and such series of notes (to the extent they are Co-Issuers) (‘‘Legal Defeasance’’) except for:

	(1)	the rights of holders of outstanding notes of such series to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on, such notes when such payments are due from the Funds in Trust referred to below;

	(2)	Clarke’s obligations with respect to such series of 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 Clarke’s and the Guarantors’ obligations in connection therewith; and

	(4)	the Legal Defeasance provisions of the Indenture.

In addition, Clarke may, at its option and at any time, elect to have the obligations of Clarke 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 any particular series of 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 addition the Guarantees will be terminated and released and the Guarantors discharged with respect to their Guarantees and such series of notes (to the extent they are Co-Issuers) upon a Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance:

	(1)	Clarke must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the series of notes being defeased, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities (‘‘Funds in Trust’’), in amounts as will be sufficient to pay the principal of, or interest and premium and Additional Interest, if any, on, the outstanding notes of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Clarke must specify whether such notes are be ing defeased to such stated date for payment or to a particular redemption date;

	(2)	in the case of Legal Defeasance, Clarke must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Clarke has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, 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 being defeased 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 occu rred;

	(3)	in the case of Covenant Defeasance, Clarke must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes being defeased 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 the Funds in Trust);

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	(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 Clarke or any of its Restricted Subsidiaries is a party or by which Clarke or any of its Restricted Subsidiaries is bound;

	(6)	Clarke must deliver to the trustee an Officers’ Certificate stating that the deposit was not made by Clarke with the intent of preferring the holders of the notes being defeased over the other creditors of Clarke with the intent of defeating, hindering, delaying or defrauding any creditors of Clarke or others; and

	(7)	Clarke 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, as applicable, have been satisfied.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, the notes or the 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 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); provided that (i) if any amendment, waiver or other modification would di sproportionately and adversely affect the fixed rate notes or the floating rate notes, such amendment, waiver or modification shall also require the consent of the holders of at least a majority in aggregate principal amount of the then outstanding fixed rate notes or floating rate notes, as the case may be, and (ii) if any amendment, waiver or other modification would only affect the fixed rate notes or the floating rate notes, only the consent of the holders of at least a majority in aggregate principal amount of the then outstanding fixed rate notes or floating rate notes, as the case may be, will be required.

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 extend 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 extend 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 Additional Interest, 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) or in respect of a covenant or provision contained in the Indenture or any Guarantee that cannot be amended or modified without the consent of all holders;

	(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 payment of principal of, or interest or premium or Additional Interest, if any, on, the notes;

	(7)	except as otherwise permitted by the Indenture, release the Guarantee of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary);

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	(8)	make any change in these amendment and waiver provisions; or

	(9)	impair the right of any holder to receive payment of principal of, or interest on, such holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s notes.

Notwithstanding the preceding, without the consent of any holder of notes, Clarke, the Guarantors and the trustee may amend or supplement the Indenture, the notes or the Guarantees:

	(1)	to cure any ambiguity, defect, inconsistency or omission;

	(2)	to provide for uncertificated notes in addition to or in place of certificated notes;

	(3)	to provide for the assumption of Clarke’s, a Co-Issuer’s or a Guarantor’s obligations to holders of notes and Guarantees in the case of a merger or consolidation or sale of all or substantially all of Clarke’s, such Co-Issuer’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 add covenants for the benefit of the holders or to surrender any right or power conferred upon Clarke or a Guarantor;

	(6)	to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

	(7)	to conform the text of the Indenture, the 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 Guarantees or the notes;

	(8)	to provide for the issuance of Additional Notes or Exchange Notes in accordance with the limitations set forth in the Indenture as of the Issue Date;

	(9)	to allow any Guarantor or other obligor to execute a supplemental indenture and/or a Guarantee with respect to the notes;

	(10)	to release a Guarantor or Co-Issuer as provided in the Indenture;

	(11)	to make any amendment to the provisions of the Indenture relating to the transfer and legending of notes provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of holders to transfer notes;

	(12)	to evidence and provide the acceptance of the appointment of a successor trustee under the Indenture; or

	(13)	to comply with the rules of any applicable securities depositary.

The consent of the holders of notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment to the Indenture becomes effective, Clarke will be required to mail to the holders of notes a notice briefly describing such amendment.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all notes of any particular series issued thereunder, when:

	(1)	either:

	(a)	all notes of such series 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 Clarke, have been delivered to the trustee for cancellation; or

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	(b)	all notes of such series that have not been delivered to the trustee for cancellation (i) have become due and payable by reason of the mailing of a notice of redemption or otherwise or (ii) will become due and payable within one year, and Clarke or any Guarantor have irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of such 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 such notes not delivered to the trustee for cancellation, including principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption (for the avoidance of doubt, in the case of a discharge that occurs in connection with a redemption that is to occur on a Make-Whole Redemption Date, the amount to be deposited shall be the amount that, as of the date of such deposit, is deemed reasonably sufficient to make such payment and discharge on the Make-Whole Redemption Date, in the good-faith determination of the Board of Directors of Clarke pursuant to a Board Resolution and as evidenced by an Officer’s Certificate);

	(2)	no Default or Event of Default with respect to such notes 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 (other than the Indenture) to which Clarke or any Guarantor is a party or by which Clarke or any Guarantor is bound;

	(3)	Clarke has paid or caused to be paid all sums payable by Clarke under the Indenture with respect to such series of Notes; and

	(4)	Clarke has delivered irrevocable instructions to the trustee under the Indenture to apply the deposited money toward the payment of such notes at maturity or on the redemption date, as the case may be.

In addition, Clarke 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.

Concerning the Trustee

If the trustee becomes a creditor of Clarke or any Guarantor, the Indenture will limit 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 will provide 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 person in the conduct of such person’s 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 reasonably satisfactory to it against any loss, liability or expense.

Additional Information

Anyone who receives this prospectus may obtain a copy of the Indenture without charge by writing to Harland Clarke Holdings Corp., 2939 Miller Road, Decatur, Georgia 30035, Attention: Treasurer.

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Book-Entry, Delivery and Form

Except as described below, we will initially issue the exchange notes in the form of one or more registered exchange notes in global form without coupons. We will deposit each global note on the date of the closing of this exchange offer with, or on behalf of, The Depository Trust Company (‘‘DTC’’) and register the exchange notes in the name of The Depository Trust Company or its nominee, or will leave these notes in the custody of the trustee.

Depository Trust Company Procedures

For your convenience, the following description of the operations and procedures of DTC, the Euroclear System and Clearstream Banking, S.A. 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. Clarke takes no responsibility for these operations and procedures and urges investors to contact the system or its participants directly to discuss these matters.

DTC has advised Clarke that DTC is a limited-purpose trust company created to hold securities for its participating organizations and to facilitate the clearance and settlement of transactions in those securities between its participants through electronic book entry changes in the accounts of these participants. These direct participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and other organizations. Access to DTC’s system is also indirectly available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a direct or indirect, custodial relationship with a direct participant. DTC may hold securities beneficially owned by other persons only through its participants and the ownership interests and transfers of ownership interests of these other persons will be recorded only on the records of the participants and not on the records of DTC.

DTC has also advised Clarke that, in accordance with its procedures,

(1) upon deposit of the global notes, it will credit the accounts of the direct participants with an interest in the global notes, and

(2) it will maintain records of the ownership interests of these direct participants in the global notes and the transfer of ownership interests by and between direct participants.

DTC will not maintain records of the ownership interests of, or the transfer of ownership interests by and between, indirect participants or other owners of beneficial interests in the global notes. Both direct and indirect participants must maintain their own records of ownership interests of, and the transfer of ownership interests by and between, indirect participants and other owners of beneficial interests in the global notes.

Investors in the global notes may hold their interests in the notes directly through DTC if they are direct participants in DTC or indirectly through organizations that are direct participants in DTC. Investors in the global notes may also hold their interests in the notes through Euroclear and Clearstream if they are direct participants in those systems or indirectly through organizations that are participants in those systems. Euroclear and Clearstream will hold omnibus positions in the global notes on behalf of the Euroclear participants and the Clearstream participants, respectively, through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositories, which are Morgan Guaranty Trust Company of New York, Brussels office, as operator of Euroclear, and Citibank, N.A. and The Chase Manhattan Bank, N.A., as operators of Clearstream. These depositories, in turn, will hold these positions in their names on the books of DTC. 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 those systems.

The laws of some states require that some persons take physical delivery in definitive certificated form of the securities that they own. This may limit or curtail the ability to transfer beneficial interests in a global note to these persons. Because DTC can act only on behalf of direct participants, which in turn act on behalf of indirect participants and others, the ability of a person having a beneficial

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interest in a global note to pledge its interest to persons or entities that are not direct participants in DTC or to otherwise take actions in respect of its interest, may be affected by the lack of physical certificates evidencing the 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 of these notes under the indenture for any purpose.

Payments with respect to the principal of and interest on any notes represented by a global note registered in the name of DTC or its nominee on the applicable record date will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the global note representing these notes under the indenture. Under the terms of the indenture, the Guarantors and the trustee will treat the person in whose names the notes are registered, including notes represented by global notes, as the owners of the notes for the purpose of receiving payments and for any and all other purposes whatsoever. Payments in respect of the principal and interest on global notes registered in the name of DTC or its nominee will be payable by the trustee to DTC or its nominee as the registered holder under the indenture. Consequently, none of Clarke, any Guarantor, the trustee or any agents of Clarke, any Guarantor or the trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any direct or indirect participant’s records relating to, or payments made on account of, beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any of DTC’s records or any direct or indirect participant’s records relating to the beneficial ownership interests in any global note or

(2) any other matter relating to the actions and practices of DTC or any of its direct or indirect participants.

DTC has advised Clarke 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, in amounts proportionate to their respective holdings in the principal amount of beneficial interest in the security as shown on its records, unless it has reasons to believe that it will not receive payment on the payment date. Payments by the direct and indirect participants to the beneficial owners of interests in the global note will be governed by standing instructions and customary practice and will be the responsibility of the direct or indirect participants and will not be the responsibility of DTC, the trustee, Clarke or any of its Restricted Subsidiaries.

None of Clarke, any of its Restricted Subsidiaries or the trustee will be liable for any delay by DTC or any direct or indirect participant in identifying the beneficial owners of the notes and Clarke, its Restricted Subsidiaries and the trustee may conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the notes.

Transfers between participants in DTC 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.

Cross-market transfers between the participants in DTC, 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 its respective depositary; 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. Euroclea r participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

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DTC has advised Clarke 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 the portion of the aggregate principal amount of the notes as to which the participant or participants has or have given that direction. However, if there is an event of default with respect to the notes, DTC reserves the right to exchange the global notes for legended notes in certificated form and to distribute them to its participants.

Although DTC, Euroclear and Clearstream have agreed to these procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform these procedures and may discontinue them at any time. None of Clarke, any of its Restricted Subsidiaries, the trustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their direct or indirect participants of their respective obligations under the rules and procedures governing their operations.

For purposes of payment, transfer and exchange, the floating rate notes and the fixed rate notes will be treated as separate series of notes.

Exchange of Global Notes for Certificated Notes

A global note is exchangeable for definitive notes in registered certificated form if:

	(1)	DTC (a) notifies Clarke 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, Clarke fails to appoint a successor depositary;

	(2)	Clarke, 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).

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.

Same Day Settlement

Clarke expects that the interests in the global notes will be eligible to trade in DTC’s Same-Day Funds Settlement System. As a result, secondary market trading activity in these interests will settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Clarke 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 in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities

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settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised Clarke 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 in DTC 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.

Payment

The indenture requires that payments in respect of the notes represented by global notes, including principal and interest, be made by wire transfer of immediately available funds to the accounts specified by the holder of the global notes. With respect to notes in certificated form, Clarke will make all payments of principal and interest on the notes at Clarke’s office or agency maintained for that purpose. This office will initially be the office of the Paying Agent maintained for that purpose. At Clarke’s option however, we may make these installments of interest by

(1) check mailed to the holders of notes at their respective addresses provided in the register of holder of notes or

(2) transfer to an account maintained by the payee.

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 Restricted 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; and

	(2)	Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

‘‘Additional Interest’’ means all Additional Interest then owing pursuant to the Registration Rights Agreement.

‘‘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’’ (including, with correlative meanings, the terms ‘‘controlling,’’ ‘‘controlled by’’ and ‘‘under common control with’’), as used with respect to any Person, shall mean 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.

‘‘Applicable LIBOR Rate’’ means, for each interest period with respect to the floating rate notes, the rate determined by Clarke (notice of such rate to be sent to the trustee on the date of determination thereof) equal to the greater of (a) 1.250% or (b) the applicable British Bankers’ Association LIBOR rate for deposits in U.S. dollars for a period of three months as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two business days prior to the first day of such interest period; provided that if no such British Bankers’ Association LIBOR rate is available to Clarke, the Applicable LIBO R Rate for the relevant interest period shall instead be the rate at which Credit Suisse Securities (USA) LLC or one of its affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market for a period of six months as of approximately 11:00 a.m. (London time) two business days prior to the first day of such interest period, in amounts equal to $1.0 million.

‘‘Applicable Premium’’ means, with respect to any note on any Make-Whole Redemption Date, the greater of:

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	(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 such floating rate note at May 15, 2009 or such fixed rate note at May 15, 2011, as the case may be (each such redemption price being set forth in the tables appearing above under the caption ‘‘Optional Redemption’’), plus (ii) all required interest payments due on such floating rate note through May 15, 2009 or such fixed rate note through May 15, 2011, as the case may be (assuming with respect to floating rate notes, that the rate of interest on the floating rate notes for the period from the redemption date through May 15, 2009 will be equal to the rate of interest on the floating rate notes in effect on the date on which the applicable notice of redemption is given) excluding accrued but unpaid interest to the Make-Whole Redemption Date, computed using a discount rate equal to the Treasury Rate as of such Make-Whole Redemption Date plus 50 basis points; over

	(b)	the principal amount of the note.

‘‘Asset Sale’’ means:

	(1)	the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of Clarke or any Restricted Subsidiary (each referred to in this definition as a ‘‘disposition’’); and

	(2)	the issuance or sale of Equity Interests of any Restricted Subsidiary (other than directors’ qualifying shares), whether in a single transaction or a series of related transactions.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

	(a)	a disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment, vehicles or other similar assets in the ordinary course of business or any disposition of inventory or goods held for sale in the ordinary course of business or any disposition of assets no longer used or useful or necessary in the conduct of the business of Clarke and its Restricted Subsidiaries;

	(b)	the disposition of all or substantially all of the assets of Clarke or a Guarantor in a manner permitted pursuant to the provisions described above under ‘‘Certain Covenants—Merger, Consolidation or Sale of Assets’’ or any disposition that constitutes a Change of Control pursuant to the Indenture;

	(c)	the making of any Permitted Investment or the making of any Restricted Payment that is not prohibited by the covenant described under ‘‘Certain Covenants— Restricted Payments’’;

	(d)	any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate Fair Market Value of less than $7.5 million;

	(e)	any disposition of property or assets or issuance or transfer of securities by a Restricted Subsidiary to Clarke or by Clarke or a Restricted Subsidiary to a Restricted Subsidiary;

	(f)	to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

	(g)	the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

	(h)	any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

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	(i)	foreclosures on assets;

	(j)	sales of accounts receivable, payment intangibles and related assets, or participations therein, in connection with any Receivables Facility;

	(k)	the unwinding of any Hedging Obligations;

	(l)	the sale or grant of licenses or sub-licenses of intellectual property entered into in the ordinary course of business;

	(m)	creation or realization of Liens that are permitted to be incurred by the Indenture;

	(n)	any transfer of property or assets that is a surrender or waiver of a contract right or a settlement, surrender or release of a contract or tort claim;

	(o)	dispositions in connection with Sale and Lease-Back Transactions permitted by ‘‘Certain Covenants—Limitation on Sale and Lease-Back Transactions;’’ and

	(p)	dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture agreements and similar binding agreements.

‘‘Asset Sale Offer’’ has the meaning assigned to that term in the Indenture governing the notes.

‘‘Attributable Debt’’ in respect of a Sale and Lease-Back Transaction means, at the time of determination, the present value (discounted at the interest rate 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 such Sale and Lease-Back Transaction (including any period for which such lease has been extended); provided, however, that if such Sale and Lease-Back Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of ‘‘Capitalized Lease Obligation.’’

‘‘Attributable Receivables Facility Debt’’ means, at any time, the principal amount of any Receivables Facility outstanding at such time; provided that in the case of a multi-seller Receivables Facility, the amount of ‘‘Attributable Receivables Facility Debt’’ shall be the portion of the principal amount of such Receivables Facility attributable (as determined in good faith by Clarke) to any receivables or payment intangibles transferred by Clarke or any Restricted Subsidiary in support of such Receivables Facility at or prior to such time and still outstanding.

‘‘Board of Directors’’ means:

	(1)	with respect to a corporation, the board of directors of the corporation or any committee thereof;

	(2)	with respect to a partnership the general partner of which is a corporation, the board of directors of the general partner of the partnership or any committee thereof;

	(3)	with respect to a limited liability company, any managing member thereof or, if managed by managers, the board of managers or any committee thereof; and

	(4)	with respect to any other Person, the board or committee of such Person (or such Person’s general partner, manager or equivalent) serving a similar function.

‘‘Board Resolution’’ means, with respect to Clarke, a duly adopted resolution of the Board of Directors of Clarke or any committee thereof.

‘‘Business Day’’ means each day that is not a Legal Holiday.

‘‘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;

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	(3)	in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); 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.

‘‘Capitalized Lease Obligation’’ means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

‘‘Cash Equivalents’’ means:

	(1)	United States dollars, Canadian dollars, Japanese yen, pounds sterling, euro or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

	(2)	securities issued or directly and fully and unconditionally guaranteed or insured by the government of the United States of America or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

	(3)	certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year 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 $250.0 million;

	(4)	repurchase obligations 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 at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 12 months after the date of issuance thereof;

	(6)	investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (5) above;

	(7)	readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition; and

	(8)	Indebtedness or Preferred Stock issued by Persons with a rating of ‘‘A’’ or higher from S&P or ‘‘A2’’ or higher from Moody’s with maturities of 12 months or less from the date of acquisition.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above; provided that such amounts are converted into one or more of the currencies set forth in clause (1) above as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts

‘‘Cash Management Obligations’’ means any obligations of Clarke or any of its Restricted Subsidiaries in respect of any arrangement for treasury, depositary or cash management services provided to Clarke or any of its Restricted Subsidiaries in connection with any transfer or disbursement of funds through an automated clearinghouse or on a same day or immediate or accelerated availability basis.

‘‘Change of Control’’ means the occurrence of any of the following:

	(1)	the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of Holdings, Clarke and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder;

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	(2)	Clarke becoming aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), other than any of the Permitted Holders, in a single transaction or in a series of related transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successo r provision) of 50% or more of the total voting power of the Voting Stock of Clarke; or

	(3)	the Board of Directors of Clarke ceasing to consist of a majority of Continuing Directors.

Notwithstanding the foregoing, (A) any holding company whose only significant asset is Equity Interests of Holdings or Clarke or any of their direct or indirect parent companies shall not itself be considered a ‘‘Person’’ or ‘‘group’’ for purposes of clause (2) above; (B) the term ‘‘Change of Control’’ shall not include a merger or consolidation of Clarke or Holdings with or the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of Clarke’s or Holdings’ assets to, an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing Clarke or Holdings in another jurisdiction and/or for the sole purpose of forming or collapsing a holding company structure; and (C) a ‘‘Person’’ or ‘‘group’’ shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement (or voting or option agreement related thereto) until the consummation of the transactions contemplated by such agreement.

‘‘Change of Control Offer’’ has the meaning assigned to that term in the Indenture governing the notes.

‘‘Clarke’’ has the meaning set forth in the first paragraph under ‘‘General’’; provided that when used in the context of determining the fair market value of an asset or liability under the Indenture, ‘‘Clarke’’ shall, unless otherwise expressly stated, be deemed to mean the Board of Directors of Clarke when the fair market value of such asset or liability is equal to or in excess of $30.0 million.

‘‘consolidated’’ means, with respect to any Person, such person consolidated with its Subsidiaries, excluding from such consolidation any Receivables Subsidiary and any Unrestricted Subsidiary as if such Receivables Subsidiary or Unrestricted Subsidiary were not an Affiliate of such Person, unless otherwise specifically indicated.

‘‘Consolidated Depreciation and Amortization Expense’’ means with respect to any Person for any period, the sum of (i) the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and other related noncash charges of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP and (ii) to the extent not included in clause (i), the amount of amortization expense related to capitalized pre-paid incentive payments (which pre-paid incentive payments may also be recorded as ‘‘upfront contract acquisition costs’’).

‘‘Consolidated Interest Expense’’ means, with respect to any Person for any period, the sum, without duplication, of:

	(1)	consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) noncash interest payments (but excluding any noncash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations and (e) net payments, if any, pursuant to interest rat e Hedging Obligations with respect to Indebtedness, and excluding (i) Additional Interest, (ii) amortization of deferred financing

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		fees, debt issuance costs, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees, (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility, (v) any redemption premiums, prepayment fees, other charges or penalties incurred in connection with the Transactions and (vi) any premiums, fees or other charges incurred in connection with the refinancing of the Existing Credit Agreements or the Tender Offer (in each case of (i) through (vi), to the extent included in any of the foregoing items (a) through (e))), plus

	(2)	consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, less

	(3)	interest income for such period and net receipts, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

‘‘Consolidated Leverage Ratio’’ means, with respect to any Person as of any date of determination, the ratio of (x) the excess of (i) Consolidated Total Indebtedness of such Person as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur over (ii) an amount equal to the lesser of (a) the amount of cash and Cash Equivalents of Clarke and its Restricted Subsidiaries on such date that are free and clear of any Lien (other than non-consensual Permitted Liens and Permitted Liens of the type set forth in clauses (22) through (25) of the definition thereof) and (b) $40.0 million to (y) the aggregate amount of EBITDA of such Person for the period of the most recently ended four full consecutive fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of ‘‘Fixed Charge Coverage Ratio’’.

‘‘Consolidated Net Income’’ means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication,

	(1)	any net after-tax restructuring expense or extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to severance, relocation, one-time compensation charges and the Transactions) shall be excluded,

	(2)	the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, whether effected through a cumulative effect adjustment or a retroactive application in each case in accordance with GAAP,

	(3)	any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded,

	(4)	any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business, as determined in good faith by Clarke, shall be excluded,

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	(5)	the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary or a Receivables Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of Clarke shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

	(6)	solely for the purpose of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph of ‘‘Certain Covenants—Restricted Payments,’’ the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidi ary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of Clarke will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to Clarke or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

	(7)	any increase in amortization or depreciation or other noncash charges (including, without limitation, any non-cash fair value adjustment of inventory) resulting from the application of purchase accounting in relation to the Transactions or any other acquisition that is consummated after the Issue Date, net of taxes, shall be excluded,

	(8)	any net after-tax income (loss) from Hedging Obligations or Cash Management Obligations and the application of Statement of Financial Accounting Standards No. 133 or other derivative instruments or from the extinguishment of Indebtedness shall be excluded,

	(9)	any net after-tax impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded,

	(10)	any net after-tax noncash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors, employees, managers or consultants shall be excluded,

	(11)	any non-cash cost related to the termination of any employee pension benefit plan, together with any related provision for taxes on any such termination (or the tax effect of any such termination) shall be excluded,

	(12)	any deferred financing costs amortized or written off, and premiums and prepayment penalties paid in connection with the Transactions or any other acquisition or disposition that is consummated after the Issue Date shall be excluded,

	(13)	any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness shall be excluded, and

	(14)	any charges resulting from the application of Statement of Financial Accounting Standards No. 141 ‘‘Business Combinations’’, No. 142 ‘‘Goodwill and Other Intangible Assets’’, No. 144 ‘‘Accounting for the Impairment or Disposal of Long-Lived Assets’’ or No. 150 ‘‘Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity’’ shall be excluded.

Notwithstanding the foregoing, for the purpose of the covenant described under ‘‘Certain Covenants—Restricted Payments’’ only (other than clause (c)(4) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by Clarke and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from Clarke and the Restricted Subsidiaries, any repayments of loans and

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advances that constitute Restricted Investments by Clarke or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (c)(4) thereof.

‘‘Consolidated Secured Debt Ratio’’ as of any date of determination means the ratio of (x) the excess of (i) Consolidated Total Indebtedness of Clarke and the Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur over (ii) an amount equal to the lesser of (a) the amount of cash and Cash Equivalents of Clarke and its Restricted Subsidiaries on such date that are free and clear of any Lien (other than non-consensual Permitted Liens and Permitted Liens of the type set forth in clauses (22) through (25) of the definition thereof) and (b) $40.0 million to (y) the aggregate amount of EBI TDA of Clarke and the Restricted Subsidiaries for the period of the most recently ended consecutive four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

‘‘Consolidated Total Indebtedness’’ means, as at any date of determination, an amount equal to the sum, without duplication, of (1) the aggregate amount of all outstanding Indebtedness of Clarke and the Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations, Attributable Debt in respect of Sale and Lease-Back Transactions and debt obligations evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (and excluding any undrawn letters of credit issued in the ordinary course of business and all obligations relating to any Receivables Facility) and (2) the aggregate amount of all outstanding Disqualified Stock of Clarke and all Disqualifie d Stock and Preferred Stock of the Restricted Subsidiaries (excluding items eliminated in consolidation), with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and Maximum Fixed Repurchase Prices, in each case determined on a consolidated basis in accordance with GAAP.

For purposes hereof, the ‘‘Maximum Fixed Repurchase Price’’ of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined in good faith by Clarke.

‘‘Contingent Obligations’’ means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations (the ‘‘primary obligations’’) that do not constitute Indebtedness of any other Person (the ‘‘primary obligor’’) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent,

	(1)	to purchase any such primary obligations or any property constituting direct or indirect security therefor,

	(2)	to advance or supply funds

	(A)	for the purchase or payment of any such primary obligations or

	(B)	to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

	(3)	to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligations of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

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‘‘Continuing Directors’’ means, as of any date of determination, any member of the Board of Directors of Clarke who:

	(1)	was a member of such Board of Directors on the Issue Date; 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 April 4, 2007, by and among Clarke, the Guarantors party thereto, Credit Suisse, as administrative agent, and the lenders party thereto, providing for revolving credit and term loan borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case as such Credit Agreement, in whole or in part, in one or more instances, may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructurings, replacements, supplementations or other modifications of the foregoin g and including, without limitation, any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders)), including into one or more debt facilities, commercial paper facilities or other debt instruments, indentures or agreements (including by means of sales of debt securities (including Additional Notes) to institutional investors), providing for revolving credit loans, term loans, letters of credit or other debt obligations, whether any such extension, replacement or refinancing (1) occurs simultaneously or not with the termination or repayment of a prior Credit Agreement or (2) occurs on one or more separate occasions.

‘‘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 or other lenders providing for revolving credit loans, term loans, debt securities, 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 such Credit Facility, in whole or in part, in one or more instances, may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructuring s, replacements, supplementations or other modifications of the foregoing and including, without limitation, any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders)), including into one or more debt facilities, commercial paper facilities or other debt instruments, indentures or agreements (including by means of sales of debt securities (including Additional Notes) to institutional investors), providing for revolving credit loans, term loans, letters of credit or other debt obligations, whether any such extension, replacement or refinancing (1) occurs simultaneously or not with the termination or repayment of a prior Credit Facility or (2) occurs on one or more separate occasions.

‘‘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 Asset Sale’’ means the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of Designated Assets (including by way of a Sale and Lease-Back Transaction and including the disposition of Capital Stock of any Subsidiary) of Holdings, Clarke or any Subsidiary.

‘‘Designated Assets’’ means any property or assets (including Capital Stock of any Subsidiary) other than (i) property or assets of the Printed Products Business, (ii) Capital Stock of Clarke and (iii) Capital Stock of any Restricted Subsidiary conducting any material portion of the Printed Products Business at the time of such Designated Asset Sale or Restricted Payment (as the case may be).

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‘‘Designated Noncash Consideration’’ means the fair market value of noncash consideration received by Clarke or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

‘‘Designated Preferred Stock’’ means Preferred Stock of Clarke or any parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock pursuant to an Officers’ Certificate, as the case may be, on the issuance date thereof.

‘‘Disqualified Stock’’ means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Capital Stock that is not Disqualified Stock), other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control or asset sale, in whole or in part, in each case prior to the date that is 91 days after the earlier of the maturity date of the notes and the date the notes are no longer outstanding; provided that if such Capital Stock is issued to any plan for the benefit of employees of Clarke or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Clarke or its Subsidiaries in order to satisfy applicable statutory or regulatory obligation; provided, further, that any Capital Stock held by any future, present or former employee, director, officer, manager or consultant (or their estates, spouses or former spouses) of Clarke, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any stockholders agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreem ent shall not constitute Disqualified Stock solely because it may be required to be repurchased by Clarke or its Subsidiaries following the termination of employment of such employee, director, officer, manager or consultant with Clarke or any of its Subsidiaries.

‘‘Domestic Subsidiary’’ means, with respect to any Person, any Restricted Subsidiary of such Person other than (x) a Foreign Subsidiary or (y) any Domestic Subsidiary of a Foreign Subsidiary, but, in each case, including any subsidiary that guarantees or otherwise provides direct credit support for any Indebtedness of Clarke.

‘‘EBITDA’’ means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period,

	(1)	increased by (without duplication):

	(a)	provision for taxes based on income or profits, plus franchise or similar taxes, of such Person for such period deducted in computing Consolidated Net Income, plus

	(b)	consolidated Fixed Charges of such Person for such period to the extent the same was deducted in calculating Consolidated Net Income, plus

	(c)	Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such depreciation and amortization were deducted in computing Consolidated Net Income, plus

	(d)	any expenses or charges related to any equity offering, permitted acquisition or other Investment, permitted disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred under the Indenture including a refinancing thereof (in each case, whether or not successful) and any amendment or modification to the terms of any such transactions, including such fees, expenses or charges related to the Transactions deducted in computing Consolidated Net Income for such period, plus

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	(e)	the amount of any restructuring charge, redemption premium, prepayment penalty, premium and other related fee or reserve deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with (A) acquisitions after the Issue Date or (B) the closing or consolidation of production or other operating facilities, plus

	(f)	any write offs, write downs or other noncash charges reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period, plus

	(g)	the amount of any minority interest expense deducted in calculating Consolidated Net Income for such period, plus

	(h)	the amount of management, monitoring, consulting and advisory fees and related expenses paid (or any accruals related to such fees or related expenses) (including by means of a dividend) during such period to the Parents to the extent permitted under ‘‘Certain Covenants—Transactions with Affiliates’’, plus

	(i)	any costs or expenses incurred by Clarke or a Restricted Subsidiary pursuant to any management equity plan, stock option plan, phantom equity plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Clarke or net cash proceeds of issuance of Equity Interests of Clarke (other than Disqualified Stock that is Preferred Stock);

	(2)	decreased by (without duplication) noncash gains increasing Consolidated Net Income of such Person for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating EBITDA in accordance with this definition);

	(3)	increased or decreased, as applicable, by (without duplication) (a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133, (b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness and (c) the amount of gain or loss resulting in such period from a sale of receivables, payment intangibles and related assets to a Receivables Subsidiary in connection with a Receivables Facility; and

	(4)	increased by the amount of cost savings, operational improvements and synergies projected by Clarke in good faith as a result of actions taken or planned to be taken (calculated as though such actions had been completed and such cost savings, operational improvements and synergies had been realized on the first day of the period for which EBITDA is being calculated) in connection with the Transactions or any Investment, acquisition, disposition, business restructuring or operational change (each, an ‘‘Event’’) by Clarke or a Restricted Subsidiary, net of the amount of actual cost savings realized from such actions during such period; prov ided that (w) such cost savings are set forth in a certificate of a Financial Officer, (x) such actions are taken within 24 months after the Issue Date or such other Event; (y) such amounts that will increase EBITDA pursuant to this clause (4) do not exceed $112.6 million in any given period; and (z) for the avoidance of doubt, such cost savings, operational improvements and synergies may (without duplication) be incremental to pro forma adjustments made pursuant to the relevant definitions and provisions in which the term ‘‘EBITDA’’ is used.

‘‘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).

‘‘Equity Offering’’ means any public or private offer and sale of Capital Stock (other than Disqualified Stock) other than:

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	(1)	public offerings with respect to Clarke’s or any direct or indirect parent company’s common stock registered on Form S-4 or Form S-8;

	(2)	any such public or private sale that constitutes an Excluded Contribution; and

	(3)	an issuance to any Subsidiary of Clarke.

‘‘euro’’ means the single currency of participating member states of the economic and monetary union contemplated by the Treaty of the European Union.

‘‘Excess Designated Proceeds’’ means with respect to any Designated Asset Sale (i) 100% of the Net Proceeds from such sale if after giving pro forma effect thereto, but before applying any portion of the Net Proceeds thereof to prepay, purchase or retire any Indebtedness the Consolidated Leverage Ratio of Clarke and its Restricted Subsidiaries is no greater than 4.00 to 1.00 and is no greater than the Consolidated Leverage Ratio of Clarke and its Restricted Subsidiaries in effect immediately prior to such Designated Asset Sale, or (ii) that portion of the Net Proceeds of such Designated Asset Sale that remains after giving effect to the prepayment, purchase or other retirement of Indebtedness of the type permitted to be prepaid, purchased or otherwise retired under the Asset Sale covenant in a n amount sufficient such that the Consolidated Leverage Ratio of Clarke and its Restricted Subsidiaries after giving effect to the Designated Asset Sale and such prepayment, purchase or other retirement is no greater than 4.00 to 1.00 and is no greater than the Consolidated Leverage Ratio of Clarke and its Restricted Subsidiaries in effect immediately prior to such Designated Asset Sale and application of Net Proceeds and (iii) in either case of (i) or (ii), any non-cash proceeds of any Designated Asset Sale. For the avoidance of doubt, for purposes of clause (8) of the second paragraph of the covenant described under ‘‘Certain Covenants—Restricted Payments’’, any Designated Assets used to make a Restricted Payment in kind shall be deemed to be Excess Designated Proceeds if the Consolidated Leverage Ratio of Clarke and its Restricted Subsidiaries, after giving pro forma effect to such Restricted Payment and the prepayment, purchase or other retirement (if any) of any Indebtednes s in connection with the making of such Restricted Payment, is no greater than either (x) the Consolidated Leverage Ratio of Clarke and its Restricted Subsidiaries immediately prior to such transactions or (y) 4.00 to 1.00.

‘‘Exchange Act’’ means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

‘‘Exchange Notes’’ means the Exchange Fixed Rate Notes and the Exchange Floating Rate Notes.

‘‘Excluded Contribution’’ means net cash proceeds, marketable securities or Qualified Proceeds received by Clarke from (a) contributions to its common equity capital, and (b) the sale (other than to a Subsidiary of Clarke or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Clarke) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of Clarke, in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be.

‘‘Existing Clarke Credit Agreement’’ means the $480,000,000 Credit Agreement dated as of December 15, 2005 among CA Acquisition Holdings, Inc., Clarke American Corp., the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, Amegy Bank N.A. and Natexis Banques Populaires, as documentation agents, and Bear Stearns Corporate Lending Inc., as administrative agent.

‘‘Existing Clarke Notes’’ means Clarke American Corp.’s 11.75% Senior Notes due 2013, issued pursuant to the Indenture, dated as of December 15, 2005 (as amended on October 6, 2006 and April 19, 2007) among Clarke American Corp., certain of its subsidiaries and The Bank of New York as Trustee.

‘‘Existing Credit Agreements’’ means (a) the Existing Clarke Credit Agreement and (b) the Credit Agreement dated as of July 3, 2006 among John H. Harland Company, Wachovia Bank, National Association, as administrative agent, and the lenders and other agents party thereto.

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‘‘Existing Indebtedness’’ means Indebtedness of Clarke and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date plus interest accruing thereon, 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 chief executive officer, chief financial officer, chief accounting officer, controller or Board of Directors of Clarke or the Restricted Subsidiary, as applicable (unless otherwise provided in the Indenture).

‘‘Financial Officer’’ means the chief financial officer, treasurer or controller of Clarke.

‘‘Fixed Charge Coverage Ratio’’ means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that Clarke or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (including pursuant to the Transactions but other than Indebtedness incurred under any revolving credit facility that has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the ‘‘Calculation Date’’), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishing of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period (the ‘‘reference period’’).

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by Clarke or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date (including the Merger) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charges and the change in EBITDA resulting therefrom) had occurred on the first day of the reference period; provided that no such pro forma adjustment to EBITDA shall be required in respect of any such transaction to the extent the aggregate consideration in connection therewith was less than $10.0 million for the reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into Clarke or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the reference period (subject to the threshold specified in the previous sentence).

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a Financial Officer of Clarke. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized L ease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of Clarke to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Clarke may designate.

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‘‘Fixed Charges’’ means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)    Consolidated Interest Expense of such Person for such period, and

(2)    all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock made during such period.

‘‘Foreign Subsidiary’’ means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States of America, any state thereof, the District of Columbia, or any territory thereof.

‘‘Foreign Subsidiary Total Assets’’ means the total amount of all assets of Foreign Subsidiaries of Clarke and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as shown on the most recent internal balance sheet of Clarke.

‘‘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, the Public Company Accounting Oversight 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 on the Issue Date.

‘‘Government Securities’’ means securities that are (a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securitie s held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

‘‘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 letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations, and, when used as a verb, shall have a corresponding meaning.

‘‘Guarantee’’ means the guarantee by each Guarantor of Clarke’s obligations under the Indenture and the notes, executed pursuant to the provisions of the Indenture.

‘‘Guarantors’’ means:

	(1)	each Domestic Subsidiary of Clarke that guarantees the Credit Agreement; and

	(2)	any other Subsidiary of Clarke that executes a Guarantee in accordance with the provisions of the Indenture,

and their respective successors and assigns, in each case, until the 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 currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements and other agreements or arrangements, in each case designed to manage fluctuations in currency exchange, interest rates or commodity prices.

‘‘Holdings’’ means CA Acquisition Holdings, Inc., a Delaware corporation.

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‘‘Immaterial Subsidiary’’ means, at any date of determination, any Restricted Subsidiary designated as such in writing by Clarke that (i) contributed 2.5% or less of EBITDA of Clarke and the Restricted Subsidiaries for the period of four fiscal quarters most recently ended more than forty-five (45) days prior to the date of determination and (ii) had consolidated assets representing 2.5% or less of Total Assets on the last day of the most recent fiscal quarter ended more than forty-five (45) days prior to the date of determination.

‘‘Indebtedness’’ means, without duplication, with respect to any specified Person:

	(1)	any indebtedness (including principal and premium) of such Person, whether or not contingent

	(a)	in respect of borrowed money,

	(b)	evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without double counting, reimbursement agreements in respect thereof),

	(c)	representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, or

	(d)	representing any Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,

	(2)	to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of another Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business,

	(3)	to the extent not otherwise included, the obligations of the type referred to in clause (1) of another Person secured by a Lien on any asset owned by such Person, whether or not such obligations are assumed by such Person and whether or not such obligations would appear upon the balance sheet of such Person; provided that the amount of such Indebtedness will be the lesser of the fair market value of such asset at the date of determination and the amount of Indebtedness so secured, and

	(4)	Attributable Debt in respect of Sale and Lease-Back Transactions;

provided, however, that notwithstanding the foregoing, Indebtedness will be deemed not to include (A) Contingent Obligations that are incurred in the ordinary course of business, (B) obligations under, or in respect of, Receivables Facilities and (C) redeemable Preferred Stock of such Person.

‘‘Independent Financial Advisor’’ means an accounting, appraisal, investment banking firm or consultant to Persons engaged in similar businesses of nationally recognized standing that is, in the good faith judgment of Clarke, qualified to perform the task for which it has been engaged and that is independent of Clarke and its Affiliates.

‘‘Investment Grade Securities’’ means:

	(1)	securities issued or directly and fully guaranteed or insured by the government of the United States of America or any agency or instrumentality thereof (other than Cash Equivalents);

	(2)	debt securities or debt instruments with a rating of BBB− or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such rating by such rating organization, or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among Clarke and its Subsidiaries;

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	(3)	investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2), which fund may also hold immaterial amounts of cash pending investment or distribution; and

	(4)	corresponding instruments in countries other than the United States of America customarily utilized for high quality investments.

‘‘Investments’’ means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (including by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, but excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of ‘‘Unrestricted Subsidiary’’ and the covenant described under ‘‘Certain Covenants—Restricted Payments:

	(1)	‘‘Investments’’ shall include the portion (proportionate to Clarke’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of Clarke at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Clarke shall be deemed to continue to have a permanent ‘‘Investment’’ in an Unrestricted Subsidiary in an amount (if positive) equal to (x) Clarke’s ‘‘Investment’’ in such Subsidiary at the time o f such redesignation, less (y) the portion (proportionate to Clarke’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

	(2)	any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by Clarke.

‘‘Issue Date’’ means May 1, 2007, the date of the Indenture.

‘‘Legal Holiday’’ means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York. If a payment date is a Legal Holiday at such place, payment may be made at such place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

‘‘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; provided that in no event shall an operating lease be deemed to constitute a Lien.

‘‘Merger’’ means the merger of H Acquisition Corp. with and into John H. Harland Company pursuant to the Merger Agreement.

‘‘Merger Agreement’’ the Agreement and Plan of Merger, dated as of December 19, 2006, among MFW, H Acquisition Corp. and John H. Harland Company, as such agreement may be amended on or prior to the Issue Date.

‘‘MFW’’ means M & F Worldwide Corp., a Delaware corporation.

‘‘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.

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‘‘Net Proceeds’’ means the aggregate cash proceeds received by Clarke or any Restricted Subsidiary in respect of any Asset Sale or Designated Asset Sale, including any cash received upon the sale or other disposition of any Designated Noncash Consideration received in any Asset Sale or Designated Asset Sale, net of the direct costs relating to such Asset Sale or Designated Asset Sale and the sale or disposition of such Designated Noncash Consideration, including (1) legal, accounting and investment banking fees, and brokerage and sales commissions, (2) any relocation, restructuring or severance expenses incurred as a result thereof, (3) taxes paid or estimated in good faith to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (4) amounts required to be applied to the repayment of principal, premium, prepayment fees, penalties, if any, and interest on Indebtedness required (other than as required by ‘‘Repurchase at the Option of Holders—Asset Sales’’) to be paid as a result of such transaction and (5) any deduction of appropriate amounts to be provided by Clarke or any Restricted Subsidiary as a reserve in accordance with GAAP in respect of (A) the sale price of the assets that are the subject of such sale or other disposition (including in respect of working capital adjustments or any evaluation of such assets) or (B) any liabilities associated with the asset disposed of in such transaction and retained by Clarke or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

‘‘Obligations’’ means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including, to the extent legally permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the applicable agreement), premium (if any), guarantees of payment, fees, indemnifications, reimbursements, expenses, damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the notes shall not include fees or indemnification in f avor of the trustee and any other third parties other than the holders.

‘‘Offering Circular’’ means the offering circular of Clarke American Corp., dated April 26, 2007.

‘‘Officer’’ means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the controller or the Secretary of Clarke.

‘‘Officers’ Certificate’’ means a certificate signed on behalf of Clarke by two Officers of Clarke, one of whom must be the chief executive officer or a Financial Officer of Clarke.

‘‘Parents’’ means (1) MacAndrews & Forbes Holdings Inc., (2) MFW, (3) each of their direct and indirect subsidiaries and Affiliates, (4) Ronald O. Perelman, (5) any of the directors or executive officers of MacAndrews & Forbes Holdings Inc. or (6) any of their respective Permitted Transferees.

‘‘Permitted Asset Swap’’ means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between Clarke or any of its Restricted Subsidiaries and another Person that is not Clarke or any of its Restricted Subsidiaries; provided that any cash or Cash Equivalents received must be applied in accordance with the covenant described under ‘‘Repurchase at the Option of Holders—Asset Sales.’’

‘‘Permitted Holders’’ means each of the Parents and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) of which any of the Parents is a member; provided that, in the case of such group and without giving effect to the existence of such group or any other group, the Parents have beneficial ownership of more than 50% of the total voting power of the Voting Stock of Clarke or any of its direct or indirect parent companies. Any Person or group whose acquisition of beneficial ownership or assets constitutes a Change of Control in respect of which a Change of Control Offer is made in acc ordance with ‘‘Repurchase at the Option of Holders—Change of Control’’ will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

‘‘Permitted Investments’’ means:

	(1)	any Investment in Clarke or any Restricted Subsidiary;

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	(2)	any Investment in cash and Cash Equivalents or Investment Grade Securities;

	(3)	(x) any Investment by Holdings, Clarke or any Restricted Subsidiary of Clarke in a Person that is engaged in a Similar Business if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of Clarke or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Clarke or a Restricted Subsidiary of Clarke, and (y) any Investment held by such Person;

	(4)	any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to ‘‘Repurchase at the Option of Holders—Asset Sales’’ or any other disposition of assets not constituting an Asset Sale;

	(5)	loans and advances to, and guarantees of Indebtedness of, employees not in excess of $10.0 million outstanding at any one time, in the aggregate;

	(6)	any Investment acquired by Clarke or any Restricted Subsidiary (x) in exchange for any other Investment or accounts receivable held by Clarke or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Person in which such other Investment is made or which is the obligor with respect to such accounts receivable, (y) as a result of a foreclosure by Clarke or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default or (z) as a result of litigation, arbitration or other disputes with Persons who are not Affiliates;

	(7)	Hedging Obligations permitted under ‘‘Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock;’’

	(8)	loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practice or to fund such Person’s purchase of Equity Interests of Clarke or any direct or indirect parent company thereof under compensation plans approved by the Board of Directors of Clarke in good faith;

	(9)	Investments the payment for which consists of Equity Interests of Clarke or any of its direct or indirect parent companies (exclusive of Disqualified Stock of Clarke);

	(10)	guarantees of Indebtedness permitted under ‘‘Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ and performance guarantees in the ordinary course of business;

	(11)	any transaction to the extent it constitutes an investment that is permitted and made in accordance with the provisions of ‘‘Certain Covenants—Transactions with Affiliates’’ (other than any transaction set forth in clauses (2), (6) and (7) of the second paragraph thereof);

	(12)	Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing, joint development or similar arrangements with other Persons;

	(13)	Investments in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $125.0 million and (y) 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured by Clarke in good faith at the time made and without giving effect to subsequent changes in value);

	(14)	Investments relating to a Receivables Facility; provided that in the case of Receivables Facilities established after the Issue Date, such Investments are necessary or advisable (in the good faith determination of Clarke) to effect such Receivables Facility;

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	(15)	additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (15) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed $175.0 million (with the fair market value of each Investment being measured by Clarke in good faith at the time made and without giving effect to subsequent changes in value);

	(16)	Investments in respect of pre-paid incentives to customers (which pre-paid incentive payments may also be recorded as ‘‘upfront contract acquisition costs’’);

	(17)	any Investments in receivables owing to Clarke or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as Clarke or such Restricted Subsidiary deems reasonable under the circumstances;

	(18)	advances, loans and extensions of credit to suppliers, customers and vendors in the ordinary course of business;

	(19)	Investments in prepaid expenses, negotiable instruments held for collection and lease and utility and worker’s compensation deposits provided to third parties in the ordinary course of business;

	(20)	Investments in existence on the Issue Date or made pursuant to legally binding commitments in effect on the Issue Date (after giving effect to the Transactions); and

	(21)	Investments consisting of earn-out obligations incurred in connection with Clarke’s acquisition of Alcott Routon, Inc., not to exceed $3.0 million in the aggregate.

‘‘Permitted Liens’’ means:

	(1)	Liens on assets of Clarke or any of its Restricted Subsidiaries securing all obligations in respect of Indebtedness under Credit Facilities that were permitted to be incurred under clause (a) of the second paragraph of the covenant entitled ‘‘—Certain Covenants— Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock;’’

	(2)	pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits to secure bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds 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;

	(3)	Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, in each case, for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

	(4)	Liens for taxes, assessments or other governmental charges or claims not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

	(5)	Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

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	(6)	(x) survey exceptions, encumbrances, 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 other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties, in each case, which were not incurred in connection with Indebtedness and which 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 and (y) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;

	(7)	Liens existing on the Issue Date;

	(8)	Liens on property or shares of Capital Stock of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, that such Liens may not extend to any other property ow ned by Clarke or any Restricted Subsidiary;

	(9)	Liens on property at the time Clarke or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into Clarke or any Restricted Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, that the Liens may not extend to any other property owned by Clarke or any Restricted Subsidiary;

	(10)	Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Clarke or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under ‘‘Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’;

	(11)	Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

	(12)	Leases, licenses, subleases and sublicenses granted to others in the ordinary course of business of Clarke or any of the Restricted Subsidiaries and do not secure any Indebtedness;

	(13)	Liens arising from financing statement filings under the Uniform Commercial Code or similar state laws regarding operating leases entered into by Clarke and its Restricted Subsidiaries in the ordinary course of business;

	(14)	Liens in favor of Clarke or any Guarantor;

	(15)	Liens on inventory or equipment of Clarke or any Restricted Subsidiary granted in the ordinary course of business to Clarke’s client at which such inventory or equipment is located;

	(16)	Liens on accounts receivable, payment intangibles and related assets incurred in connection with a Receivables Facility, and limited recourse Liens on the Capital Stock of any Receivables Subsidiary;

	(17)	Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (1), (7), (8), (9) and (10) and the following clauses (18), (28) and (30) of this definition, as the case may be; provided that (x) such new Lien shall be limited to all or part of the same property that secured (or was required to secure) the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or,

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		if greater, committed amount of the Indebtedness described under clauses (1), (7), (8), (9) and the following clauses (18), (28) and (30) of this definition, respectively, at the time the original Lien became a Permitted Lien under the Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

	(18)	Liens securing Indebtedness permitted to be incurred pursuant to clauses (c), (e), (r), (s) and (v) and sub-clause (1) of the proviso to clause (o) of the second paragraph under ‘‘Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ (whether or not, in the case of each of clauses (r) and (s), such Indebtedness is subsequently deemed to have been incurred pursuant to the first paragraph of ‘‘Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ as provided in clauses (r) or (s), as applicable); provided that (A) Liens securing Indebtedness permitted to be incurred pursuant to clause (e) of the second paragraph under ‘‘Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ do not at any time encumber any property or assets other than the property or assets the cost of which is either financed or reimbursed by such Indebtedness and the proceeds and the products thereof, (B) Liens securing Indebtedness permitted to be incurred pursuant to clause (1) of the proviso to clause (o) or pursuant to clause (r) of the second paragraph under ‘‘Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ are solely on acquired property or the assets or Capital Stock of the acquired entity, as the case may be, and the proceeds and the products thereof and (C) Liens securing Indebtedness permitted to be incurred pursua nt to clause (s) of the second paragraph under ‘‘Certain Covenants— Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ extend only to the assets of Foreign Subsidiaries;

	(19)	deposits in the ordinary course of business to secure liability to insurance carriers;

	(20)	Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption ‘‘Events of Default and Remedies,’’ so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

	(21)	Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

	(22)	Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

	(23)	Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Clarke or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Clarke and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Clarke or any of its Restricted Subsidiaries in the ordinary course of business;

	(24)	Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

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	(25)	Liens deemed to exist in connection with Investments in repurchase agreements permitted under ‘‘Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’; provided that such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreement;

	(26)	other Liens securing obligations the principal amount of which do not exceed $125.0 million at any one time outstanding;

	(27)	Liens securing (x) secured Cash Management Obligations, (y) Hedging Obligations secured by assets securing Credit Facilities and (z) any Hedging Obligations, so long as the related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligations;

	(28)	Liens incurred to secure obligations in respect of any Indebtedness permitted to be incurred pursuant to ‘‘Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’; if, at the time of incurrence of such Indebtedness and after giving pro forma effect to the use of proceeds thereof, the Consolidated Secured Debt Ratio for the period of the most recently ended four full consecutive fiscal quarters for which internal financial statements are available immediately preceding the date of such incurrence would not be greater than 4.00 to 1.00; provided that if, at the time of incurrence of such Indebtedness and after giving pro forma effect to the use of proceeds thereof, the Consolidated Secured Debt Ratio for the period of the most recently ended four full consecutive fiscal quarters for which internal financial statements are available immediately preceding the date of such incurrence would be greater than 3.50 to 1.00 but less than 4.00 to 1.00, then (i) the proceeds of the obligations in respect of any such Indebtedness which are so secured shall be applied to make Investments and acquisitions that are permitted by the Indenture and (ii) the Liens securing such Indebtedness shall extend solely to such Investments or acquired property or the Capital St ock of the acquired entity, and the proceeds and products thereof;

	(29)	Liens incurred to secure guarantees permitted under clause (m) of the second paragraph under ‘‘Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’, but only to the extent that the Indebtedness so guaranteed is permitted to be secured under the terms of the Indenture and only to the extent of the assets permitted to secure such Indebtedness under the terms of the Indenture; and

	(30)	Liens securing Indebtedness incurred pursuant to clause (c) of the second paragraph under ‘‘Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’.

‘‘Permitted Transferees’’ means, with respect to any Person that is a natural person (and any Permitted Transferee of such Person), (x) such Person’s immediate family, including his or her spouse, ex-spouse, children, step-children and their respective lineal descendants and (y) any trust or other legal entity the beneficiary of which is such Person’s immediate family, including his or her spouse, ex-spouse, children, step-children or their respective lineal descendants and which is controlled by such Person.

‘‘Person’’ means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or any agency or political subdivision thereof or other entity.

‘‘Preferred Stock’’ means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

‘‘Printed Products Business’’ means the provision of checks and related products, direct marketing and contact center services to financial and commercial institutions and individuals.

‘‘Qualified Affiliate Debt’’ means unsecured, subordinated Indebtedness issued by Clarke to the Parents or any of their Affiliates in an aggregate principal amount at any time outstanding not to exceed $30.0 million (plus capitalized interest on such Indebtedness).

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‘‘Qualified Proceeds’’ means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by Clarke in good faith.

‘‘Receivables Facility’’ means one or more receivables financing facilities, as amended, supplemented, modified, extended, renewed, restated, refunded, replaced or refinanced from time to time, the Indebtedness of which is non-recourse (except for representations, warranties, covenants and indemnities made in connection with such facilities that Clarke has determined in good faith to be customary in financings similar to a Receivables Facility, including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary and those relating to any obligation of Clarke or any Restricted Subsidiary to repurchase the assets it sold thereunder as a result of a breach of a representation, warranty or covenant or otherwise) to Clarke and its Restricted Subsidiaries pursuant to which Clarke or any of its Restricted Subsidiaries sells or transfers its accounts receivable, payment intangibles and related assets to either (x) a Person that is not a Restricted Subsidiary or (y) a Receivables Subsidiary that in turn sells or transfers its accounts receivable, payment intangibles and related assets to a Person that is not a Restricted Subsidiary; provided that the aggregate book value (measured at the time of transfer thereof) of all receivables and payment intangibles at any time subject to the Receivables Facility that had been transferred to the Receivables Subsidiary by Clarke and any Restricted Subsidiaries shall not exceed an amount equal to $150.0 million.

‘‘Receivables Fees’’ means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

‘‘Receivables Subsidiary’’ means any subsidiary formed solely for the purpose of engaging, and that engages only, in one or more Receivables Facilities and any Subsidiary of another Receivables Subsidiary.

‘‘Registration Rights Agreement’’ means the Registration Rights Agreement relating to the notes to be entered into in connection with the initial issuance thereof.

‘‘Related Business Assets’’ means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by Clarke or a Restricted Subsidiary in exchange for assets transferred by Clarke or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

‘‘Representative’’ means, with respect to a person, any trustee, agent or representative (if any) for an issue of Senior Indebtedness of such Person.

‘‘Responsible Officer’’ of any Person means the chief executive officer, the president, any vice president, the chief operating officer or any Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of the notes.

‘‘Restricted Investment’’ means an Investment other than a Permitted Investment.

‘‘Restricted Subsidiary’’ of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary or a Receivables Subsidiary; provided that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of ‘‘Restricted Subsidiary.’’ Unless otherwise specified or the context otherwise requires, a reference to a ‘‘Restricted Subsidiary’’ shall be a reference to a Restricted Subsidiary of Clarke.

‘‘Sale and Lease-Back Transaction’’ means any arrangement with any Person providing for the leasing by Clarke or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by Clarke or such Restricted Subsidiary to such Person in contemplation of a transaction that constitutes a capital lease in accordance with GAAP.

‘‘SEC’’ means the United States Securities and Exchange Commission.

‘‘Secured Indebtedness’’ means any Indebtedness secured by a Lien.

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‘‘Securities Act’’ means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.

‘‘Senior Indebtedness’’ means with respect to any Person:

	(1)	all Indebtedness of such Person, whether outstanding on the Issue Date or thereafter incurred; and

	(2)	all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above

unless, in the case of clauses (1) and (2), the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness or other Obligations are subordinate in right of payment to the notes or the Guarantee of such Person, as the case may be; provided that Senior Indebtedness shall not include:

	(1)	any obligation of such Person to Clarke or any Subsidiary of Clarke or to any joint venture in which Clarke or any Restricted Subsidiary has an interest;

	(2)	any liability for Federal, state, local or other taxes owed or owing by such Person;

	(3)	any accounts payable or other liability to trade creditors in the ordinary course of business (including guarantees thereof as instruments evidencing such liabilities);

	(4)	any Indebtedness or other Obligation of such Person that is subordinate or junior in right of payment to any other Indebtedness or other Obligation of such Person; or

	(5)	that portion of any Indebtedness that at the time of incurrence is incurred in violation of the Indenture.

For the purposes of the foregoing, for the avoidance of doubt, no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or secured by a lower priority Lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them.

‘‘Significant Subsidiary’’ means any Restricted Subsidiary that would be a ‘‘significant subsidiary’’ of Clarke 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 Issue Date.

‘‘Similar Business’’ means any business conducted by Clarke and its Restricted Subsidiaries on the Issue Date (after giving effect to the Transactions) or any business that is a natural outgrowth of an existing business or is similar, reasonably related, incidental or ancillary to any of the foregoing.

‘‘Subordinated Indebtedness’’ means (a) with respect to Clarke, any Indebtedness of Clarke that is by its terms subordinated in right of payment to the notes pursuant to a written agreement, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to the Guarantee of such Guarantor pursuant to a written agreement. For the purposes of the foregoing, for the avoidance of doubt, no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or secured by a lower priority Lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements or other arrangements giving one or more of such holders priority ove r the other holders in the collateral held by them.

‘‘Subsidiary’’ means, with respect to any specified Person:

	(1)	any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar 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) 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

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	(2)	any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

Unless otherwise specified or the context otherwise requires, a reference to a ‘‘Subsidiary’’ shall be a reference to a Subsidiary of Clarke.

‘‘Tax Sharing Agreement’’ means the Tax Sharing Agreement dated as of December 15, 2005, among MFW, Clarke and PCT International Holdings Inc., and any amendments, supplements or modifications thereof.

‘‘Tender Offer’’ means (x) the tender offer by Clarke for the outstanding Existing Clarke Notes and a simultaneous consent solicitation from the holders of such Existing Clarke Notes for the removal of certain specified restrictive covenants and events of default under the indenture governing such Existing Clarke Notes and (y) if and to the extent that such consent solicitation does not result in such removal, such other arrangements as shall be reasonably acceptable to the trustee shall have been made for the redemption or covenant defeasance of any Existing Clarke Notes not tendered and accepted in the tender offer referred to in clause (x).

‘‘Total Assets’’ means the total amount of all assets of Clarke and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as shown on the most recent internal balance sheet of Clarke.

‘‘Transaction Costs’’ means fees and expenses payable or otherwise borne by Holdings, Clarke and its subsidiaries in connection with the Transactions and the transactions contemplated thereby, including, without limitation, the costs of legal and financial advisors to Holdings, Clarke, John H. Harland Company and the lenders under the Credit Agreement, the payment of any change of control payments or other severance payments, redemption premiums and prepayment fees and penalties in connection with the prepayment redemption, repurchase and solicitation of consents of the existing Indebtedness of each of Clarke, John H. Harland Company and their respective Affiliates and the costs of structuring and implementing corporate restructuring transactions related to the Transactions.

‘‘Transactions’’ means, collectively, (a) the execution, delivery and performance by the parties thereto of the Merger Agreement and the consummation of the transactions contemplated thereby, (b) the execution, delivery and performance by Clarke and the other parties thereto of the Credit Agreement on the Issue Date and the making of the borrowings thereunder on the Issue Date, (c) the execution, delivery and performance by Clarke and the Guarantors of the Indenture and related documents and the issuance of the notes, (d) the refinancing of the Existing Credit Agreements and the Tender Offer, and (e) the payment of the Transaction Costs. In addition, for purposes of calculating EBITDA, Total Assets, Foreign Subsidiary Total Assets, Consolid ated Total Indebtedness and any other financial definitions (when such other financial definitions are to be calculated on a pro forma basis), the Transactions shall be given pro forma effect as if they had occurred on the first day of the relevant period in a manner consistent with the pro forma adjustment provisions set forth in the definition of ‘‘Fixed Charge Coverage Ratio.’’

‘‘Treasury Rate’’ means, as of any redemption (or deposit) date, the yield to maturity as of such redemption (or deposit) 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 (or deposit) 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 (or deposit) date to May 15, 2009 with respect to the floating rate notes and May 15, 2011 with respect to the fixed rate notes; provided, however, that if the period from the redemption (or deposit) date to May 15, 2009 with respect to the floating

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rate notes and May 15, 2011 with respect to the fixed rate notes, 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.

‘‘Trust Indenture Act’’ means the Trust Indenture Act of 1939, as amended, or any successor statute.

‘‘Unrestricted Subsidiary’’ means (1) any Subsidiary of Clarke that at the time of determination is an Unrestricted Subsidiary (as designated by Clarke, as provided below) and (2) any Subsidiary of an Unrestricted Subsidiary.

Clarke may designate any Subsidiary of Clarke (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Clarke or any Subsidiary of Clarke (other than any Subsidiary of the Subsidiary to be so designated or any other Unrestricted Subsidiary); provided that

	(1)	any Unrestricted Subsidiary must be an entity of which shares of the capital stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by Clarke,

	(2)	such designation complies with the covenant described under ‘‘Certain Covenants— Restricted Payments’’ and

	(3)	each of (1) the Subsidiary to be so designated and (2) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Clarke or any Restricted Subsidiary.

Clarke may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default shall have occurred and be continuing and either

(1)    Clarke could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under ‘‘Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ or

(2)    the Fixed Charge Coverage Ratio for Clarke and its Restricted Subsidiaries would be equal to or greater than such ratio for Clarke and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

Any such designation by Clarke shall be notified by Clarke to the trustee by promptly filing with the trustee a copy of any applicable Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. Notwithstanding the foregoing, as of the Issue Date, all of the subsidiaries of Clarke will be Restricted Subsidiaries.

‘‘Voting Stock’’ means, with respect to any Person that is (a) a corporation, any class or series of capital stock of such Person that is at the time entitled to vote in the election of directors thereof at a meeting of stockholders called for such purpose, without the occurrence of any additional event or contingency, (b) a limited liability company, membership interests entitled, by contract or otherwise, to manage, or to elect or appoint the Persons that will manage the operations or business of the limited liability company, or (c) a partnership, partnership interests entitled to elect or replace the general partner thereof.

‘‘Weighted Average Life to Maturity’’ means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

	(1)	the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

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	(2)	the sum of all such payments.

‘‘Wholly-Owned Subsidiary’’ of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

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Certain United States Federal Tax Considerations

The following discussion summarizes certain material U.S. federal income and estate tax considerations that may be relevant to the exchange of initial notes for exchange notes in accordance with the exchange offer as well as the ownership and disposition of the exchange notes by U.S. and non-U.S. holders, each as defined below who obtain the exchange notes in the exchange offer. This discussion is based on the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), applicable Treasury regulations promulgated and proposed thereunder, and current administrative pronouncements and judicial decisions. All of the foregoing is subject to change (possibly with retroactive effect) and any such change may result in U.S. federal income and estate tax consequences to a holder that are materially different from those described below. No rulings from the United States Internal Revenue Service (the ‘‘IRS’’) have been or are ex pected to be sought with respect to the matters described below, and consequently, the IRS may not take a similar view of the consequences described below. Because individual circumstances may differ, you are strongly urged to consult your tax advisor with respect to your particular tax situation and the particular tax effects of any state, local, foreign or other tax laws and possible changes in the tax laws.

The following discussion does not purport to be a complete analysis or listing of all potential U.S. federal income and estate tax considerations that may be relevant to a decision to acquire exchange notes or to the holding or disposition of the exchange notes, and does not address any other tax issues or consequences that might be applicable to a holder of the notes, such as tax consequences arising under the tax laws of any state, locality or foreign jurisdiction. Furthermore, this discussion does not address the U.S. federal income tax considerations applicable to holders subject to special rules, such as certain financial institutions, tax-exempt entities, real estate investment trusts, regulated investment companies, insurance companies, brokers, partnerships or other pass-through entities or investors in such entities, persons who have ceased to be U.S. citizens or to be taxed as resident aliens, persons subject to the alternative minimum tax, traders in securities that elect to use a mark-to-market method of accounting, individual retirement accounts or tax-deferred accounts, dealers in securities or currencies, persons holding notes in connection with a hedging or conversion transaction, a straddle or a constructive sale and holders whose functional currency is not the U.S. dollar. In addition, this discussion does not include any description of any estate tax consequences to U.S. holders and gift tax consequences to U.S. and Non-U.S. holders. The discussion below assumes that the notes are held as capital assets within the meaning of Section 1221 of the Code.

As used in this prospectus, a ‘‘U.S. holder’’ means a beneficial owner of an exchange note who or that is, for U.S. federal income tax purposes:

	•	an individual that is a citizen or resident of the United States;

	•	a corporation, or other entity treated as a corporation, created or organized in or under the laws of the United States or any of its political subdivisions;

	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

	•	a trust if either (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more ‘‘United States persons’’ within the meaning of the Code have the authority to control all substantial decisions of the trust, or (B) the trust has a valid election in effect under applicable Treasury regulations to be treated as a ‘‘United States person’’ within the meaning of the Code.

As used in this prospectus, a ‘‘Non-U.S. holder’’ means a beneficial owner of an exchange note who is, for U.S. federal income tax purposes, a nonresident alien individual, or a corporation, estate or trust that is not a U.S. holder.

If a partnership, or other entity taxable as a partnership for U.S. federal income tax purposes, holds an exchange note, the tax treatment of a partner will generally depend on the status of the partner and on the activities of the partnership. Holders of exchange notes that are partnerships or who would hold the exchange notes through a partnership or similar pass-through entity should consult their tax advisors regarding the U.S. federal income tax consequences to them of holding and disposing of the exchange notes.

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THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE APPLICATION OF U.S. FEDERAL TAX LAWS TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION.

Tax Considerations Applicable to U.S. Holders and Non-U.S. Holders

Exchange Offer

The exchange of the initial notes for the exchange notes under the registration rights agreement will not be treated as a taxable event to holders for U.S. federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note. A holder’s holding period for an exchange note should include the holding period for the original note exchanged under the registration rights agreement and the holder’s initial basis in an exchange note should be the same as the adjusted basis of such holder in the initial note at the time of the exchange. The U.S. federal income tax consequences of holding and disposing of an exchange note generally should be the same as the U.S. federal income tax consequences of holding and disposing of an initial note.

U.S. Holders

Payments of Interest

Interest on an exchange note generally will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder’s method of accounting for U.S. federal income tax purposes. Because the floating rate notes provide for a floating rate of interest, an accrual method U.S. holder of floating rate notes must include in income interest on such floating rate notes at the floating rate in effect for the first accrual period. The amount of interest actually recognized for any applicable period will increase (or decrease) if interest actually paid during the period is more (or less) than the amount included at the initial floating rate. In certain circumstances (see ‘‘Description of Notes—Optional Redemption—Repurchase at the Option of Holders—Change of Control’’), we may be obligated to pay a holder additional amounts in excess of stated interest or principal on th e exchange notes. According to Treasury regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount, timing or character of interest income to be currently recognized by a holder if there is only a remote chance as of the date the exchange notes were issued that any of the circumstances that would give rise to the payment of such additional amounts (considered both individually and in the aggregate) will occur. Because we believe the likelihood that we will be obligated to make any such payments is remote, we do not intend to treat the potential payment of any such amounts as part of the yield to maturity of any exchange notes. In the event such a contingency occurs, it would affect the amount and timing of the income that a holder must recognize. Our determination that these contingencies are remote is binding on a U.S. holder unless such U.S. holder discloses a contrary position in the manner required by applicable Treasury regulatio ns. Our determination is not, however, binding on the IRS and if the IRS were to challenge this determination, a holder might be required to accrue income on the exchange notes in excess of stated interest, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of an exchange note before the resolution of the contingencies.

Sale, Exchange or Disposition of the Notes

Upon the sale, taxable exchange or other taxable disposition of an exchange note (other than the exchange of a note under the registration rights agreement as discussed in ‘‘Tax Considerations Applicable to U.S. Holders and Non-U.S. Holders—Exchange Offer’’), a U.S. holder will generally recognize capital gain or loss in an amount equal to the difference between:

	•	the amount of cash plus the fair market value of any property received (other than any amount received attributable to accrued but unpaid interest not previously included in income, which will be taxable as ordinary income); and

	•	such holder’s adjusted tax basis in the note.

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A U.S. holder’s tax basis in an exchange note will generally be the cost of such note to the U.S. holder. Such gain or loss will be long-term capital gain or loss if at the time of sale, taxable exchange, retirement or other taxable disposition of the note, the holder held the note for more than one year. In the case of a non-corporate U.S. holder, any such long-term capital gain will be subject to tax at a reduced rate. Subject to limited exceptions, capital losses cannot be used to offset ordinary income.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to certain payments of principal of, and interest on, an exchange note, and the proceeds of disposition (including a redemption) of an exchange note before maturity, to U.S. holders other than certain exempt recipients such as corporations and certain tax-exempt organizations. In general, backup withholding at the then applicable rate (currently 28%) will be applicable to a U.S. holder, if such U.S. holder:

	•	fails to provide a correct taxpayer identification number (which, for an individual, would generally be his or her Social Security Number);

	•	is notified by the IRS that it is subject to backup withholding because it has failed to report interest or dividend income in full;

	•	fails to certify that the holder is exempt from withholding; or

	•	otherwise fails to comply with applicable requirements of the backup withholding rules.

Any amount withheld from payment to a holder under the backup withholding rules will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided the required information is timely furnished to the IRS. U.S. holders of exchange notes should consult their tax advisors regarding the application of backup withholding in their particular situation, the availability of an exemption from backup withholding and the procedure for obtaining such an exemption, if available.

Non-U.S. Holders

The rules governing U.S. federal income taxation of Non-U.S. holders are complex. Non-U.S. holders should consult with their own tax advisors to determine the effect of federal, state, local and foreign income tax laws, as well as treaties, with regard to an investment in the exchange notes, including any reporting requirements.

Payments of Interest

Subject to the discussion below concerning backup withholding, payments of interest on the exchange notes by us or our paying agent to a Non-U.S. holder, that are not effectively connected with the conduct of a U.S. trade or business, will generally not be subject to U.S. federal income tax or withholding tax, if:

	•	the Non-U.S. holder does not own directly or indirectly, actually or constructively, for U.S. federal income tax purposes, 10% or more of the total combined voting power of all classes of our voting stock;

	•	the Non-U.S. holder is not, for U.S. federal income tax purposes, a controlled foreign corporation related, directly or indirectly, to us through stock ownership under applicable rules of the Code;

	•	the Non-U.S. holder is not a bank receiving interest described in Section 881(c)(3)(A) of the Code; and

	•	the certification requirement, as described below, has been fulfilled with respect to the beneficial owner.

The certification requirement referred to above will be fulfilled if either (A) the Non-U.S. holder provides to us or our paying agent an IRS Form W-8BEN (or successor form), signed under penalties

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of perjury, that includes such holder’s name and address and a certification as to its Non-U.S. status, or (B) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business holds the note on behalf of the beneficial owner and provides a statement to us or our paying agent, signed under penalties of perjury, in which the organization, bank or financial institution certifies that it has received an IRS Form W-8BEN (or successor form) from the Non-U.S. holder or from another financial institution acting on behalf of such holder and furnishes us or our paying agent with a copy of the statement and otherwise complies with the applicable IRS requirements. Other methods might be available to satisfy the certification requirements described above, depending on the circumstances applicable to the Non-U.S. holder.

The gross amount of payments of interest that do not qualify for the exception from withholding described above (the ‘‘portfolio interest exemption’’) will be subject to U.S. federal withholding tax at a rate of 30% unless (A) the Non-U.S. holder provides a properly completed IRS Form W-8BEN (or successor form) claiming an exemption from or reduction in withholding under an applicable tax treaty, or (B) such interest is effectively connected with the conduct of a U.S. trade or business by such Non-U.S. holder and such holder provides us with a properly completed IRS Form W-8ECI (or successor form).

If a Non-U.S. holder is engaged in a trade or business in the United States and if interest on the exchange note or gain realized on the disposition of the exchange note is effectively connected with the conduct of such trade or business, the Non-U.S. holder generally will be subject to regular U.S. federal income tax on the interest or gain on a net basis in the same manner as if it were a U.S. holder, unless an applicable treaty provides otherwise. In addition, if the Non-U.S. holder is a foreign corporation engaged in a trade or business in the United States, it may also be subject to a branch profits tax at a rate of 30% on its earnings and profits for the taxable year, subject to certain adjustments, unless reduced or eliminated by an applicable tax treaty. Even though such effectively connected income is subject to income tax, and may be subject to the branch profits tax, it is not subject to withholding tax if the Non-U.S. holder satisfies the certificati on requirements described above.

As more fully described above under ‘‘Description of Notes—Optional Redemption—Repurchase at the Option of Holders—Change of Control’’ upon the occurrence of certain enumerated events we may be required to make payments of additional interest to holders of the exchange notes. If any such payments are made, they may be treated as interest, subject to the rules described above or as other income subject to U.S. federal withholding tax. Although the matter is not free from doubt, we intend to treat such payments made to Non-U.S. holders as subject to U.S. federal withholding tax at a rate of 30% subject to reduction or exemption (a) by an applicable treaty if the Non-U.S. holder provides an IRS Form W-8BEN certifying that it is entitled to treaty benefits or (b) upon the receipt of an IRS Form W-8ECI from a Non-U.S. holder claiming that such payments are effectively connected with the conduct of a trade or bu siness in the United States. Non-U.S. holders should consult their tax advisors as to the tax considerations relating to debt instruments that provide for one or more contingent payments, in particular as to the availability of the portfolio interest exemption, and the ability of Non-U.S. holders to claim the benefits of income tax treaty exemptions from U.S. withholding tax on interest, in respect of any such additional payments.

Sale, Exchange or Disposition of the Notes

Subject to the discussion below concerning backup withholding, a Non-U.S. holder of an exchange note generally will not be subject to U.S. federal income tax on gain realized on the sale, exchange or other taxable disposition of such note unless:

	•	such holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition, and certain other conditions are met (in which case, the Non-U.S. holder will be subject to U.S. federal income tax at a rate of 30% (or a reduced rate under an applicable treaty) on the amount by which capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources);

	•	such gain represents accrued but unpaid interest not previously included in income, in which case the rules regarding interest would apply; or

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	•	such gain is effectively connected with the conduct by such Non-U.S. holder of a trade or business in the U.S. and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment maintained by such Non-U.S. Holder (in which case, the Non-U.S. holder will generally be taxed on its net gain derived from the disposition at the regular graduated U.S. federal income tax rates and in much the same manner applicable to U.S. persons and, if the Non-U.S. holder is a foreign corporation, the ‘‘branch profits tax’’ described above may also apply).

Federal Estate Tax

A note held (or treated as held) by an individual who is a Non-U.S. holder (as specifically defined for U.S. federal estate tax purposes) at the time of his or her death will not be subject to U.S. federal estate tax, provided the interest on the note is exempt from withholding of U.S. federal income tax under the ‘‘portfolio interest exemption’’ described above (without regard to the certification requirement) and income on such note was not U.S. trade or business income. If you are an individual, you should consult with your tax advisor regarding the possible application of the U.S. federal estate tax to your particular circumstances, including the effect of any applicable treaty.

Information Reporting and Backup Withholding

Unless certain exceptions apply, we must report annually to the IRS and to each Non-U.S. holder any interest paid to the Non-U.S. holder. Copies of these information returns may also be made available under the provisions of a specific treaty or other agreement to the tax authorities of the country in which the Non-U.S. holder resides.

Under current U.S. federal income tax law, backup withholding tax will not apply to payments of interest by us or our paying agent on a note if the certifications described above under ‘‘Non-U.S. Holders—Payments of Interest’’ are received, provided that we or our paying agent, as the case may be, do not have actual knowledge or reason to know that the payee is a U.S. person.

Payments on the sale, exchange or other disposition of a note made to or through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting unless the non-U.S. broker has certain types of relationships with the United States (a ‘‘U.S. related person’’). In the case of payment on the sale, exchange or other disposition of the notes to or through a non-U.S. office of a broker that is either a U.S. person or a U.S. related person, the Treasury regulations require information reporting (but not backup withholding) on the payment unless the broker has in its records documentary evidence that the beneficial owner is not a U.S. person and certain other conditions are met or the beneficial owner otherwise establishes an exemption. Backup withholding may apply to any payment that such broker is required to report if the broker has actual knowledge or reason to know that the payee is a U.S. p erson. Payments to or through the U.S. office of a broker will be subject to backup withholding and information reporting unless the holder certifies, under penalties of perjury, that it is not a U.S. person or otherwise establishes an exemption.

Backup withholding is not an additional tax: any amounts withheld from a payment to a Non-U.S. holder under the backup withholding rules will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS. Non-U.S. holders of exchange notes should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of an exemption from backup withholding and the procedure for obtaining such an exemption, if available.

The foregoing discussion is for general information only and is not tax advice. Accordingly, you should consult your tax advisor as to the particular tax consequences to you of purchasing, holding and disposing of the notes, including the applicability and effect of any state, local, or non-U.S. tax laws and any tax treaty and any recent or prospective changes in any applicable tax laws or treaties.

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Plan of Distribution

Each broker-dealer who holds initial notes that are transfer restricted securities that were acquired for its own account as a result of market-making activities or other trading activities (other than transfer restricted securities acquired directly from us or any of our affiliates), may exchange such transfer restricted securities under the exchange offer.

Each broker-dealer that receives exchange notes for its own account under the exchange offer in exchange for initial notes acquired by such broker-dealer 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, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales, offers to resell or other transfers of the exchange notes received by it in connection with the exchange offer. Accordingly, each such broker-dealer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. 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 Securit ies Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for initial notes where such initial notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of one year after the completion of this exchange offer or for such shorter period ending on the date when all of the notes have been sold, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until             , 2007, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account under 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 exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such 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 and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account under the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an &lsqu o;‘underwriter’’ within the meaning of the Securities Act and any profit of any such resale of exchange 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.

Legal Matters

Certain legal matters in connection with the exchange notes and guarantees will be passed upon for us by Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York. Schwabe, Williamson & Wyatt, P.C. will pass on certain legal matters of Oregon law relating to the Oregon guarantor. Troutman Sanders LLP will pass on certain legal matters of Georgia law relating to the Georgia guarantors. Paul, Weiss, Rifkind, Wharton & Garrison LLP has relied upon the opinion of these firms as to matters of state law in the indicated jurisdictions. Paul, Weiss, Rifkind, Wharton & Garrison LLP has represented M & F Worldwide and its related parties from time to time.

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EXPERTs

The consolidated financial statements of Clarke American Corp. as of December 31, 2006 and December 31, 2005, and for the fiscal year ended December 31, 2006 and for the periods from December 15, 2005 to December 31, 2005, from April 1, 2005 to December 14, 2005 and from January 1, 2005 to March 31, 2005, included in this prospectus, have been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their report appearing herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Clarke American Corp. for the fiscal year ended December 31, 2004 included in this prospectus have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements and the related financial statement schedule of John H. Harland Company as of December 31, 2006 and 2005, and for each of the three years in the period ended December 31, 2006, and management’s report on the effectiveness of internal control over financial reporting as of December 31, 2006 included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in the prospectus (which reports (1) express an unqualified opinion on the financial statements and financial statement schedule and include an explanatory paragraph regarding John H. Harland Company’s adoption of Statement of Financial Accounting Standards No. 123(R), Share Based Payment, on January&n bsp;1, 2006 and Statement of Financial Accounting Standards No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans-An amendment of FASB Statements No. 87, 88, 106, and 132R, on December 31, 2006, (2) express an unqualified opinion on management’s assessment regarding the effectiveness of internal control over financial reporting, and (3) express an unqualified opinion on the effectiveness of internal control over financial reporting), and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Where You Can Find More Information

We have filed with the SEC a registration statement on Form S-4 to register the issuance of the exchange notes. Upon the effectiveness of this registration statement on Form S-4, we will become subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and will be required to file reports and other information with the SEC. This prospectus, which forms part of the registration statement, does not contain all of the information included in that registration statement. For further information about us and the exchange notes offered in this prospectus, you should refer to the registration statement and its exhibits. You may read and copy any document we file with the Commission at the Commission’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Copies of these reports, proxy statements and information may be obtained at prescribed rates from the Public Reference Section of the Commission. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. In addition, the Commission maintains a web site that contains reports, proxy statements and other information regarding registrants, such as us, that file electronically with the Commission. The address of this web site is http://www.sec.gov.

Anyone who receives a copy of this prospectus may obtain a copy of the indenture without charge by writing to Harland Clarke Holdings Corp., 2939 Miller Road, Decatur, GA 30035, Attention: Treasurer.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES

			Pages
Clarke American Corp. and Subsidiaries
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm			F-2
Report of Independent Registered Public Accounting Firm			F-3
Consolidated Balance Sheets – December 31, 2006 and 2005			F-4
Consolidated Statements of Operations – The Year Ended December 31, 2006, Periods from December 15 to 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005 and the Year Ended December 31, 2004			F-5
Consolidated Statements of Stockholder’s Equity (Deficit) – The Year Ended December 31, 2006, Periods from December 15 to 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005 and the Year Ended December 31, 2004			F-6
Consolidated Statements of Cash Flows – The Year Ended December 31, 2006, Periods from December 15 to 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005 and the Year Ended December 31, 2004			F-7
Notes to Consolidated Financial Statements			F-8
Unaudited Consolidated Financial Statements
Consolidated Balance Sheets – March 31, 2007			F-29
Consolidated Statements of Income – March 31, 2007			F-30
Consolidated Statements of Cash Flows – March 31, 2007			F-31
Notes to Consolidated Financial Statements			F-32
John H. Harland Company and Subsidiaries
Audited Consolidated Financial Statements
Consolidated Balance Sheets – December 31, 2006 and 2005			F-42
Consolidated Statements of Income – Years ended December 31, 2006, 2005 and 2004			F-44
Consolidated Statements of Cash Flows – Years ended December 31, 2006, 2005 and 2004			F-45
Consolidated Statements of Shareholders’ Equity – Years ended December 31, 2006, 2005 and 2004			F-46
Notes to Consolidated Financial Statements			F-47
Report of Independent Registered Public Accounting Firm			F-78
Report of Independent Registered Public Accounting Firm			F-79
Supplemental Financial Information (Unaudited)			F-81
Schedule II — Valuation and Qualifying Accounts			F-83
Unaudited Consolidated Financial Statements
Condensed Consolidated Balance Sheets – March 30, 2007			F-84
Condensed Consolidated Statements of Income – March 30, 2007			F-86
Condensed Consolidated Statements of Cash Flows – March 30, 2007			F-87
Notes to Condensed Consolidated Financial Statements			F-88

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholder of
Clarke American Corp.

We have audited the accompanying consolidated balance sheets of Clarke American Corp. and Subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholder’s equity (deficit), and cash flows for the year ended December 31, 2006 and the periods from December 15, 2005 to December 31, 2005, from April 1, 2005 to December 14, 2005 and from January 1, 2005 to March 31, 2005. 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 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. We were not engaged to perform an audit of the Clarke American Corp. and Subsidiaries’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Clarke American Corp. and Subsidiaries’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significa nt estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Clarke American Corp. and Subsidiaries at December 31, 2006 and 2005 and the consolidated results of their operations and their cash flows for the year ended December 31, 2006 and the periods from December 15, 2005 to December 31, 2005, from April 1, 2005 to December 14, 2005 and from January 1, 2005 to March 31, 2005 in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

San Antonio, Texas
February 22, 2007, except for the last paragraph of
    Note 14, as to which the date is June 12, 2007

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Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder
of Clarke American Corp.:

In our opinion, the consolidated statements of operations, shareholder’s equity/(deficit) and cash flows for the year ended December 31, 2004 present fairly, in all material respects, the results of operations and cash flows of Novar USA Inc. and its subsidiaries for the year ended December 31, 2004, 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 audit. We conducted our audit 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 disclosu res 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 audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 22, 2005, except for Note 19,
as to which the date is April 12, 2006 and
Note 14, as to which the date is June 12, 2007

F-3

Table of Contents

Clarke American Corp. and Subsidiaries
Consolidated Balance Sheets
(in millions, except per share data)

			December 31,
			2006						2005
ASSETS
Current assets:
Cash and cash equivalents				$	30.5					$	6.2
Accounts receivable, net					19.8						23.2
Inventories					13.6						13.9
Prepaid expenses and other					16.2						20.8
Total current assets					80.1						64.1
Property, plant and equipment, net					92.4						103.1
Goodwill					346.8						349.0
Other intangible assets, net					550.9						577.3
Other assets					48.1						56.4
Total assets				$	1,118.3					$	1,149.9
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable				$	21.1					$	33.8
Accrued liabilities					45.4						41.3
Current maturities of long-term debt					46.6						16.5
Total current liabilities					113.1						91.6
Long-term debt					557.2						609.7
Deferred tax liabilities					221.9						238.7
Other liabilities					6.8						8.7
Total liabilities					899.0						948.7
Commitments and contingencies					—						—
Stockholder’s equity:
Common stock – 200 shares authorized; par value $0.01; 100 shares issued and outstanding at December 31, 2006 and 2005					—						—
Additional paid-in capital					202.5						202.5
Retained earnings (accumulated deficit)					16.7						(1.3	)
Accumulated other comprehensive income					0.1						—
Total stockholder’s equity					219.3						201.2
Total liabilities and stockholder’s equity				$	1,118.3					$	1,149.9

See Notes to Consolidated Financial Statements

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Table of Contents

Clarke American Corp. and Subsidiaries
Consolidated Statements of Operations
(in millions)

The purchase method of accounting was used to record assets and liabilities assumed by the Company. Such accounting generally results in increased depreciation recorded in future periods. Accordingly, the accompanying financial statements of the Successor, Predecessor (Honeywell) and Predecessor (Novar) are not comparable in all material respects since those financial statements report financial position, results of operations and cash flows of these separate entities. See Note 1.

			2006						2005																		2004
			Successor						Successor						Predecessor (Honeywell)						Predecessor (Novar)						Predecessor (Novar)
			Year Ended Dec. 31						Dec. 15 to Dec. 31						Apr. 1 to Dec. 14						Jan. 1 to Mar. 31						Year Ended Dec. 31
Net revenues				$	623.9					$	24.1					$	439.9					$	154.4					$	607.6
Cost of revenues					389.7						17.4						285.6						91.1						353.1
Gross profit					234.2						6.7						154.3						63.3						254.5
Selling, general and administrative expenses					147.2						6.0						100.8						39.2						147.5
Operating income					87.0						0.7						53.5						24.1						107.0
Interest income					—						—						1.1						0.1						0.3
Interest expense					(60.0	)					(2.8	)					(3.5	)					(5.7	)					(19.4	)
Interest expense, net					(60.0	)					(2.8	)					(2.4	)					(5.6	)					(19.1	)
Income (loss) before income taxes					27.0						(2.1	)					51.1						18.5						87.9
Provision (benefit) for income taxes					7.5						(0.8	)					20.1						7.5						23.5
Net income (loss)				$	19.5					$	(1.3	)				$	31.0					$	11.0					$	64.4

See Notes to Consolidated Financial Statements

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Table of Contents

Clarke American Corp. and Subsidiaries
Consolidated Statements of Stockholder’s Equity (Deficit)
(in millions)

The purchase method of accounting was used to record assets and liabilities assumed by the Company. Such accounting generally results in increased depreciation recorded in future periods. Accordingly, the accompanying financial statements of the Successor, Predecessor (Honeywell) and Predecessor (Novar) are not comparable in all material respects since those financial statements report financial position, results of operations and cash flows of these separate entities. See Note 1.

			Successor						Predecessor						Additional Paid-in Capital (Capital Deficiency)						Retained Earnings (Accumulated Deficit)						Unearned Deferred Compensation						Accumulated Other Comprehensive Income/(Loss)						Total
			Shares of Common Stock
Predecessor (Novar)
Balance, December 31, 2003					—						100					$	—					$	(235.5	)				$	(1.3	)				$	(0.3	)				$	(237.1	)
Net income																							64.4																		64.4
Invested capital equity																							65.5																		65.5
Stock-based compensation																							7.6						(1.7	)											5.9
Balance, December 31, 2004					—						100					$	—					$	(98.0	)				$	(3.0	)				$	(0.3	)				$	(101.3	)
Net income																							11.0																		11.0
Stock-based compensation																							2.1						3.0												5.1
Balance, March 31, 2005					—						100					$	—					$	(84.9	)				$	—					$	(0.3	)				$	(85.2	)
Predecessor (Honeywell)
Purchase by Honeywell																	306.0						84.9												0.3						391.2
Balance, April 1, 2005					—						100					$	306.0					$	—					$	—					$	—					$	306.0
Deemed capital contribution																	433.0																								433.0
Net income																							31.0																		31.0
Distribution to parent																	(33.6	)					(31.0	)																	(64.6	)
Other																	0.4																								0.4
Balance, December 14, 2005					—						100					$	705.8					$	—					$	—					$	—					$	705.8
Successor
Purchase by M & F Worldwide					100						(100	)					(503.3	)					—						—						—						(503.3	)
Balance, December 15, 2005					100						—					$	202.5					$	—					$	—					$	—					$	202.5
Net loss																							(1.3	)																	(1.3	)
Balance, December 31, 2005					100						—					$	202.5					$	(1.3	)				$	—					$	—					$	201.2
Net income																							19.5																		19.5
Derivative fair-value adjustment, net of tax																																			0.1						0.1
Total comprehensive income																	—						19.5						—						0.1						19.6
Dividend paid to parent																							(1.5	)																	(1.5	)
Balance, December 31, 2006					100						—					$	202.5					$	16.7					$	—					$	0.1					$	219.3

See Notes to Consolidated Financial Statements

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Table of Contents

Clarke American Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(in millions)

The purchase method of accounting was used to record assets and liabilities assumed by the Company. Such accounting generally results in increased depreciation recorded in future periods. Accordingly, the accompanying financial statements of the Successor, Predecessor (Honeywell) and Predecessor (Novar) are not comparable in all material respects since those financial statements report financial position, results of operations and cash flows of these separate entities. See Note 1.

			2006						2005																		2004
			Successor						Successor						Predecessor (Honeywell)						Predecessor (Novar)						Predecessor (Novar)
			Year Ended December 31						Dec. 15 to Dec. 31						Apr. 1 to Dec. 14						Jan. 1 to Mar. 31						Year Ended December 31
Operating activities
Net income (loss)				$	19.5					$	(1.3	)				$	31.0					$	11.0					$	64.4
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation					25.9						0.9						17.1						5.5						22.7
Amortization					28.6						1.3						25.6						0.2						0.6
Amortization of deferred financing fees and original discount					3.2						0.1						—						—						—
Deferred income taxes					(13.5	)					(1.5	)					(14.6	)					1.0						(3.8	)
Stock-based compensation					—						—						—						3.4						5.8
Changes in operating assets and liabilities:
Trade and affiliate receivables					3.4						1.4						7.2						8.8						(5.1	)
Inventories					0.3						1.8						2.1						0.7						0.3
Prepaid expenses and other assets					11.7						1.1						0.3						(7.3	)					(7.5	)
Trade and affiliate payables					0.5						(3.1	)					2.9						2.1						1.8
Accrued expenses and deferred liabilities					0.2						2.8						2.6						(7.1	)					4.5
Income taxes					(1.1	)					0.7						24.7						(5.1	)					(20.4	)
Mark-to-market of financial instruments					—						—						—						—						(0.5	)
Other, net					0.5						0.1						0.8						(0.2	)					0.5
Net cash provided by operating activities					79.2						4.3						99.7						13.0						63.3
Investing activities
Proceeds from sale of property and equipment					—						—						—						—						0.7
Purchase of Alcott Routon, net of cash acquired					—						—						—						—						(11.4	)
Capitalized interest					(1.0	)					—						—						—						—
Capital expenditures					(14.7	)					(1.1	)					(14.7	)					(2.6	)					(17.3	)
Net cash used in investing activities					(15.7	)					(1.1	)					(14.7	)					(2.6	)					(28.0	)
Financing activities
Dividends paid					(1.5	)					—						(64.6	)					—						—
Capital distributions to parent and invested capital equity					—						—						—						1.8						65.5
Cash overdrafts					(13.2	)					(3.5	)					5.7						(5.6	)					8.7
Payments received on notes receivable from affiliates					—						—						24.8						—						25.7
Amounts loaned on notes receivable from affiliates					—						—						—						—						(40.0	)
Borrowings on affiliate notes					—						—						—						19.9						187.7
Repayments of affiliate notes					—						—						(59.3	)					(21.3	)					(282.7	)
Borrowings on external debt					3.3						6.4						—						—						—
Repayments of external debt					(27.8	)					(2.5	)					(0.7	)					—						—
Net cash (used in) provided by financing activities					(39.2	)					0.4						(94.1	)					(5.2	)					(35.1	)
Net increase (decrease) in cash and cash equivalents					24.3						3.6						(9.1	)					5.2						0.2
Cash and cash equivalents at beginning of period					6.2						2.6						11.7						6.5						6.3
Cash and cash equivalents at end of period				$	30.5					$	6.2					$	2.6					$	11.7					$	6.5
Supplemental disclosure of cash paid for:
Interest paid				$	59.3					$	—					$	25.8					$	16.0					$	19.9
Income taxes paid, net of refunds				$	22.3					$	—					$	10.6					$	11.5					$	46.9

See Notes to Consolidated Financial Statements

F-7

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2006
(in millions)

1.	Description of Business and Basis of Presentation

Clarke American Corp. (‘‘Clarke American’’) is a holding company that conducts its operations through its wholly owned subsidiaries, B²Direct, Inc. (‘‘B2D’’), Checks In The Mail, Inc. (‘‘CITM’’), and Clarke American Checks, Inc. (‘‘CACI’’). CA Investment Corp. (‘‘CA Investment’’) was incorporated in Delaware on October 19, 2005. On December 15, 2005, CA Investment, an indirect wholly owned subsidiary of M & F Worldwide Corp. (‘‘M & F Worldwide’’) purchased 100% of the capital stock of Novar USA Inc. (‘‘Novar’’) and was renamed ‘‘Clarke American Corp.’’ (see Note 3). Clarke American Corp. is the successor by merger to Novar, which indirectly wholly owned the operating subsidiaries of the Clarke American business.

The consolidated financial statements include the accounts of Clarke American and its subsidiaries (collectively, the ‘‘Company’’) after elimination of all material intercompany accounts and transactions.

The Company is a leading provider of checks and related products, direct marketing services and contact center services in the U.S. The Company serves financial institutions through its Clarke American and Alcott Routon brands (the ‘‘Financial Institution’’ segment) and consumers and businesses directly through its Checks In The Mail and B²Direct brands (the ‘‘Direct to Consumer’’ segment). The Financial Institution segment’s products primarily consist of checks and related products, such as deposit tickets, checkbook covers, and related delivery services, and it also offers specialized direct marketing and contact center services to its financial institution clients. The Direct to Consumer segment’s products primarily consist of checks and related products, customized business kits, and treasury management supplies.

Effective April 1, 2005, Honeywell Acquisitions Limited, a wholly owned subsidiary of Honeywell International Inc. (together ‘‘Honeywell’’ or ‘‘Predecessor (Honeywell)’’) purchased the stock of Novar plc (‘‘Predecessor (Novar)’’), which until then was the Company’s indirect parent. On May 4, 2005, Honeywell reorganized the Novar businesses and transferred ownership of a former subsidiary Novar USA Holdings Inc. (‘‘NUHI’’) to another Honeywell entity that was not a part of the Novar legal structure. Since the reorganization was a transaction between entities under common control, the results of operations and financial position of NUHI have been eliminated from these financial statements on an as-if pooling basis for the 2005 and 2004 periods. Also, in connection with the reorganization, Honeywell issued a note receivable in the amount of $424.0 in exchange for the businesses transferred. This note receivable was then transferred back to Honeywell to satisfy certain notes payable.

Although the Company was not a separate stand-alone company from Novar plc during the fiscal year ended December 31, 2004, the three months ended March 31, 2005 or the period from April 1, 2005 through May 3, 2005, the accompanying financial statements have been prepared as if the Company had existed as a stand-alone company for such periods. These financial statements include balances that were directly attributable to the Novar plc business after giving effect to the reorganization described above. Certain amounts of Novar plc’s corporate expenses including legal, accounting, infrastructure and other costs, although not directly attributable to the Company’s operations, have been allocated to the Company for the year ended December 31, 2004 and the periods from January 1 to March 31, 2005 and April 1 to December 14, 2005 on a basis that the Company considers to be a rea sonable allocation of the benefits received. However, the financial information presented in these financial statements may not reflect the combined financial position, operating results and cash flows of the Company had the Company been a separate stand-alone entity during the year ended December 31, 2004 and the periods from January 1 to March 31, 2005 and April 1 to December 14, 2005.

As a result of the changes in ownership caused by M & F Worldwide’s acquisition of Clarke American (the ‘‘Clarke American Acquisition’’) (see Note 3) and the acquisition by Honeywell

F-8

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

described above, the Company is required to present separately its operating results for its two predecessors. The period during which the Company’s business was owned by Honeywell (April 1, 2005 to December 14, 2005) is presented in the accompanying financial statements as ‘‘Predecessor (Honeywell).’’ The period prior to the acquisition of the Company’s business by Honeywell (the three months ended March 31, 2005 and the fiscal year ended December 31, 2004) is presented in the accompanying financial statements as ‘‘Predecessor (Novar).’’ The periods subsequent to the Clarke American Acquisition are presented in the accompanying financial statements as ‘‘Successor.’’ The purchase method of accounting, pursuant to Statement of Financial Accounting Standards (‘‘SFAS’’) No. 141, ‘‘Business Combinations,’’ was used to record the assets and liabilities a ssumed by the Company in the Clarke American Acquisition and by the Predecessor (Honeywell) in the acquisition by Honeywell. Such accounting generally results in increased depreciation and amortization recorded in periods subsequent to the acquisitions. Accordingly, the accompanying financial statements of the Predecessors and the Successor are not comparable in all material respects since those financial statements report financial position, results of operations and cash flows of these separate entities.

2.	Summary of Significant Accounting Policies

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

The Company records revenues as products are shipped or services are performed. Title and risk of loss for orders shipped passes to customers upon shipment. Revenues are recorded net of any applicable discounts, rebates and allowances for sales returns. Delivery revenues are presented gross within revenues and delivery costs presented gross within cost of revenues.

The Company’s contracts with its customers generally specify that certain amounts be repaid to the Company upon early termination of the contract. When such a termination occurs, the amounts repaid are offset against any outstanding prepaid rebate balance related to the terminating customer, with any resulting excess reported as an increase in revenue. The Company recorded revenue related to contract terminations of $1.1, $0.1, $2.5, $0.2, and $4.2 for fiscal year 2006, the periods December 15 to December 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005, and fiscal year 2004, respectively.

Revenues for direct response marketing services are recognized from the Company’s fixed price direct mail and marketing contracts based on the proportional performance method for time and materials at relative fair value for specific projects. Deferred revenue, representing amounts billed to the customer in excess of amounts earned, is included in accrued expenses in the accompanying consolidated balance sheets.

Cash Equivalents

The Company considers all cash on hand, money market funds and other highly liquid investments with maturity, when purchased, of three months or less to be cash and cash equivalents. Under the terms of the Company’s bank agreements, outstanding checks in excess of the cash balances in the Company’s accounts create a bank overdraft liability. As of December 31, 2006 and 2005, such overdrafts were $0.0 and $13.2, respectively, and are included in accounts payable in the accompanying consolidated balance sheets.

F-9

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

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 losses in its existing accounts receivable. The allowance is determined based on historical write-off experience and is reviewed monthly. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2006 and 2005, the allowances for doubtful accounts were negligible and are included in net accounts receivable in the accompanying consolidated balance sheets.

Inventories

The Company states inventories at the lower of cost or market value. Inventories purchased from external suppliers are stated at moving average cost, and inventories manufactured internally are stated at average cost.

The Company adopted the provisions of Statement of Financial Accounting Standards (‘‘SFAS’’) No. 151, ‘‘Inventory Costs, an amendment of ARB No. 43, Chapter 4’’ on January 1, 2006. Among other things, SFAS No. 151 clarifies that certain operating costs should be recognized as current period charges and requires the allocation of fixed production overheads to inventory. Adoption of SFAS No. 151 did not have a material impact on the Company’s financial statements.

Upfront Contract Acquisition Payments

The Company has contracts with certain clients that require prepayments. The upfront contract acquisition payments are amortized on a straight-line basis over the terms of the respective contracts as a reduction of revenue. The contracts allow for the Company to recoup, at a minimum, the unamortized prepayment in the event that a contract is terminated early. The unamortized upfront contract acquisition payments balances are included in other assets in the accompanying consolidated balance sheets.

Advertising

Direct-response advertising is capitalized and amortized over its expected period of future benefits, and consists primarily of inserts that include order coupons for CITM’s products which are amortized for a period of up to 18 months. Custom advertising pieces for Clarke American Checks Inc. were capitalized during 2004 and were amortized over 30 months. These costs are amortized following their distribution, and are charged to match the advertising expense with the related revenue streams. Other advertising activities include product catalogs and price sheets, which are expensed when issued to the Company’s financial institution clients for use. The Company’s advertising expense was $15.5, $0.5, $10.0, $4.0, and $16.3 for fiscal year 2006, the periods December 15 to December 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005, and fiscal year 2004, respectively. Unamortized bal ances are included in other current and non-current assets in the accompanying consolidated balance sheets.

Property, Plant and Equipment

The Company states property, plant and equipment at cost. Maintenance and repairs are charged to expense as incurred. Additions, improvements and replacements that extend the asset life are capitalized. Depreciation is provided on a straight-line basis over the estimated useful lives of such assets. The Company amortizes leasehold improvements over the shorter of the useful life of the

F-10

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

related asset or the current lease term. Certain leases also contain tenant improvement allowances, which are recorded as a leasehold improvement and deferred rent and amortized over the lease term. The Company eliminates cost and accumulated depreciation applicable to assets retired or otherwise disposed of from the accounts and reflects any gain or loss on such disposition in operating results. The Company capitalizes the costs incurred during the development stage on internally developed software and amortizes the costs over the estimated useful life of the software. Capitalized software is reviewed annually and adjusted to the lower of cost or net realizable value. The Company capitalizes interest on qualified long-term projects and depreciates it over the life of the related asset.

The useful lives for computing depreciation are as follows:

Buildings			20 – 40 years
Machinery and equipment			3 – 15 years
Leasehold improvements			1 – 15 years
Computer software and hardware			3 –   8 years
Furniture, fixtures and transportation equipment			3 – 10 years

Goodwill and Acquired Intangible Assets

Goodwill represents the excess of cost (purchase price) over the fair value of net assets acquired. Acquired intangibles are recorded at fair value as of the date acquired using the purchase method. Goodwill and other intangibles determined to have an indefinite life are not amortized, but are tested for impairment at least annually or when events or changes in circumstances indicate that the assets might be impaired.

The goodwill impairment test is a two-step process, which requires management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of the Company’s reporting units based on discounted cash flow models using revenue and profit forecasts and comparing the estimated fair values with the carrying values of the Company’s reporting units, which include the goodwill. If the estimated fair values are less than the carrying values, a second step is performed to compute the amount of the impairment by determining an ‘‘implied fair value’’ of goodwill. The determination of the Company’s ‘‘implied fair value’’ requires the Company to allocate the estimated fair value to the assets and liabilities of the reporting unit. Any unallocated fair value represents the ‘‘implied fair value’’ of goodwill, which is compared to the corresponding carrying value. The Company conducted its annual goodwill impairment test in the fourth quarter of 2006 and concluded there was no impairment.

The Company measures impairment of its indefinite lived intangible assets, which consist of certain trade names and trademarks, based on projected discounted cash flows. The Company also re-evaluates the useful life of these assets annually to determine whether events and circumstances continue to support an indefinite useful life. The Company’s indefinite lived intangible asset impairment test is completed annually in the fourth quarter. For 2006, the Company completed the annual impairment test and concluded there was no impairment.

Accounting for Long-Lived Assets

The Company assesses on an ongoing basis the recoverability of long-lived assets other than goodwill and indefinite lived intangible assets based on estimates of future undiscounted cash flows compared to net book value. If the future undiscounted cash flow estimates were less than net book value, net book value would then be reduced to estimated fair value, which generally approximates discounted cash flows. The Company also evaluates the amortization periods of assets to determine whether events or circumstances warrant revised estimates of useful lives.

F-11

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

Income Taxes

The Company computes income taxes under the liability method. Under the liability method, the Company generally determines deferred income taxes based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company records net deferred tax assets when it is more likely than not that it will realize the tax benefits.

Stock-Based Compensation

Subsequent to the acquisition of Novar by Honeywell on April 1, 2005, there have been no new stock options or other stock-based compensation arrangements. Prior to April 1, 2005, certain employees of the Company previously participated in stock plans established by Novar plc, as described more fully in Note 12. During the periods prior to April 1, 2005, the Company accounted for stock-based compensation plans using the intrinsic value method prescribed in Accounting Principles Board (‘‘APB’’) Opinion No. 25, ‘‘Accounting for Stock Issued to Employees,’’ and related interpretations. Accordingly, in fiscal years 2005 and 2004, the Company measured compensation cost for stock options as the excess, if any, of the fair value of the relevant stock at the date of the grant over the amount an employee must pay to acquire the stock. The following table illustrates the effect on net income if t he Company had applied the fair value recognition provisions of SFAS No. 123, ‘‘Accounting for Stock-Based Compensation,’’ as amended, to stock-based employee compensation. All outstanding stock options were fully vested as of April 1, 2005, as a result of the Honeywell acquisition. Following the Honeywell acquisition, all plans were discontinued and closed to further vesting, resulting in the recognition of $3.0 in unearned deferred compensation.

			Year Ended December 31, 2004
Net income as reported				$	64.4
Add stock-based employee compensation expense included in reported net income, net of taxes					3.5
Deduct: total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects					(0.6	)
Pro forma net income				$	67.3

The estimated fair value of stock-based compensation for the granted options was amortized to expense primarily over the vesting period for purposes of the pro forma disclosures above. The fair value of each option granted in 2004 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: expected volatility of 36.3%; risk free interest rate of 3.9%; expected life of ten years; and dividend yield of 4.8%. The estimated average fair value per share of options granted during 2004 was $0.64.

Derivative Financial Instruments

The Company began using derivative financial instruments in 2006 to manage interest rate risk related to a portion of its long-term debt. The Company recognizes all derivatives at fair value as either assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, the Company recognizes the changes in fair value of these instruments in other comprehensive income until the underlying debt instrument being hedged is settled or the Company determines that the specific hedge accounting criteria are no longer met.

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Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

As of December 31, 2006, the Company recorded an asset of $0.1 and an offsetting credit in other comprehensive income, net of tax, related to its interest rate swap, which is accounted for as a cash flow hedge (see Note 14). The Company was not a party to any derivative instruments during 2005 and 2004.

New Accounting Pronouncements

The Company adopted the provisions of SFAS No. 158, ‘‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)’’ in the fourth quarter of 2006. SFAS No. 158 requires an entity to recognize in its statement of financial position an asset for a defined benefit postretirement plan’s overfunded status or a liability for a plan’s underfunded status; measure a defined benefit postretirement plan’s assets and obligations that determine its funded status as of the end of the employer’s fiscal year, and recognize changes in the funded status of a defined benefit postretirement plan in comprehensive income in the year in which the changes occur. The adoption of SFAS No. 158 did not have a material impact on the Company’s financial statements.

In June 2006, the Financial Accounting Standards Board (‘‘FASB’’) issued FASB Interpretation No. 48, ‘‘Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109’’ (‘‘FIN 48’’). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements in accordance with FASB Statement No. 109, ‘‘Accounting for Income Taxes.’’ FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company is required to adopt the provisions of FIN 48 in the first quarter of 2007. The Company is currently evaluating the impact of FIN 48 on it s consolidated results of operations and financial position.

In June 2006, the FASB ratified EITF Issue No. 06-3, ‘‘How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation)’’ (‘‘EITF 06-3’’). EITF 06-3 is applicable for any tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction between a seller and a customer, and may include, but is not limited to, sales, use, value added, and some excise taxes. EITF 06-3 requires companies to disclose whether they present such taxes on a gross basis (included in revenues and costs) or a net basis. In addition, for any such taxes that are reported on a gross basis, companies are required to disclose the amounts of those taxes in interim and annual financial statements for each period for which an income statement is presented if those amounts are significant. EITF 06-3 is effective for interim and annual reporting periods beginning after December 15, 2006. The Company will include the required disclosures in its interim and annual financial statements beginning with the first quarter of 2007.

In September 2006, the FASB issued SFAS No. 157, ‘‘Fair Value Measurement.’’ SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, but does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of SFAS No. 157 on its consolidated results of operations and financial position.

In February 2007, the FASB issued SFAS No. 159, ‘‘The Fair Value Option for Financial Assets and Financial Liabilities.’’ SFAS No. 159 provides companies with an option to report selected

F-13

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

financial assets and liabilities at fair value and requires entities to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is permitted. The Company is currently evaluating the impact of SFAS No. 159 on its consolidated results of operations and financial position.

3.	Acquisitions

Acquisition of Alcott Routon

In March 2004, the Company acquired 100% of the stock of Alcott Routon, Inc. (‘‘ARI’’) for a purchase price of $12.0 to enhance the direct marketing capabilities of the Company. Acquisition costs of $0.2 were also incurred. The results of ARI’s operations have been included in the consolidated financial statements since the acquisition date. ARI develops, sells and implements direct response marketing services, primarily to financial institutions. The purchase agreement contains contingent payout provisions to the prior ARI shareholders and employees, who are now employees of the Company, that are due three years from the closing should certain financial performance criteria be met. The maximum contingent payout of $3.0 is payable in April 2007, and is treated for accounting purposes as compensation expense when earned. The Company has accrued $3.0 as of December 31, 2006, which is included in accrued liabilities in the consolidated balance sheet. At December 31, 2005, the Company had accrued $1.9, which is included in other liabilities in the consolidated balance sheet.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:

Current assets				$	2.8
Property, plant and equipment					0.3
Goodwill					6.7
Intangible assets					5.2
Total assets acquired					15.0
Current liabilities					(2.8	)
Net assets acquired				$	12.2

The primary items that generated goodwill are the value of the synergies between ARI and the Company and the acquired assembled workforce, neither of which qualifies as an amortizable intangible asset. The intangible assets acquired include a tradename of $1.0 (ten-year life), customer relationships of $2.3 (ten-year life), a favorable contract of $0.9 (four-year life) and covenants not to compete of $1.0 (three-year life). The goodwill of $6.7 is deductible for tax purposes.

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Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

Acquisition/Purchase by Honeywell

Effective April 1, 2005, Honeywell purchased the entire issued and ordinary preference share capital of Novar plc, and assumed control as of that date. The Company was until then an indirect wholly owned subsidiary of Novar plc. At the time of the acquisition, Honeywell announced its intention to divest the Company. A portion of the purchase price for Novar plc was allocated to the Company based on the estimated selling price for the Company. The following table summarizes the estimated fair values of the assets and liabilities of the Company as of April 1, 2005:

Receivables				$	56.6
Property, plant and equipment					93.0
Other assets					87.5
Goodwill					336.4
Intangible assets					552.0
Total assets acquired					1,125.5
Deferred tax liabilities					225.4
Notes payable					483.2
Other liabilities					110.9
Net assets acquired				$	306.0

These intangible assets were amortized over their useful lives for the period April 1 to December 14, 2005, of which the weighted average was 22.7 years. As part of the application of purchase accounting, inventory was increased by $3.1 due to a fair value adjustment. The amount of the inventory fair value adjustment was then expensed as additional non-cash cost of revenues as the fair valued inventory was sold during the period April 1 to December 14, 2005. The related goodwill is not deductible for tax purposes, except for the goodwill from the ARI acquisition as described above.

Purchase by M & F Worldwide

On December 15, 2005, CA Investment Corp. purchased 100% of the outstanding shares of Novar from Honeywell for $800.0 in cash. Clarke American is the successor by merger to Novar. Fees and expenses related to the Clarke American Acquisition that have been capitalized in the purchase price were $3.8. The Clarke American Acquisition was financed with the Company’s $480.0 senior secured credit facilities, the 11.75% Senior Notes due 2013 (the ‘‘Senior Notes’’), and a contribution from M & F Worldwide to the Company of $202.5.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the closing of the Clarke American Acquisition:

Receivables				$	24.6
Property, plant and equipment					102.9
Other assets					75.2
Goodwill					346.8
Intangible assets (Note 7)					580.8
Total assets acquired					1,130.3
Deferred tax liabilities					234.4
Other liabilities					92.1
Net assets acquired				$	803.8

F-15

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

As part of the application of purchase accounting, inventory was increased by $3.1 due to a fair value adjustment. The amount of the inventory fair value adjustment was then expensed as additional non-cash cost of revenues as the fair-valued inventory was sold (of which $1.3 was expensed in 2006 and $1.8 was expensed during the period December 15 to December 31, 2005). The related goodwill is not deductible for tax purposes, except for the goodwill from the ARI acquisition as described above. In connection with the Clarke American Acquisition, the Company incurred $16.1 of fees related to the financing that are being amortized as non-cash interest expense using the effective interest method over the life of the related debt.

John H. Harland Transaction

On December 19, 2006, M & F Worldwide entered into a definitive agreement and plan of merger (the ‘‘Merger Agreement’’) with John H. Harland Company (‘‘Harland’’), pursuant to which, upon the terms and subject to the conditions set forth therein, a wholly owned subsidiary of M & F Worldwide will merge with and into Harland (the ‘‘Merger’’), with Harland continuing after the Merger as the surviving corporation and as a wholly owned subsidiary of M & F Worldwide. Under the terms of the Merger Agreement, each outstanding share of common stock of Harland will be converted into the right to receive $52.75 in cash, representing, along with the repayment of Harland’s outstanding indebtedness, an approximate transaction value of $1,700.0. The Merger Agreement and the Merger have been approved by the boards of directors of both M & F Worldwide and Harland. The Merger i s subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval by Harland’s shareholders. The Company has obtained committed financing necessary to consummate the Merger. The commitment letter with respect to the financing provides that, concurrent with the consummation of the Merger, the debt under the credit facilities and the Senior Notes of the Company would be repaid.

Harland is a Georgia corporation incorporated in 1923. Harland is a leading provider of printed products and software and related services sold to the financial institution market, including banks, credit unions, thrifts, brokerage houses and financial software companies. Its software operations are conducted through Harland Financial Solutions, Inc., a wholly owned subsidiary of Harland. Another subsidiary, Scantron Corporation, is a leading provider of data collection, testing and assessment products and maintenance services sold primarily to the educational, financial institution and commercial markets. Harland serves its major markets through three primary business segments: Printed Products, Software & Services and Scantron.

4.	Inventories

Inventories consisted of the following:

			December 31,
			2006						2005
Finished goods				$	6.1					$	4.8
Work-in-progress					5.3						6.7
Raw materials					2.2						2.4
				$	13.6					$	13.9

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Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

5.	Prepaid Expenses and Other

Prepaid expenses and other consisted of the following:

			December 31,
			2006						2005
Prepaid maintenance and other				$	7.4					$	8.6
Deferred tax asset					3.1						5.0
Prepaid advertising					3.6						4.1
Other current assets					2.1						3.1
				$	16.2					$	20.8

6.	Property, Plant and Equipment

Property, plant and equipment consisted of the following:

			December 31,
			2006						2005
Machinery and equipment				$	64.0					$	58.4
Computer software and hardware					23.8						10.3
Leasehold improvements					12.4						11.4
Buildings					5.4						5.2
Furniture, fixtures and transportation equipment					5.1						4.5
Land					2.4						2.4
Construction-in-progress					5.9						11.8
					119.0						104.0
Accumulated depreciation					(26.6	)					(0.9	)
				$	92.4					$	103.1

As a result of the Clarke American Acquisition, accumulated depreciation was reset to zero on December 15, 2005. In addition, the assets were adjusted to estimated fair value (see Note 3).

Depreciation expense was $25.9, $0.9, $17.1, $5.5, and $22.7 for fiscal year 2006, the periods December 15 to December 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005, and fiscal year 2004, respectively, and includes the depreciation of the Company’s capital lease. Capitalized lease equipment was $6.3 at December 31, 2006 and 2005, and the related accumulated depreciation was $1.6 and $0.1 at December 31, 2006 and 2005, respectively.

Construction-in-progress mainly consists of investments in the Company’s information technology infrastructure, contact centers, production bindery and delivery systems. Additionally, the Company incurred research and development costs of $0.1 in 2006, which are included in cost of revenues in the accompanying statements of operations.

Unamortized computer software was $13.4 and $8.1 as of December 31, 2006 and 2005, respectively, and the related depreciation expense was $4.7, $0.1, $2.1, $0.7, and $2.8 for fiscal year 2006, the periods December 15 to December 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005, and fiscal year 2004, respectively. Computer software written down to net realizable value was $0.4 for fiscal year 2006.

F-17

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

7.	Goodwill and Other Intangible Assets

The change in carrying amount of goodwill is as follows:

Balance as of December 31, 2004				$	286.6
Acquisition by Honeywell					33.7
Acquisition by M & F Worldwide (the Clarke American Acquisition)					28.7
Balance as of December 31, 2005				$	349.0
Adjustments to goodwill					(2.2	)
Balance as of December 31, 2006				$	346.8

The decrease in goodwill during 2006 resulted from adjustments to asset valuations and deferred tax liabilities recorded as a result of finalizing the purchase accounting for the Clarke American Acquisition.

Useful lives, gross carrying amounts and accumulated amortization for other intangible assets are as follows:

									Gross Carrying Amount												Accumulated Amortization
			Useful Life (in years)						December 31,												December 31,
									2006						2005						2006						2005
Amortized intangible assets:
Customer relationships					10-30					$	483.3					$	480.6					$	27.9					$	1.2
Trademarks and tradenames					15						11.0						11.5						0.6						—
Covenants not to compete					1						0.4						0.4						0.4						—
Software and other					2-3						2.0						2.0						1.0						0.1
											496.7						494.5						29.9						1.3
Indefinite lived intangible assets:
Trademarks and tradenames											84.1						84.1						—						—
Total other intangibles										$	580.8					$	578.6					$	29.9					$	1.3

The customer relationships and amortizable trademarks and tradenames are being amortized using the cash flow method over their estimated useful lives. All other amortized intangible assets are being amortized ratably over their estimated useful lives. As of December 31, 2005, the weighted average amortization period for the amortized intangible assets was 25 years.

Amortization expense was $28.6, $1.3, $25.6, $0.2, and $0.6 for fiscal year 2006, the periods December 15 to December 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005, and fiscal year 2004, respectively.

Estimated annual aggregate amortization expense for each of the next five years is as follows:

2007				$	28.8
2008					27.9
2009					26.6
2010					25.6
2011					24.3

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Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

8.	Other Assets

Other assets consisted of the following:

			December 31,
			2006						2005
Upfront contract acquisition payments				$	31.1					$	37.5
Deferred financing fees, net of accumulated amortization of $3.2 and $0.1 at December 31, 2006 and 2005, respectively					13.2						16.3
Other					3.8						2.6
				$	48.1					$	56.4

Deferred financing fees are amortized using the effective interest method and the amortization is included in interest expense in the accompanying consolidated statements of operations.

9.	Accrued Liabilities

Accrued liabilities consisted of the following:

			December 31,
			2006						2005
Payroll, bonuses and related costs				$	22.8					$	19.2
Rebates and royalties					8.8						7.0
Sales and other taxes					3.8						5.5
Accrued interest					1.4						2.7
Income taxes					—						0.7
Other					8.6						6.2
				$	45.4					$	41.3

10.	Commitments and Contingencies

The Company leases property and equipment under operating leases that expire at various dates through 2014. Certain of these leases contain renewal options for one- to five-year periods. Rental payments are typically fixed over the initial term of the lease and usually contain escalation factors for the renewal term. At December 31, 2006, future minimum lease payments under non-cancelable operating leases with terms of one year or more are as follows:

2007				$	8.0
2008					7.8
2009					7.4
2010					6.0
2011					4.7
Thereafter					7.5
				$	41.4

Total lease expense for all operating leases was $8.5, $0.3, $8.9, $3.7, and $15.2 for fiscal year 2006, the periods December 15 to December 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005, and fiscal year 2004, respectively. Lease expense includes restructuring costs of $0.2 for the period April 1 to December 14, 2005.

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Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

At December 31, 2006, the Company had obligations to purchase approximately $9.7 of raw materials.

Certain of the intermediate holding companies of the predecessor of Clarke American had issued guarantees on behalf of operating companies formerly owned by these intermediate holding companies, which operating companies are not part of the Clarke American business. In the stock purchase agreement executed in connection with the Clarke American Acquisition, Honeywell has undertaken to use its commercially reasonable efforts to assume, replace or terminate such guarantees and indemnify M & F Worldwide and its affiliates, including the Company and its subsidiaries, with respect to all liabilities arising under such guarantees. To the extent such guarantees were not so assumed, replaced or terminated at the closing, at December 15, 2005, Honeywell had posted a letter of credit for the benefit of M & F Worldwide in an amount of $60.0 expiring on December 15, 2007 to secure its indemnification obligations covering the guarantees. The face amount of the letter of credit is subject to adjustment, based on the agreement of the parties, and was reduced to $27.0 by December 31, 2006. Since the Company believes it is remote that it will have to pay any amount under such guarantees, it has not recorded any liability in its financial statements. See Note 11 for certain tax matters indemnified by Honeywell.

Various legal proceedings, claims and investigations are pending against the Company, including those relating to commercial transactions, product liability, safety and health matters, employment matters and other matters. Most of these matters are covered by insurance, subject to deductibles and maximum limits, and by third-party indemnities. The Company believes that the outcome of all pending legal proceedings in the aggregate will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

11.	Income Taxes

Information pertaining to the Company’s provision (benefit) for income taxes is as follows:

			2006						2005																		2004
			Successor						Successor						Predecessor (Honeywell)						Predecessor (Novar)						Predecessor (Novar)
			Year Ended Dec. 31						Dec. 15 to Dec 31						Apr. 1 to Dec. 14						Jan. 1 to Mar. 31						Year Ended Dec. 31
Provision (benefit) for income taxes:
Current:
Federal				$	18.0					$	0.6					$	30.6					$	5.7					$	18.2
State and local					3.0						0.2						4.7						0.8						9.1
					21.0						0.8						35.3						6.5						27.3
Deferred:
Federal					(7.5	)					(1.4	)					(12.8	)					0.8						(3.2	)
State and local					(6.0	)					(0.2	)					(2.4	)					0.2						(0.6	)
					(13.5	)					(1.6	)					(15.2	)					1.0						(3.8	)
Total provision (benefit) for income taxes				$	7.5					$	(0.8	)				$	20.1					$	7.5					$	23.5

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Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

			December 31,
			2006						2005
Current:
Prepaid advertising				$	(1.3	)				$	(1.4	)
Accrued expenses and other liabilities					4.4						6.4
Net current deferred tax asset					3.1						5.0
Long-term:
Property, plant and equipment					(13.2	)					(18.5	)
Pension asset					1.0						1.1
Intangibles					(210.9	)					(223.2	)
Other					1.2						1.9
Net long-term tax liability					(221.9	)					(238.7	)
Net deferred tax liabilities				$	(218.8	)				$	(233.7	)

The Company recorded net deferred tax liabilities of $234.4 in the purchase accounting for the Clarke American Acquisition.

The effective tax rate before income taxes varies from the current statutory federal income tax rate as follows:

			2006						2005																		2004
			Successor						Successor						Predecessor (Honeywell)						Predecessor (Novar)						Predecessor (Novar)
			Year Ended Dec. 31						Dec. 15 to Dec. 31						Apr. 1 to Dec. 14						Jan 1 to Mar. 31						Year Ended Dec. 31
Statutory rate					35.0	%					35.0	%					35.0	%					35.0	%					35.0	%
State and local taxes					3.8	%					2.3	%					2.9	%					3.2	%					6.3	%
Establishment (release) of liabilities for tax reserves					0.0	%					0.0	%					1.5	%					1.6	%					(14.3	%)
Changes in state tax rates					(10.8	%)					0.0	%					0.0	%					0.0	%					0.0	%
Other					(0.2	%)					(0.1	%)					(0.2	%)					0.7	%					(0.3	%)
					27.8	%					37.2	%					39.2	%					40.5	%					26.7	%

The Company, M & F Worldwide and another subsidiary of M & F Worldwide entered into a tax sharing agreement in 2005 whereby M & F Worldwide files consolidated federal income tax returns on the Company’s behalf, as well as on behalf of certain other subsidiaries of M & F Worldwide. Under the tax sharing agreement, the Company makes periodic payments to M & F Worldwide. These payments are based on the applicable federal income tax liability that the Company would have had for each taxable period if the Company had not been included in the M & F Worldwide consolidated group. Similar provisions apply with respect to any foreign, state or local income or franchise tax returns filed by any M & F Worldwide consolidated, combined or unitary group for each year that the Company is included in any such group for foreign, state or local tax purposes. During 2006, the Com pany made payments to M & F Worldwide of $19.3 under the tax sharing agreement.

To the extent that the Company has losses for tax purposes, the tax sharing agreement permits the Company to carry those losses back to periods beginning on or after December 15, 2005, and

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Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

forward for so long as the Company is included in the affiliated group of which M & F Worldwide is the common parent (in both cases, subject to federal, state and local rules on limitation and expiration of net operating losses) to reduce the amount of the payments the Company otherwise would be required to make to M & F Worldwide in years in which it has current income for tax purposes. If the loss is carried back to the previous period, M & F Worldwide shall pay the Company an amount equal to the decrease of the taxes the Company would have benefited as a result of the carry back.

In connection with the Clarke American Acquisition, Honeywell has agreed to indemnify M & F Worldwide for certain income tax liabilities that arose prior to the Clarke American Acquisition and M & F Worldwide has agreed to contribute to the Company an amount equal to 100% of any payment received (unless M & F Worldwide incurs any such liabilities directly). Therefore, no liability has been reflected on the accompanying consolidated balance sheets for any of these pre-acquisition taxes.

The 2006 effective tax rate includes a 10.8% decrease due to the effects of changes in 2006 in enacted state tax rates on deferred tax balances.

In October 2004, the American Jobs Creation Act of 2004 (the ‘‘Act’’) became effective. The Act made changes to the income tax laws that affected the Company beginning in 2005, the most significant of which is a new deduction relating to qualifying domestic production activities. The deduction is equal to 3% of qualifying income for 2005 and 2006, 6% in 2007 through 2009, and by 2010, 9% of such income. Due to limitations associated with claiming the benefits of this deduction, the Company did not derive significant benefits in 2006 or 2005.

12.	Stock-Based Compensation

As of December 31, 2006 or 2005, the Company had no stock-based compensation arrangements. Prior to the acquisition of the Company by Honeywell on April 1, 2005, certain employees of the Company were granted options to purchase shares of Novar plc under the Novar plc Executive Share Option Scheme and the Novar plc 1996 Executive Share Option Scheme (the ‘‘Plans’’). Under the Plans, options were generally granted with exercise prices equal to the quoted market price of Novar plc’s stock on the date of the grant. As a result of the acquisition by Honeywell, the Company recognized all unearned deferred stock compensation expense of $3.0 and $0.4 of additional expense during the period January 1 to March 31, 2005. At December 31, 2004 there were 10,279 outstanding options, with a weighted average exercise price of $2.73. Upon the change of control, 8,379 of those options were exercised and all rem aining options lapsed. During the year ended December 31, 2004, the Company recognized compensation expense of $5.9 related to the variable options outstanding during that year.

M & F Worldwide has stock option plans, which provide for the award of stock options for M & F Worldwide common stock. However, no employees of the Company have received grants of stock options under the stock plans of M & F Worldwide as of December 31, 2006.

13.	Retirement Plans

In 1999, the Company established a defined compensation arrangement which provides retirement benefits for a certain former employee, based upon the length of service and the final base compensation, partially reduced by other retirement benefits of the Company. Pension costs are calculated using the accrued benefit method of actuarial valuation with projected earnings where appropriate.

The arrangement is funded using the projected unit credit method of actuarial valuation. Funding requirements are adjusted to reflect the results of the plan actuarial valuations, which are done

F-22

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

annually. For funding purposes, surpluses will be offset against annual contributions until exhausted, while deficits will be funded over periods prescribed by law.

The obligation for this arrangement was $2.1 and $2.2 at December 31, 2006 and 2005, respectively, and the amounts are included in other liabilities in the accompanying consolidated balance sheets. Benefit cost totaled $0.1, $0.0, $0.1, $0.1 and $0.3 for fiscal year 2006, the periods from December 15 to December 31, 2005, from April 1 to December 14, 2005, January 1 to March 31, 2005 and fiscal year 2004, respectively.

The Company established an account to maintain the assets that will pay for the benefits. The balance of this account was $1.7 and $1.7 as of December 31, 2006 and 2005, respectively, and the amounts are included in other assets in the accompanying consolidated balance sheets. Contributions to the plan totaled $0.0, $0.0, $0.7, $0.0, and $0.2 for fiscal year 2006, the periods from December 15 to December 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005, and fiscal year 2004, respectively.

In addition, the Company, through its subsidiaries, sponsors two tax-qualified 401(k) plans. Under the provisions of the plans, employees contributing a minimum of 2% of their annual income to the plans are awarded a 3% match of their annual income on a bi-weekly basis and a 4% match of their annual income for those employees contributing at least 3% of their annual income on a bi-weekly basis. Contributions to the plans totaled $5.2, $0.2, $3.6, $1.6, and $5.1 for fiscal year 2006, the periods from December 15 to December 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005, and fiscal year 2004, respectively.

14.	Long-Term Debt

			December 31,
			2006						2005
$480.0 Senior Secured Credit Facilities, net of $1.8 and $2.2 of unamortized original discount at December 31, 2006 and 2005, respectively				$	423.2					$	445.1
11.75% Senior Notes					175.0						175.0
Capital lease obligation					4.6						6.1
Other indebtedness					1.0						—
					603.8						626.2
Less: current maturities					(46.6	)					(16.5	)
Long-term debt, net of current maturities				$	557.2					$	609.7

Senior Secured Credit Facilities

Concurrent with the completion of the Clarke American Acquisition, the Company, as borrower, entered into senior secured credit facilities which provided for a revolving credit facility in an amount of $40.0 maturing on December 15, 2010 and a $440.0 term loan maturing on December 15, 2011. Portions of the revolving credit facility are available for the issuance of letters of credit and swing line loans. The senior secured credit facilities have a commitment fee for the unused portion of the revolving credit facility and for issued letters of credit of 0.50% and 3.25%, respectively. The weighted average interest rate on the term loan was 8.7% at December 31, 2006. As of December 31, 2006, no amounts were drawn under the Company’s $40.0 revolving credit facility, and the Company had $34.6 available for borrowing (giving effect to the issuance of $5.4 of letters of credit).

All obligations under the Company’s credit facilities are guaranteed by the Company’s direct parent and by each of the Company’s direct and indirect present domestic subsidiaries and future

F-23

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

wholly owned domestic subsidiaries. The Company’s credit facilities are secured by a perfected first priority security interest in substantially all of the Company’s and the guarantors’ assets, other than any future voting stock in excess of 65.0% of the outstanding voting stock of each direct foreign subsidiary and certain other excluded property. The Company currently does not have any foreign subsidiary.

The Company’s term loan facility has an aggregate principal amount at maturity of $440.0. The Company assumed $437.8 of net obligations from its issuance, net of original discount of 0.5%. The original discount is being amortized as non-cash interest expense over the life of the term loan facility using the effective interest method. The Company’s term loan facility is required to be repaid in quarterly installments in annual amounts of: $18.8 in 2007, $28.1 in 2008, $32.8 in 2009, $37.5 in 2010 and $281.4 in 2011. The Company’s term loan facility requires that a portion of the Company’s excess cash flow be applied to prepay amounts borrowed thereunder, beginning in 2007 with respect to 2006. The amount of the excess cash flow payment, with respect to 2006, included in current maturities is $26.4 at December 31, 2006. The excess cash flow payment reduces the future quarterly payment amounts on a pro rata basis over the term of t he loan. The balance of the term loan facility is due in 2011.

Loans under the Company’s credit facilities bear, at the Company’s option, interest at:

	•	a rate per annum equal to the higher of (a) the prime rate announced from time to time by The Bank of New York and (b) the Federal Funds rate plus 0.50%, in each case plus an applicable margin of 2.00% per annum for revolving loans, or 2.25% per annum for term loans; or

	•	a rate per annum equal to a reserve-adjusted Eurodollar rate, plus an applicable margin of 3.00% per annum for revolving loans, or 3.25% per annum for term loans.

The Company’s credit facilities contain representations and warranties customary for senior secured credit facilities. They also contain affirmative and negative covenants customary for senior secured credit facilities, including, among other things, restrictions on indebtedness, liens, mergers and consolidations, sales of assets, loans, acquisitions, restricted payments, transactions with affiliates, dividends and other payment restrictions affecting subsidiaries and sale leaseback transactions. The Company’s credit facilities also require the Company to maintain certain financial covenants, including maximum consolidated secured leverage, maximum total consolidated leverage and minimum consolidated fixed charge coverage ratios.

During February 2006, the Company entered into an interest rate hedge transaction in the form of a three-year interest rate swap with a notional amount of $150.0, which became effective on July 1, 2006 and is accounted for as a cash flow hedge. The hedge swaps the underlying variable rate for a fixed rate of 4.992%. The purpose of this hedge transaction is to limit the Company’s risk on a portion of the variable rate senior secured credit facilities. At December 31, 2006 the value of the hedge is $0.1, which is included in other assets in the consolidated balance sheet.

See Note 3 regarding the Merger.

Senior Notes

Concurrent with the completion of the Clarke American Acquisition, Clarke American issued $175.0 principal amount of the Senior Notes. The Senior Notes will mature on December 15, 2013 and bear interest at a rate per annum of 11.75%, payable on June 15 and December 15 of each year. The indenture governing the Senior Notes contains customary restrictive covenants, including, among other things, restrictions on the Company’s ability to incur additional debt, pay dividends and make distributions, make certain investments, repurchase stock, incur liens, enter into transactions with

F-24

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

affiliates, enter into sale and lease back transactions, merge or consolidate and transfer or sell assets. The Senior Notes are unsecured and are effectively subordinated to all of the Company’s existing and future secured indebtedness. The Company must offer to repurchase all of the outstanding Senior Notes upon the occurrence of a ‘‘change of control,’’ as defined in the indenture, at a purchase price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest. The Company must also offer to repurchase the Senior Notes with the proceeds from certain sales of assets, if the Company does not apply those proceeds within a specified time period after the sale, at a purchase price equal to 100% of their aggregate principal amount, plus accrued and unpaid interest.

The Senior Notes are guaranteed fully and unconditionally, jointly and severally by all of Clarke American Corp.’s subsidiaries, all of which are 100% owned by Clarke American Corp. Because the Clarke American Corp. is a holding company, Clarke American Corp. has no independent assets or operations.

See Note 3 regarding the Merger.

Capital Lease Obligation and Other Indebtedness

The Company has a principal balance of $4.6 outstanding under an information technology capital lease obligation at December 31, 2006. The obligation has an imputed interest rate of 6.0% and has required payments, including interest of $1.6 in 2007, $1.6 in 2008, $1.6 in 2009, and $0.3 in 2010. Clarke American also had $1.0 outstanding under an information technology financing obligation at December 31, 2006. Related to this obligation, Clarke American recorded $0.6 of non-cash capital expenditures for the fiscal year 2006.

In connection with the acquisition of Harland discussed in Note 3, the Company entered into a new credit agreement on April 14, 2007 that provides for a new $1,800.0 senior secured term loan and a new $100.0 revolving credit facility. On May 1, 2007, in order to fund a portion of the purchase price for Harland, repay existing Clarke American and Harland indebtedness, and pay related fees and expenses, the Company: (a) borrowed $1,800.0 under the new term loan and (b) issued $305.0 aggregate principal amount of senior floating rate notes due 2015 and $310.0 aggregate principal amount of 9.5% senior fixed rate notes due 2015. All amounts outstanding under the existing senior secured credit facilities and the 11.75% Senior Notes were repaid on May 1, 2007. The Company and each of its existing subsidiaries other than unrestricted subsidiaries and certain immaterial subsidiaries which were acquired from Harland, are guarantors and co-borrowers under the new $1,800.0 senior secured term loan, the new $100.0 revolving credit facility, the $305.0 senior floating rate notes and the $310.0 senior fixed rate notes. Clarke American is a holding company, and has no independent assets other than approximately $19.4 of cash and cash equivalents at May 31, 2007, and no operations. The guarantees and the obligations of the subsidiaries of Clarke American are full and unconditional and joint and several, and any subsidiaries of Clarke American other than the subsidiary guarantors and obligors are minor.

15.	Financial Instruments

Most of the Company’s clients are in the financial services industries. The Company reviews payment histories of its customers and evaluates allowances for potential credit losses. The Company does not generally require collateral. Actual losses and allowances have been within management’s expectations.

The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable and accrued liabilities approximate fair value.  The fair value of the Company’s long-term debt is based on the quoted market prices for the same issues or on the current rates offered to the Company

F-25

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

for debt of the same remaining maturities. The estimated fair value of long-term debt at December 31, 2006 was approximately $27.0 higher than the carrying values of $603.8. The estimated fair value of long-term debt at December 31, 2005 approximated carrying value.

16.	Restructuring

The Company developed a restructuring plan to streamline and redesign the manufacturing plant network to take advantage of high-capacity technology and economies of scale. During 2003, the Company closed four printing plants, a contact center, and reorganized corporate processes. During 2004, the Company established reserves for the closure of an order acceptance center, the movement of certain products between facilities and other general changes in technology. In the first quarter of 2005, the Company established reserves for the reorganization of sales processes. This reorganization was focused on maximizing effectiveness while driving profitable growth by redefining sales territories and consolidating sales divisions. In the second quarter of 2005, the Company announced that it would close the Seattle check plant, moving production to the Company’s larger regional facilities. Production was realigned to utilize technology within the Company’s pla nts to handle small packages. During 2006, the Company established $3.3 in reserves related to a reduction in force of the corporate staff and the closure of two production facilities. In connection with the facilities closures, the Company held $0.5 in assets available for sale at December 31, 2006. The Company sold the assets in January 2007 and recognized an insignificant gain.

The charges are reflected as cost of revenues and as selling, general and administrative expenses in the Company’s consolidated statements of operations. Restructuring accruals are reflected in accrued liabilities and other liabilities in the Company’s consolidated balance sheets and relate primarily to the Financial Institution segment. The Company also incurred other costs related to the facility closures, including stock write offs, training, hiring, relocation and travel. Details of the activities described above for 2006, 2005 and 2004 are as follows:

			Cost of Revenues						Selling, General and Administrative Expenses						Total
Year ended December 31, 2006				$	1.3					$	2.0					$	3.3
December 15 to December 31, 2005					—						—						—
April 1 to December 14, 2005					1.4						0.4						1.8
January 1 to March 31, 2005					—						0.4						0.4
Year Ended December 31, 2004					0.7						—						0.7

The majority of the restructuring projects are within the Financial Institution segment. The Direct to Consumer segment closed one facility in 2006, charging $0.5 in reserves included in the table above. The following tables detail the components of the activity described above for 2006, 2005 and 2004:

			Opening Balance						Amounts Charged						Amounts Paid						Adjustments						Ending Balance
January 1 to December 31, 2006				$	0.9					$	3.3					$	(2.6	)				$	—					$	1.6
December 15 to December 31, 2005					0.9						—						—						—						0.9
April 1 to December 14, 2005					1.0						1.8						(1.9	)					—						0.9
January 1 to March 31, 2005					0.8						0.4						(0.2	)					—						1.0
January 1 to December 31, 2004					1.3						0.4						(1.2	)					0.3						0.8

The Company established reserves in 2005 under purchase accounting for the Honeywell acquisition relating to the closure of an additional production and contact center facility, as well as

F-26

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

changes in management resulting from the acquisition. All of the projects were related to the Financial Institution segment except for one facility closure in the Direct to Consumer segment, which accounts for $0.1 of the amounts charged in the table below. The following details the components of such purchase accounting restructuring:

			Opening Balance						Amounts Charged						Amounts Paid						Adjustments						Ending Balance
January 1 to December 31, 2006				$	2.5					$	—					$	(1.4	)				$	—					$	1.1
December 15 to December 31, 2005					2.7						—						(0.2	)					—						2.5
April 1 to December 14, 2005					—						5.5						(2.8	)					—						2.7

17.	Transactions with Affiliates

Since December 15, 2005, the Company participates in the directors and officer’s insurance program of MacAndrews & Forbes Holdings Inc. (‘‘Holdings’’), which covers the Company as well as Holdings and Holdings’ other affiliates. Holdings directly and indirectly beneficially owned, as of December 31, 2006, approximately 36% of the outstanding common stock of M & F Worldwide. The limits of coverage are available on aggregate losses to any or all of the participating companies and their respective directors and officers. The Company reimburses Holdings for its portion of the premiums for such coverage, which the Company believes is more favorable than the premiums the Company could secure were it to secure its own coverage. The Company did not make any payments to Holdings for this insurance program. As a wholly owned subsidiary of M & F Worldwide, the Company receives certain financial, administrative and risk management oversight from M & F Worldwide. Additionally, during the periods prior to the Clarke American Acquisition, certain amounts of corporate expenses of the relevant predecessor parent companies that were incurred while the relevant predecessor was not a stand-alone company, including legal, tax, accounting, risk management, personnel, infrastructure and other costs, were allocated to the relevant predecessor company. These fees are allocations of shared service costs from the Company’s parent, former parent and affiliated companies and are included in selling, general and administrative expenses in the consolidated statements of operations. The Company recorded $0.5, $0.0, $0.7, $0.0, and $1.7, during fiscal year 2006, the periods December 15 to December 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005, and fiscal year 2004, respectively.

During 2004 and 2005, the Company had long-term debt payable to its relevant predecessor parents as well as notes receivable from its predecessor parents and other related parties. Substantially all of the cash used in and provided by financing activities during 2004 and 2005 was also associated with related party financing activities. The Company incurred interest expense of $3.5, $5.7, and $19.4 during the periods April 1, 2005 to December 14, 2005, January 1, 2005 to March 31, 2005 and the year ended December 31, 2004, respectively. The Company earned interest income of $1.1, $0.1. and $0.3 during the periods April 1 to December 14, 2005, January 1 to March 31, 2005 and the year ended December 31, 2004, respectively. All of the related party notes were retired as of the completion of the Clarke American Acquisition on December 15, 2005.

18.	Significant Customers

The Company’s top 20 clients accounted for approximately 51%, 52%, 48%, 45%, and 49% of the Company’s revenues during fiscal year 2006, the periods December 15 to December 31, 2005, April 1 to December 14, 2005, January 1 to March 31, 2005, and fiscal year 2004, respectively, with sales to Bank of America representing a significant portion of such revenues in the Financial Institution segment.

F-27

Table of Contents

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2006
(in millions)

19.	Business Segment Information

The Company has two reportable segments. Management measures and evaluates the reportable segments based on operating income. The segments and their principal activities consist of the following:

•	Financial Institution segment   –   Provides checks and related products, direct marketing and contact center services to financial institutions. The Company serves this segment through its Clarke American and Alcott Routon brands. This segment operates in the U.S.

•	Direct to Consumer segment   –   Provides checks and related products, customized business kits, and treasury management supplies directly to consumers and businesses through its CITM and B2Direct brands. This segment operates in the U.S.

Segment information for 2006, 2005 and 2004 is as follows:

			Financial Institution						Direct to Consumer						Other(1)						Total
External revenues:
Year ended December 31, 2006				$	523.0					$	100.9					$	—					$	623.9
December 15 to December 31, 2005					20.3						3.8						—						24.1
April 1 to December 14, 2005					371.8						68.1						—						439.9
January 1 to March 31, 2005					129.6						24.8						—						154.4
Year ended December 31, 2004					509.8						97.8						—						607.6
Intersegment revenues:
Year ended December 31, 2006				$	8.3					$	—					$	—					$	8.3
December 15 to December 31, 2005					0.4						—						—						0.4
April 1 to December 14, 2005					4.7						—						—						4.7
January 1 to March 31, 2005					1.7						—						—						1.7
Year ended December 31, 2004					6.7						—						—						6.7
Operating income:
Year ended December 31, 2006				$	76.8					$	10.2					$	—					$	87.0
December 15 to December 31, 2005					0.5						0.2						—						0.7
April 1 to December 14, 2005					49.4						4.1						—						53.5
January 1 to March 31, 2005					20.7						3.4						—						24.1
Year ended December 31, 2004					95.4						12.4						(0.8	)					107.0
Depreciation & amortization (excluding amortization of deferred financing fees and original discount):
Year ended December 31, 2006				$	46.2					$	8.3					$	—					$	54.5
December 15 to December 31, 2005					1.7						0.5						—						2.2
April 1 to December 14, 2005					35.4						7.3						—						42.7
January 1 to March 31, 2005					5.3						0.4						—						5.7
Year ended December 31, 2004					21.5						1.8						—						23.3
Capital expenditures (excluding capital lease):
Year ended December 31, 2006				$	13.4					$	1.3					$	—					$	14.7
December 15 to December 31, 2005					0.9						0.2						—						1.1
April 1 to December 14, 2005					13.7						1.0						—						14.7
January 1 to March 31, 2005					2.3						0.3						—						2.6
Year ended December 31, 2004					15.6						1.7						—						17.3
Total assets:
December 31, 2006				$	998.6					$	119.7					$	—					$	1,118.3
December 31, 2005					1,032.7						117.2						—						1,149.9

(1) Other – represents general and administrative expenses that were not allocated to the segments.

F-28

Clarke American Corp. and Subsidiaries
Consolidated Balance Sheets
(in millions, except per share data)

			March 31, 2007						December 31, 2006
			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents				$	13.9					$	30.5
Accounts receivable, net					26.5						19.8
Inventories					12.6						13.6
Prepaid expenses and other					17.9						16.2
Total current assets					70.9						80.1
Property, plant and equipment, net					87.2						92.4
Goodwill					346.8						346.8
Other intangible assets, net					543.6						550.9
Other assets					46.0						48.1
Total assets				$	1,094.5					$	1,118.3
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable				$	25.4					$	21.1
Accrued liabilities					45.8						45.4
Current maturities of long-term debt					22.7						46.6
Total current liabilities					93.9						113.1
Long-term debt					549.3						557.2
Deferred tax liabilities					218.0						221.9
Other liabilities					9.2						6.8
Total liabilities					870.4						899.0
Commitments and contingencies					—						—
Stockholder’s equity:
Common stock – 200 shares authorized; par value $0.01; 100 shares issued and outstanding at March 31, 2007 and December 31, 2006					—						—
Additional paid-in capital					202.5						202.5
Retained earnings					21.8						16.7
Accumulated other comprehensive (loss) income					(0.2	)					0.1
Total stockholder’s equity					224.1						219.3
Total liabilities and stockholder’s equity				$	1,094.5					$	1,118.3

See Notes to Consolidated Financial Statements

F-29

Clarke American Corp. and Subsidiaries
Consolidated Statements of Income
(in millions)
(unaudited)

			Three Months Ended March 31,
			2007						2006
Net revenues				$	164.6					$	162.9
Cost of revenues					102.5						100.7
Gross profit					62.1						62.2
Selling, general and administrative expenses					38.7						37.1
Operating income					23.4						25.1
Interest expense					(15.2	)					(14.6	)
Income before income taxes					8.2						10.5
Provision for income taxes					3.1						4.1
Net income				$	5.1					$	6.4

See Notes to Consolidated Financial Statements

F-30

Clarke American Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(in millions)
(unaudited)

			Three Months Ended March 31,
			2007						2006
Operating activities
Net income				$	5.1					$	6.4
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation					6.5						6.5
Amortization of intangible assets					7.3						7.1
Amortization of deferred financing fees and original discount					1.4						0.4
Deferred income taxes					(3.8	)					(4.3	)
Changes in operating assets and liabilities:
Accounts receivable					(6.7	)					(2.6	)
Inventories					1.0						1.6
Prepaid expenses and other assets					(1.2	)					2.4
Accounts payable					4.3						3.0
Accrued expenses and other liabilities					(3.0	)					0.6
Income taxes					5.8						7.5
Net cash provided by operating activities					16.7						28.6
Investing activities
Proceeds from sale of property and equipment					0.5						—
Capital expenditures					(1.6	)					(3.7	)
Capitalized interest					(0.1	)					—
Net cash used in investing activities					(1.2	)					(3.7	)
Financing activities
Cash overdrafts					—						(10.4	)
Borrowings on external debt					—						3.8
Repayments of external debt					(32.1	)					(14.7	)
Net cash used in financing activities					(32.1	)					(21.3	)
Net (decrease) increase in cash and cash equivalents					(16.6	)					3.6
Cash and cash equivalents at beginning of period					30.5						6.2
Cash and cash equivalents at end of period				$	13.9					$	9.8
Supplemental disclosure of cash paid for:
Interest paid				$	9.1					$	9.5
Income taxes paid, net of refunds				$	1.0					$	0.9

See Notes to Consolidated Financial Statements

F-31

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 2007
(in millions, except per share amounts)
(unaudited)

1.    Description of Business and Basis of Presentation

Clarke American Corp. (‘‘Clarke American’’) is a holding company that conducts its operations through its wholly owned subsidiaries, B²Direct, Inc., Checks In The Mail, Inc., and Clarke American Checks, Inc. CA Investment Corp. (‘‘CA Investment’’) was incorporated in Delaware on October 19, 2005. On December 15, 2005, CA Investment, an indirect wholly owned subsidiary of M & F Worldwide Corp. (‘‘M & F Worldwide’’) purchased 100% of the capital stock of Novar USA Inc. (‘‘Novar’’) and was renamed Clarke American Corp.’’ Clarke American Corp. is the successor by merger to Novar, which indirectly wholly owned the operating subsidiaries of the Clarke American business. The consolidated financial statemen ts include the accounts of Clarke American and its subsidiaries (collectively, the ‘‘Company’’) after elimination of all material intercompany accounts and transactions.

The Company is a leading provider of checks and related products, direct marketing services and contact center services in the United States. The Company serves financial institutions through its Clarke American and Alcott Routon brands (the ‘‘Financial Institution’’ segment) and consumers and businesses directly through its Checks In The Mail and B²Direct brands (the ‘‘Direct to Consumer’’ segment). The Financial Institution segment’s products primarily consist of checks and related products, such as deposit tickets, checkbook covers, and related delivery services, and it also offers specialized direct marketing and contact center services to its financial institution clients. The Direct to Consumer segment’s products primarily consist of checks and related products, customized business kits, and treasury management supplies.

See Note 4 regarding the Harland Acquisition (as hereinafter defined) that closed on May 1, 2007.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. All terms used not defined elsewhere herein have the meaning ascibed to them in the Company’s 2006 Annual Report on Form 10-K.

Certain amounts in previously issued financial statements have been reclassified to conform to the 2007 presentation.

2.    Significant Accounting Policies

Reference is made to the significant accounting policies of the Company described in the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (‘‘FASB’’) issued Statement of Financial Accounting Standards (‘‘SFAS’’) No. 157, ‘‘Fair Value Measurement.’’ SFAS No. 157 defines

F-32

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements  (Continued)
March 31, 2007
(in millions, except per share amounts)
(unaudited)

fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, but does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of SFAS No. 157 on its consolidated results of operations and financial position.

In February 2007, the FASB issued SFAS No. 159, ‘‘The Fair Value Option for Financial Assets and Financial Liabilities.’’ SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value and requires entities to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of SFAS No. 159 on its consolidated results of operations and financial position.

See Note 8 regarding the Company’s adoption of EITF Issue No. 06-3, ‘‘How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation)’’ (‘‘EITF 06-3’’) and FASB Interpretation No. 48, ‘‘Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109’’ (‘‘FIN 48’’) in the first quarter of 2007.

3.    Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates.

4.    John H. Harland Transaction

On December 20, 2006, M & F Worldwide announced that it had entered into an agreement and plan of merger (the ‘‘Merger Agreement’’), dated as of December 19, 2006, with John H. Harland Company (‘‘Harland’’), under which a wholly owned subsidiary of M & F Worldwide would merge with and into Harland, with Harland continuing after the merger as the surviving corporation and as a wholly owned subsidiary of Clarke American (the ‘‘Harland Acquisition’’). The closing of the Harland Acquisition and the related financing transactions described below (collectively referred to as the ‘‘Transactions’’) occurred on May 1, 2007. The cash consideration paid was $52.75 per share, or a total of approximately $1,423.0, for the outstanding equity of Harland in accordance with the Merger Agreement. Clarke American will consolidate the results of operations and accounts of Harland from the date of acquisition.

Harland is a leading provider of printed products and software and related services sold to the financial institution market, including banks, credit unions, thrifts, brokerage houses and financial software companies. Its software operations are conducted through Harland Financial Solutions, Inc., a wholly owned subsidiary of Harland. Another subsidiary, Scantron Corporation, is a leading provider of data collection, testing and assessment products and maintenance services sold primarily to the educational, financial institution and commercial markets. Subsequent to the closing of the acquisition of Harland, Clarke American’s check printing, contact center and direct marketing capabilities are being combined with Harland’s corresponding businesses and will operate under the name ‘‘Harland Clarke.’’

In connection with the Harland Acquisition, on April 4, 2007, Clarke American entered into a Credit Agreement (the ‘‘New Credit Agreement’’) among itself, as Borrower, the financial institutions

F-33

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements  (Continued)
March 31, 2007
(in millions, except per share amounts)
(unaudited)

party thereto, as the Lenders, and Credit Suisse, Cayman Islands Branch, as Administrative Agent and Collateral Agent, and certain subsidiaries of Clarke American from time to time party thereto, as Subsidiary Co-Borrowers. Clarke American borrowed $1,800.0 pursuant to the New Credit Agreement on May 1, 2007 in order to fund a portion of the purchase price for Harland, to repay debt under Clarke American’s previously outstanding senior secured credit facilities (the ‘‘Prior Credit Facilities’’), to prepay Clarke American’s previously outstanding 11.75% Senior Notes due December 15, 2013 (the ‘‘2013 Senior Notes’’) and to pay fees and expenses (see Note 9).

The New Credit Agreement provides for a new $1,800.0 senior secured term loan (the ‘‘New Term Loan’’), which was fully drawn at closing and matures on June 30, 2014. Clarke American is required to repay the New Term Loan in equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount. The New Credit Agreement also provides for a new $100.0 revolving credit facility (the ‘‘New Revolver’’) that matures on June 28, 2013. The New Revolver includes an up to $60.0 subfacility in the form of letters of credit and an up to $30.0 subfacility in the form of short-term swing line loans. Clarke American did not draw any amounts under the New Revolver in order to fund the Harland Acquisition. Under certain circumstances, Clarke American is permitted to incur additional term loan and/or revolving credit facility indebtedness in an aggregate principal amount of up to $250.0. In additi on, the terms of the New Credit Agreement and the 2015 Senior Notes (as defined below) allow Clarke American to borrow substantial additional debt.

Loans under the New Credit Agreement bear, at Clarke American’s option, interest at:

	•	a rate per annum equal to the higher of (a) the prime rate of Credit Suisse and (b) the Federal Funds rate plus 0.50%, in each case plus an applicable margin of 1.50% per annum for revolving loans and for term loans; or

	•	a rate per annum equal to a reserve-adjusted LIBOR rate, plus an applicable margin of 2.50% per annum for revolving loans and for term loans.

Interest rate margins and commitment fees under the New Revolver are subject to reduction in increments based upon Clarke American achieving certain consolidated leverage ratios.

Clarke American and each of its existing and future domestic subsidiaries, other than unrestricted subsidiaries and certain immaterial subsidiaries, are guarantors and also co-borrowers under the New Credit Agreement. In addition, Clarke American’s direct parent, CA Acquisition Holdings, Inc., is a guarantor under the New Credit Agreement. The senior secured credit facilities are secured by a perfected first priority security interest in substantially all of Clarke American’s, each of the co-borrowers’ and the guarantors’ tangible and intangible assets and equity interests (other than voting stock in excess of 65.0% of the outstanding voting stock of each direct foreign subsidiary and certain other excluded property).

The New Credit Agreement contains customary affirmative and negative covenants including, among other things, restrictions on indebtedness, liens, mergers and consolidations, sales of assets, loans, acquisitions, restricted payments, transactions with affiliates, dividends and other payment restrictions affecting subsidiaries and sale-leaseback transactions. The New Credit Agreement requires Clarke American to maintain a maximum consolidated secured leverage for the benefit of lenders under the New Revolver only. Clarke American will have the right to prepay the New Term Loan at any time without premium or penalty, subject to certain breakage costs, and Clarke American may also reduce any unutilized portion of the Term Loan at any time, in minimum principal amounts set forth in the New Credit Agreement. Clarke American is required to prepay the New Term Loan with 50% of excess cash flow (as defined in the New Credit Agreement) and 100% of the net proceeds of cer tain issuances, offerings or placements of debt obligations.

F-34

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements  (Continued)
March 31, 2007
(in millions, except per share amounts)
(unaudited)

If a change of control (as defined in the New Credit Agreement) occurs, Clarke American will be required to make an offer to prepay all outstanding term loans under the New Credit Agreement at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, and lenders holding a majority of the revolving credit commitments may elect to terminate the revolving credit commitments in full. Clarke American is also required to offer to prepay outstanding term loans at 100% of the principal amount to be prepaid, plus accrued and unpaid interest, with the proceeds of certain asset sales under certain circumstances.

Under the terms of the New Credit Agreement, Clarke American is required to ensure that, until no earlier than May 1, 2009, at least 40% of the aggregate principal amount of its long-term indebtedness bears interest at a fixed rate, either by its terms or through the entering into of hedging agreements within 180 days of the effectiveness of the New Credit Agreement.

Additionally, in connection with the Harland Acquisition, on May 1, 2007, Clarke American issued $305.0 aggregate principal amount of Senior Floating Rate Notes due 2015 (the ‘‘Floating Rate Notes’’) and $310.0 aggregate principal amount of 9.50% Senior Fixed Rate Notes due 2015 (the ‘‘Fixed Rate Notes’’ and, together with the Floating Rate Notes, the ‘‘2015 Senior Notes’’). The 2015 Senior Notes mature on May 15, 2015. The Fixed Rate Notes bear interest at a rate per annum of 9.50%, payable on May 15 and November 15 of each year. The Floating Rate Notes bear interest at a rate per annum equal to the Applicable LIBOR Rate (as defined in the indenture governing the 2015 Senior Notes (the ‘‘New Indenture’’)) plus 4.75%, payable on February 15, May 15, August 15 and November 15 of each year. The 2015 Senior Notes are unsecured and are therefore effectively subordinated t o all of Clarke American’s senior secured indebtedness, including outstanding borrowings under the New Credit Agreement. The New Indenture contains customary restrictive covenants, including, among other things, restrictions on Clarke American’s ability to incur additional debt, pay dividends and make distributions, make certain investments, repurchase stock, incur liens, enter into transactions with affiliates, enter into sale and lease back transactions, merge or consolidate and transfer or sell assets. Clarke American must offer to repurchase all of the 2015 Senior Notes upon the occurrence of a ‘‘change of control,’’ as defined in the New Indenture, at a purchase price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest. Clarke American must also offer to repurchase the 2015 Senior Notes with the proceeds from certain sales of assets, if it does not apply those proceeds within a specified time period after the sale, at a purchase price e qual to 100% of their aggregate principal amount, plus accrued and unpaid interest.

The 2015 Senior Notes are guaranteed fully and unconditionally, jointly and severally by all of Clarke American’s domestic subsidiaries, all of which are 100% owned by it, and are co-issued by many of its domestic subsidiaries.

In connection with the issuance of the 2015 Senior Notes, a registration rights agreement was entered into on May 1, 2007, by and among Clarke American, the Guarantor’s party thereto, Credit Suisse Securities (USA) LLC, Bear, Stearns & Co. Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (the ‘‘Registration Rights Agreement’’), pursuant to which Clarke American and the Co-Issuers and Guarantors agreed, among other things, to:

	•	file a registration statement within 180 days after the issuance of the 2015 Senior Notes, enabling holders to exchange the 2015 Senior Notes for publicly registered exchange notes with substantially identical terms;

	•	use all commercially reasonable efforts to cause the registration statement to become effective within 270 days after the issuance of the 2015 Senior Notes; and

F-35

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements  (Continued)
March 31, 2007
(in millions, except per share amounts)
(unaudited)

	•	use all commercially reasonable efforts to complete an exchange offer within 45 business days, or longer, if required by the federal securities laws, after the effective date of the registration.

In addition, under certain circumstances, Clarke American and the Co-Issuers and Guarantors may be required to file a shelf registration statement to cover resales of the notes.

If Clarke American does not comply with these obligations, Clarke American and the guarantors will be required to pay additional interest to holders of the 2015 Senior Notes under certain circumstances.

After the closing of the Harland Acquisition, on May 2, 2007, Clarke American changed its name to Harland Clarke Holdings Corp. (‘‘Harland Clarke’’).

5.    Inventories

Inventories consist of the following:

			March 31, 2007						December 31, 2006
Finished goods				$	5.2					$	6.1
Work-in-progress					5.3						5.3
Raw materials					2.1						2.2
				$	12.6					$	13.6

6.    Other Intangible Assets

Useful lives, gross carrying amounts and accumulated amortization for other intangible assets are as follows:

									Gross Carrying Amount												Accumulated Amortization
			Useful Life (in years)						March 31, 2007						December 31, 2006						March 31, 2007						December 31, 2006
Amortized intangible assets:
Customer relationships					10-30					$	483.3					$	483.3					$	34.7					$	27.9
Trademarks and tradenames					15						11.0						11.0						0.8						0.6
Covenants not to compete					1						0.4						0.4						0.4						0.4
Software and other					2-3						2.0						2.0						1.3						1.0
											496.7						496.7						37.2						29.9
Indefinite-lived intangible assets:
Trademarks and tradenames											84.1						84.1						—						—
Total other intangibles										$	580.8					$	580.8					$	37.2					$	29.9

The customer relationships and amortizable trademarks and tradenames are being amortized using the cash flow method over their estimated useful lives. All other amortized intangible assets are being amortized ratably over their estimated useful lives. Amortization expense was $7.3 and $7.1 for the three months ended March 31, 2007 and 2006, respectively.

F-36

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements  (Continued)
March 31, 2007
(in millions, except per share amounts)
(unaudited)

Estimated annual aggregate amortization expense through December 31, 2011 is as follows:

Nine months ending December 31, 2007				$	21.5
Year ending December 31, 2008					27.9
Year ending December 31, 2009					26.6
Year ending December 31, 2010					25.6
Year ending December 31, 2011					24.3

7.    Commitments and Contingencies

Certain of the intermediate holding companies of the predecessor of Clarke American had issued guarantees on behalf of operating companies formerly owned by these intermediate holding companies, which operating companies are not part of the Clarke American business. In the stock purchase agreement executed in connection with the acquisition of Clarke American by M & F Worldwide, Honeywell has undertaken to use its commercially reasonable efforts to assume, replace or terminate such guarantees and indemnify M & F Worldwide and its affiliates, including the Company and its subsidiaries, with respect to all liabilities arising under such guarantees. To the extent such guarantees were not so assumed, replaced or terminated at the closing, at December 15, 2005, Honeywell had posted a letter of credit for the benefit of M & F Worldwide in an amount of $60.0 expiring on December 15, 2007 to secure its indemnification obligations covering the guara ntees. The face amount of the letter of credit is subject to adjustment, based on the agreement of the parties, and was reduced to $27.0 at March 31, 2007. Since the Company believes it is remote that it will have to pay any amount under such guarantees, it has not recorded any liability for these matters in the accompanying consolidated financial statements.

Various legal proceedings, claims and investigations are pending against the Company, including those relating to commercial transactions, product liability, safety and health matters, employment matters and other matters. Most of these matters are covered by insurance, subject to deductibles and maximum limits, and by third-party indemnities. The Company believes that the outcome of all pending legal proceedings in the aggregate will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

8.    Income and Other Taxes

On January 1, 2007 the Company adopted the provisions of EITF 06-3. The Company records any tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction between a seller and a customer, which may include, but is not limited to, sales, use, value added, and some excise taxes on a net basis as a reduction of its revenues in the accompanying consolidated statements of income.

On January 1, 2007 the Company adopted the provisions of FIN 48 which prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The adoption of FIN 48 did not have a significant impact on the Company’s consolidated financial statements. The Company records both accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated statements of income. Unrecognized tax benefits at March 31, 2007 and December 31, 2006 which, if recognized in the future would impact the Company’s effective tax rate, amounted to $0.1 and $0.1, respectively, with no accrued penalties or interest.

The Company is subject to taxation in the U.S. and various states. The Company has tax years for 2003 and forward that remain subject to examination by taxing authorities.

F-37

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements  (Continued)
March 31, 2007
(in millions, except per share amounts)
(unaudited)

9.    Long-Term Debt

			March 31, 2007						December 31, 2006
$480.0 Prior Credit Facilities, net of $1.5 and $1.8 of unamortized original discount at March 31, 2007 and December 31, 2006, respectively				$	392.2					$	423.2
11.75% 2013 Senior Notes					175.0						175.0
Capital lease obligation					4.3						4.6
Other indebtedness					0.5						1.0
					572.0						603.8
Less: current maturities					(22.7	)					(46.6	)
Long-term debt, net of current maturities				$	549.3					$	557.2

Senior Secured Credit Facilities

Concurrent with the completion of the acquisition of Clarke American by M & F Worldwide in December 2005, the Company, as borrower, entered into the Prior Credit Facilities, which provided for a revolving credit facility (the ‘‘Prior Revolver’’) in an amount of $40.0 maturing on December 15, 2010 and a $440.0 term loan maturing on December 15, 2011 (the ‘‘Prior Term Loan’’). The outstanding principal balance under the Prior Credit Facilities of $393.7 was repaid on May 1, 2007 in connection with the Transactions (see Note 4), along with accrued interest through the date of repayment of $2.9 and prepayment penalties of $3.9. Portions of the Prior Revolver were available for the issuance of letters of credit and swing line loans. The Prior Credit Facilities had a commitment fee for the unused portion of the revolving credit facility and for issued letters of credit of 0.50% and 3.25%, respectively. The weighted average interest rate on the Prior Term Loan was 8.5% at March 31, 2007. As of March 31, 2007, no amounts were drawn under the Prior Revolver, and the Company had $34.6 available for borrowing (giving effect to the issuance of $5.4 of letters of credit).

The Prior Term Loan had an aggregate principal amount at maturity of $440.0. The Company assumed $437.8 of net obligations from its issuance, net of original discount of 0.5%. The original discount was being amortized as non-cash interest expense over the life of the term loan facility using the effective interest method, and any unamortized amount was written off in the second quarter of 2007 in connection with the Transactions. The Prior Term Loan was required to be repaid in quarterly installments in annual amounts of $19.0 in 2007, $28.0 in 2008, $33.0 in 2009, $38.0 in 2010 and $280.5 in 2011. The Prior Term Loan also required that a portion of the Company’s excess cash flow be applied to prepay amounts borrowed thereunder. The amount of the excess cash flow payment, with respect to 2006, included in current maturities was $26.5 at December 31, 2006 and such amount was paid in February 2007. At the time of payment, the Company wrote off deferred finan cing fees amounting to $0.6.

Loans under the Prior Credits Facilities bore, at the Company’s option, interest at:

•	a rate per annum equal to the higher of (a) the prime rate announced from time to time by The Bank of New York and (b) the Federal Funds rate plus 0.50%, in each case plus an applicable margin of 2.00% per annum for revolving loans, or 2.25% per annum for term loans; or

•	a rate per annum equal to a reserve-adjusted Eurodollar rate, plus an applicable margin of 3.00% per annum for revolving loans, or 3.25% per annum for term loans.

F-38

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements  (Continued)
March 31, 2007
(in millions, except per share amounts)
(unaudited)

Borrowings under the credit facilities were repaid with proceeds from the new borrowings as discussed in Note 4.

2013 Senior Notes

Concurrent with the completion of the acquisition of Clarke American by M & F Worldwide in December 2005, Clarke American issued $175.0 principal amount of 2013 Senior Notes. These notes were repurchased in a tender offer that closed on May 3, 2007, as discussed below.

On April 5, 2007, the Company commenced a tender offer for any and all of the $175.0 in aggregate principal amount of the 2013 Senior Notes and a consent solicitation from the holders of the 2013 Senior Notes to remove substantially all of the restrictive covenants and certain other provisions from the indenture governing the 2013 Senior Notes. The total consideration for each one thousand dollars principal amount of the 2013 Senior Notes validly tendered and not properly withdrawn pursuant to the tender offer was the price equal to (i) the present value on the applicable settlement date of all remaining cash flows, including accrued and unpaid interest, principal and call premium from the applicable settlement date until December 15, 2009 discounted at a yield of a U.S. Treasury security plus 50 basis points minus (ii) accrued and unpaid interest to, but not including, the applicable settlement date. The total consideration included a consen t payment of thirty dollars per one thousand dollars principal amount of 2013 Senior Notes payable only to holders who tendered their notes and validly delivered their consents to remove the restrictive covenants under the indenture on or prior to 5:00 p.m. (New York City time) on April 18, 2007 (the ‘‘consent time’’). Holders who tendered their notes after the consent time and on or prior to the expiration of the tender offer and consent solicitation were entitled to receive the tender offer consideration, equaling the total consideration minus the consent payment.

Clarke American, certain of its subsidiary guarantors (collectively, the ‘‘Guarantors’’) and The Bank of New York (the ‘‘Trustee’’) entered into a second supplemental indenture, dated as of April 19, 2007 (the ‘‘Second Supplemental Indenture’’) to the Indenture. The Second Supplemental Indenture was entered into in connection with the Company’s previously announced tender offer and consent solicitation with respect to the 2013 Senior Notes. As of the consent time, holders of approximately 99.9% of the outstanding aggregate principal amount of notes had tendered their 2013 Senior Notes into the tender offer and consented to the proposed amendments to the Indenture contained in the Second Supplemental Indenture. The Second Supplemental Indenture amended the Indenture to eliminate substantially all of the restrictive covenants contained in the Indenture and the 2013 Senior Notes , eliminate certain events of default, permit the Company’s board of directors to designate any restricted subsidiary as an unrestricted subsidiary, modify the covenant regarding mergers, including to permit mergers with entities other than corporations, and modify or eliminate certain other provisions contained in the Indenture and the 2013 Senior Notes. The amendments to the Indenture became effective on April 19, 2007 and became operative when the Company accepted for purchase at least a majority in aggregate principal amount of the 2013 Senior Notes then outstanding.

The tender offer expired on May 3, 2007, and 99.9% of the 2013 Senior Notes were validly tendered and purchased in the tender offer for total consideration of $219.9, including prepayment premiums and consent fees of $37.3 and accrued interest of $7.7. The Company subsequently issued a notice of redemption for the untendered 2013 Senior Notes, and those were redeemed on June 4, 2007 for total consideration of $0.1, including accrued interest of $0.0.

Capital Lease Obligation and Other Indebtedness

The Company has a principal balance of $4.3 and $4.6 outstanding under an information technology capital lease obligation at March 31, 2007 and December 31, 2006, respectively. The

F-39

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements  (Continued)
March 31, 2007
(in millions, except per share amounts)
(unaudited)

obligation has an imputed interest rate of 6.0% and has required payments, including interest, of $1.2 in the nine months ending December 31, 2007, $1.6 in 2008, $1.6 in 2009, and $0.3 in 2010. Clarke American also has $0.5 and $1.0 outstanding under an information technology financing obligation at March 31, 2007 and December 31, 2006, respectively.

Interest Rate Hedges

During February 2006, the Company entered into an interest rate hedge transaction in the form of a three-year interest rate swap with a notional amount of $150.0, which became effective on July 1, 2006 and is accounted for as a cash flow hedge. The hedge swaps the underlying variable rate for a fixed rate of 4.992%. The purpose of this hedge transaction is to limit the Company’s risk on a portion of the variable rate senior secured credit facilities. At March 31, 2007 the hedge had a negative value of $0.4 and was included in other liabilities in the accompanying consolidated balance sheet. At December 31, 2006 the hedge had a value of $0.1 and was included in other assets in the accompanying consolidated balance sheet.

10.    Restructuring

The Company developed a restructuring plan to streamline and redesign the manufacturing plant and contact center network to take advantage of high-capacity technology and economies of scale, to redefine sales territories and consolidate sales divisions, and to restructure the corporate staff. During 2006, the Company established $3.3 in reserves related to a reduction in force of the corporate staff and the closure of two production facilities. None of these reserves were established during the three months ended March 31, 2006. In connection with the facilities closures, the Company sold $0.5 in assets in January 2007 and recognized an insignificant gain. During the three months ended March 31, 2007, the Company established $1.2 in reserves related to the closure of its Charlotte contact center and San Antonio printing plant. These closures will be completed in 2007 with a total expected expenditure of approximately $5.2.

The following tables detail the components of the activity described above for the three months ended March 31, 2007:

			Opening Balance						Amounts Charged						Amounts Paid						Ending Balance
Personnel costs				$	1.6					$	1.2					$	(0.8	)				$	2.0

Of the $1.2 charged during the three months ended March 31, 2007, $0.9 is reflected as cost of revenues and $0.3 is reflected as selling, general and administrative expenses in the Company’s consolidated statements of income. Restructuring accruals are reflected in accrued liabilities and other liabilities in the Company’s consolidated balance sheets and relate primarily to the Financial Institution segment. The Company also incurred other costs related to the facility closures, including stock write offs, training, hiring, relocation and travel.

11.    Transactions with Affiliates

Since December 15, 2005, the Company participates in the directors and officers insurance program of MacAndrews & Forbes Holdings Inc. (‘‘Holdings’’), which covers the Company as well as Holdings and Holdings’ other affiliates. Holdings directly and indirectly beneficially owned, as of March 31, 2007, approximately 37% of the outstanding common stock of M & F Worldwide. The limits of coverage are available on aggregate losses to any or all of the participating companies and their respective directors and officers. The Company reimburses Holdings for its portion of the premiums for such coverage, which the Company believes is more favorable than the premiums the Company could secure were it to secure its own coverage.

F-40

Clarke American Corp. and Subsidiaries
Notes to Consolidated Financial Statements  (Continued)
March 31, 2007
(in millions, except per share amounts)
(unaudited)

In accordance with SEC Staff Accounting Bulletin 79, ‘‘Accounting for Expenses or Liabilities Paid by Principal Stockholder(s),’’ the Company expensed $0.3 and $0.0 during the three months ended March 31, 2007 and 2006, respectively, for services provided by M & F Worldwide related to the maintenance of M & F Worldwide’s corporate existence and M & F Worldwide’s status as a publicly held corporation. The amount recorded in 2007 is reflected in selling, general and administrative expenses and other liabilities.

12.    Business Segment Information

As of March 31, 2007 the Company had two reportable segments. Management measures and evaluates the reportable segments based on operating income. The segments and their principal activities consist of the following:

•	Financial Institution segment – Provides checks and related products, direct marketing and contact center services to financial institutions. The Company serves this segment through its Clarke American and Alcott Routon brands. This segment operates in the United States.

•	Direct to Consumer segment – Provides checks and related products, customized business kits, and treasury management supplies directly to consumers and businesses. The Company serves this segment through its Checks In The Mail and B2Direct brands. This segment operates in the United States.

Segment information is as follows:

			Financial Institution						Direct to Consumer						Total
External revenues:
Three months ended March 31, 2007				$	138.2					$	26.4					$	164.6
Three months ended March 31, 2006					136.6						26.3						162.9
Intersegment revenues:
Three months ended March 31, 2007				$	4.5					$	—					$	4.5
Three months ended March 31, 2006					1.8						—						1.8
Operating income:
Three months ended March 31, 2007				$	20.2					$	3.2					$	23.4
Three months ended March 31, 2006					22.1						3.0						25.1
Depreciation & amortization (excluding amortization of deferred financing fees and original discount):
Three months ended March 31, 2007				$	11.9					$	1.9					$	13.8
Three months ended March 31, 2006					11.5						2.1						13.6
Capital expenditures (excluding capital lease obligations):
Three months ended March 31, 2007				$	1.4					$	0.2					$	1.6
Three months ended March 31, 2006					3.6						0.1						3.7
Total assets:
March 31, 2007				$	976.7					$	117.8					$	1,094.5
December 31, 2006					998.6						119.7						1,118.3

13.    Comprehensive Income

Comprehensive income amounted to $4.8 and $6.9 for the three months ended March 31, 2007 and 2006, respectively. The difference between net income and comprehensive income for the three months ended March 31, 2007 and 2006 relates to the change in value of the Company’s derivatives.

F-41

John H. Harland Company and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and per share amounts)

			December 31,
			2006						2005
ASSETS
Current Assets:
Cash and cash equivalents				$	10,458					$	10,298
Accounts receivable from customers, less allowance for doubtful accounts of $1,958 and $2,695					83,215						82,155
Inventories:
Raw materials					15,481						17,739
Work in process					1,943						596
Finished goods					2,141						2,062
Deferred income taxes					10,917						8,257
Prepaid income taxes					3,758						8,171
Income taxes receivable					7,508						5,163
Prepaid expenses					19,388						16,291
Other					6,000						3,843
Total current assets					160,809						154,575
Investments and Other Assets:
Investments					12,020						10,730
Goodwill – net					367,525						357,243
Intangible assets – net					103,273						116,477
Developed technology & content					20,232						25,317
Upfront contract payments – net					36,991						45,993
Other					4,986						4,896
Total investments and other assets					545,027						560,656
Property, Plant and Equipment:
Land					2,245						2,245
Buildings and improvements					37,916						37,122
Machinery and equipment					275,058						272,034
Furniture and fixtures					25,411						23,832
Leasehold improvements					15,037						14,472
Additions in progress					5,776						5,230
Total property, plant and equipment					361,443						354,935
Less accumulated depreciation and amortization					274,212						250,317
Property, plant and equipment – net					87,231						104,618
Total				$	793,067					$	819,849

F-42

John H. Harland Company and Subsidiaries
Consolidated Balance Sheets  (continued)
(In thousands, except share and per share amounts)

			December 31,
			2006						2005
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable				$	42,727					$	38,822
Deferred revenues					79,797						72,245
Current maturities of long-term debt					157						5,448
Accrued liabilities:
Salaries, wages and employee benefits					46,220						44,343
Taxes					16,821						10,664
Customer incentives					13,196						12,075
Non-employee director compensation					10,865						—
Other					17,378						22,516
Total current liabilities					227,161						206,113
Long-Term Liabilities:
Long-term debt					211,054						250,116
Deferred income taxes					—						9,148
Other					42,277						35,330
Total long-term liabilities					253,331						294,594
Total liabilities					480,492						500,707
Commitments and Contingencies (see Note 14)
Temporary Equity					4,114						—
Shareholders’ Equity:
Preferred stock, authorized 500,000 shares of $1.00 par value, none issued					—						—
Common stock, authorized 144,000,000 shares of $1.00 par value, 37,907,497 shares issued					37,907						37,907
Additional paid-in capital					10,216						22,361
Retained earnings					591,754						540,894
Accumulated other comprehensive income (loss):
Foreign currency translation adjustments					201						108
Unrealized gains (losses) on investments – net					425						1,145
Actuarial loss on postretirement benefits – net					(1,359	)					—
Unamortized restricted stock awards					—						(19,749	)
					639,144						582,666
Less 12,135,733 and 10,707,645 shares in treasury, at cost					330,683						263,524
Total shareholders’ equity					308,461						319,142
Total				$	793,067					$	819,849

See Notes to Consolidated Financial Statements.

F-43

John H. Harland Company and Subsidiaries
Consolidated Statements of Income
(In thousands, except per share amounts)

			Years ended December 31,
			2006						2005						2004
Sales:
Product sales				$	790,984					$	768,421					$	632,650
Service sales					259,195						208,209						157,668
Total sales					1,050,179						976,630						790,318
Cost of sales:
Cost of products sold					403,074						403,606						343,419
Cost of services sold					117,714						87,658						56,970
Total cost of sales					520,788						491,264						400,389
Gross Profit					529,391						485,366						389,929
Selling, general and administrative expenses					383,630						342,379						288,199
Asset impairment charges					—						—						10,329
(Gain) loss on disposal of assets – net					56						67						(3,387	)
Amortization of other intangible assets					15,974						11,590						3,773
Income From Operations					129,731						131,330						91,015
Other Income (Expense):
Interest expense					(16,050	)					(9,994	)					(4,117	)
Gain on sale of investments – net					—						58						132
Other – net					936						1,059						732
Total					(15,114	)					(8,877	)					(3,253	)
Income from continuing operations and before income taxes and cumulative effect of change in accounting principle					114,617						122,453						87,762
Income taxes					41,688						46,201						32,732
Income from continuing operations and before cumulative effect of change in accounting principle					72,929						76,252						55,030
Cumulative effect of change in accounting principle, net of income taxes					345						—						—
(Loss) income from discontinued operations, net of income taxes					(5,176	)					(774	)					85
Net Income				$	68,098					$	75,478					$	55,115
Basic Earnings Per Common Share:
Income from continuing operations and before cumulative effect of change in accounting principle				$	2.81					$	2.80					$	2.02
Cumulative effect of change in accounting principle, net of income taxes				$	0.01					$	—					$	—
(Loss) income from discontinued operations, net of income taxes				$	(0.20	)				$	(0.03	)				$	—
Net Income				$	2.62					$	2.77					$	2.02
Diluted Earnings Per Common Share:
Income from continuing operations and before cumulative effect of change in accounting principle				$	2.73					$	2.71					$	1.96
Cumulative effect of change in accounting principle, net of income taxes				$	0.01					$	—					$	—
(Loss) income from discontinued operations, net of income taxes				$	(0.19	)				$	(0.03	)				$	—
Net Income				$	2.55					$	2.69					$	1.96

See Notes to Consolidated Financial Statements.

F-44

John H. Harland Company and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)

			Years ended December 31,
			2006						2005						2004
Operating Activities:
Net income				$	68,098					$	75,478					$	55,115
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation					33,720						36,808						36,004
Amortization of upfront contract payments					31,206						32,888						26,392
Other amortization					23,148						17,500						9,383
Cumulative effect of change in accounting principle, net of taxes					(345	)					—						—
Asset impairment charges					3,928						—						10,329
(Gain) loss on disposal of assets – net					56						67						(3,387	)
Share-based compensation					17,734						7,175						5,633
Tax benefits from share-based compensation											6,272						1,356
Deferred income taxes					(6,030	)					(2,247	)					25,585
Other – net					1,157						(267	)					1,930
Changes in assets and liabilities net of effects of businesses acquired:
Accounts receivable					(1,172	)					(3,767	)					(7,358	)
Income taxes receivable					2,650						10,143						(15,574	)
Inventories and other current assets					(5,892	)					(4,881	)					(31	)
Deferred revenues					7,153						7,461						(3,804	)
Accounts payable and accrued liabilities					(15	)					(3,642	)					5,907
Upfront contract payments					(22,204	)					(25,231	)					(27,109	)
Net cash provided by operating activities					153,192						153,757						120,371
Investing Activities:
Purchases of property, plant and equipment					(23,451	)					(23,917	)					(28,943	)
Proceeds from sale of property, plant and equipment					1,120						3,695						8,300
Payments for acquisition of businesses - net of cash acquired					(10,296	)					(239,756	)					(30,160	)
Other – net					56						(2,130	)					(240	)
Net cash (used in) investing activities					(32,571	)					(262,108	)					(51,043	)
FINANCING ACTIVITIES:
Credit facility borrowings					454,425						569,172						248,544
Credit facility payments					(498,388	)					(415,878	)					(274,302	)
Repurchases of stock					(75,434	)					(45,052	)					(45,295	)
Issuance of treasury stock					13,164						17,004						15,990
Dividends paid					(17,101	)					(15,267	)					(12,506	)
Tax benefits from share-based compensation					5,050						—						—
Other – net					(2,177	)					(544	)					(1,070	)
Net cash provided by (used in) financing activities					(120,461	)					109,435						(68,639	)
Increase in cash and cash equivalents					160						1,084						689
Cash and cash equivalents at beginning of year					10,298						9,214						8,525
Cash and cash equivalents at end of year				$	10,458					$	10,298					$	9,214
Supplemental cash flow information:
Interest paid				$	14,964					$	9,308					$	3,882
Income taxes paid, net of refunds					36,370						40,337						20,585

See Notes to Consolidated Financial Statements.

F-45

John H. Harland Company and Subsidiaries
Consolidated Statements of Shareholders’ Equity

			Years ended December 31, 2006, 2005 and 2004
(In thousands, except share and per share amounts)			Common Stock						Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Treasury Stock						Unamortized Restricted Stock Awards						Total Shareholders’ Equity
BALANCE, DECEMBER 31, 2003				$	37,907					$	7,788					$	448,688					$	(735	)				$	(232,797	)				$	(5,408	)				$	255,443
Net income																	55,115																								55,115
Other comprehensive income (loss):
Foreign currency translation adjustments																							301																		301
Unrealized losses on investments, net of $14 in tax benefits																							(23	)																	(23	)
Changes in fair value of cash flow hedging instruments, net of $175 in tax provision																							273																		273
Comprehensive income																																									55,666
Cash dividends, $0.45 per share																	(12,506	)																							(12,506	)
Repurchase of 1,399,300 shares of stock																													(45,295	)											(45,295	)
Issuance of 1,183,001 shares of treasury stock under stock compensation plans											1,100						(5,224	)											32,837						(12,723	)					15,990
Share-based compensation											882																								4,751						5,633
Tax benefits from share-based compensation											1,356																														1,356
Other											65						(64	)											(1,697	)											(1,696	)
BALANCE, DECEMBER 31, 2004					37,907						11,191						486,009						(184	)					(246,952	)					(13,380	)					274,591
Net income																	75,478																								75,478
Other comprehensive income (loss):
Foreign currency translation adjustments																							261																		261
Unrealized gains on investments, net of $784 in tax provision																							1,176																		1,176
Comprehensive income																																									76,915
Cash dividends, $0.55 per share																	(15,267	)																							(15,267	)
Repurchase of 1,178,722 shares of stock																													(45,052	)											(45,052	)
Issuance of 1,100,877 shares of treasury stock under stock compensation plans											3,762						(5,226	)											30,969						(12,501	)					17,004
Share-based compensation											1,043																								6,132						7,175
Tax benefits from share-based compensation											6,272																														6,272
Other											93						(100	)											(2,489	)											(2,496	)
BALANCE, DECEMBER 31, 2005					37,907						22,361						540,894						1,253						(263,524	)					(19,749	)					319,142
Adoption of SFAS 123R											(19,749	)																							19,749						—
Net income																	68,098																								68,098
Other comprehensive income (loss):
Foreign currency translation adjustments																							93																		93
Unrealized gains on investments, net of $481 in tax benefits																							(720	)																	(720	)
Comprehensive income																																									67,471
Cash dividends, $0.65 per share																	(17,101	)																							(17,101	)
Repurchase of 1,950,500 shares of stock																													(75,434	)											(75,434	)
Issuance of 522,412 shares of treasury stock under stock compensation plans											1,367																		11,797												13,164
Share-based compensation											12,422																														12,422
Tax benefits from share-based compensation											5,050																														5,050
Reclassification of non-employee director share-based deferred compensation to current liabilities											(6,014	)																													(6,014	)
Other											(1,107	)					(137	)											(3,522	)											(4,766	)
Reclassification to temporary equity for restricted stock awards pursuant to EITF Topic D-98											(4,114	)																													(4,114	)
Adoption of SFAS 158:
Actuarial loss on postretirement benefits, net of $3,017 in tax benefits																							(1,359	)																	(1,359	)
BALANCE, DECEMBER 31, 2006				$	37,907					$	10,216					$	591,754					$	(733	)				$	(330,683	)				$	—					$	308,461

See Notes to Consolidated Financial Statements.

F-46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Significant Accounting Policies

Consolidation

The consolidated financial statements include the financial statements of John H. Harland Company and its majority-owned subsidiaries (the ‘‘Company’’). Intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid debt instruments with a maturity, when purchased, of three months or less to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or market. Cost of inventory for checks, forms and hardware component parts is determined by average costing or the first-in, first-out method.

Impairment of Long-Lived Assets

Assets held for disposal are carried at the lower of carrying amount or fair value, less estimated cost to sell such assets. The Company reviews long-lived assets and certain intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and any impairment losses are reported in the period in which the impairment criteria are met based on the fair value of the asset.

Investments

The Company classifies its investments as either available-for-sale securities or trading securities. Available-for-sale securities consist of U.S. corporate securities and other equity interests which are stated at market value, with unrealized gains and losses on such investments reflected, net of tax, as other comprehensive income in shareholders’ equity. Realized gains and losses on investments are included in earnings and are derived using the specific identification method. If the market value of an investment declines below its cost, the Company evaluates whether the decline is temporary or other than temporary. The Company considers several factors in determining whether a decline is temporary including the length of time market value has been below cost, the magnitude of the decline, financial prospects of the business and the Company’s intention to hold the security. If a decline in market value of an investment is determined to be other th an temporary, the carrying amount is written down and included in current earnings.

Trading securities consist of investment assets, primarily mutual fund investments, of a nonqualified deferred compensation plan for eligible employees. Participants in this plan are able to direct contributions to a number of diversified assets and settle in cash. This plan is being accounted for under EITF 97-14, ‘‘Accounting for Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested.’’ As trading securities, changes in fair value are recognized as a charge or credit in other income. A related offsetting deferred compensation obligation is classified as a noncurrent liability and adjusted, with a corresponding charge or credit to

F-47

compensation cost, to reflect changes in the fair value of the amount owed to the participants. Investments held by the rabbi trust totaled $9.6 million and $7.1 million as of December 31, 2006 and 2005, respectively, and are included within the investment caption on the Company’s consolidated balance sheets with the corresponding liability being reflected as long-term. For 2006, 2005 and 2004, the investment income and corresponding compensation cost was $0.9 million, $0.4 million and $0.5 million, respectively.

The following is a summary of security investments at December 31, 2006 and 2005 (in thousands):

			Available-for-sale												Trading Securities
			Cost						Market						Cost						Market
2006
Rabbi trust					$—						$—						$9,366						$9,593
Other equity					1,718						2,427						—						—
Total					1,718						2,427						9,366						9,593
2005
Rabbi trust					—						—						6,894						7,120
Other equity					1,700						3,610						—						—
Total					$1,700						$3,610						$6,894						$7,120

Goodwill and Other Intangible Assets

Goodwill represents the excess of acquisition costs over the fair value of net assets of businesses acquired. The Company reviews goodwill for impairment annually in accordance with the provisions of Financial Accounting Standards Board (‘‘FASB’’) Statement No. 142, ‘‘Goodwill and Other Intangible Assets’’ (‘‘SFAS 142’’). No impairment of goodwill was identified during the years ended December 31, 2006, 2005 and 2004.

Other intangible assets consist primarily of purchased customer lists, developed technology, content and trademarks that were acquired in business combinations. Other intangible assets are amortized on an accelerated or straight-line basis over periods ranging from four to twenty years. Amortization periods of other intangible assets are periodically reviewed to determine whether events or circumstances warrant revision to estimated useful lives. Carrying values of other intangible assets are reviewed to assess recoverability whenever events or changes in circumstances indicate that the carrying value may not be recoverable based on expectations of undiscounted cash flows.

Upfront Contract Payments

Certain contracts with the Company’s customers involve upfront payments to the customer. These payments are capitalized and amortized as a reduction of sales over the life of the related contract and are generally refundable from the customer on a prorated basis if the contract is canceled prior to the contract termination date. At December 31, 2006, $32.6 million of these unamortized payments were refundable and $4.4 million were nonrefundable.

Software and Other Development Costs

The Company expenses research and development costs, including expenditures related to development of software products that do not qualify for capitalization. Research and development costs, which are primarily costs incurred related to the development of software, totaled $25.3 million, $23.4 million and $21.9 million in 2006, 2005 and 2004, respectively, and are recorded in selling, general and administrative expenses.

F-48

Software development costs incurred prior to the establishment of technological feasibility are expensed as incurred. Software development costs incurred after the technological feasibility of the subject software product has been established and prior to its availability for sale are capitalized in accordance with FASB Statement No. 86, ‘‘Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.’’ Capitalized software development costs are amortized on a product-by-product basis using the estimated economic life of the product on a straight-line basis over three to six years. Unamortized software development costs in excess of estimated net realizable value from a particular product are written down to their estimated net realizable value.

The Company accounts for costs to develop or obtain computer software for internal use in accordance with Accounting Standards Executive Committee Statement of Position 98-1, ‘‘Accounting for the Costs of Computer Software Developed or Obtained for Internal Use,’’ which requires certain costs to be capitalized.

Advertising Costs

Advertising costs are expensed as incurred and were $5.2 million, $5.2 million and $3.4 million for 2006, 2005 and 2004, respectively. Advertising costs, which are recorded in selling, general and administrative expenses, consist primarily of marketing new products, re-branding existing products and launching new initiatives throughout the Company.

Property, Plant and Equipment

Property, plant and equipment are carried at cost. Depreciation of buildings is computed primarily by the straight-line method over periods up to 45 years. Depreciation of equipment, furniture and fixtures is calculated by the straight-line method over periods ranging from three to ten years. Leasehold improvements are amortized by the straight-line method over the life of the lease or the life of the property, whichever is shorter. Accelerated methods are used for income tax purposes for all property where allowed. The Company capitalizes the qualifying costs of software developed or obtained for internal use. Depreciation is computed for internal use software by using the straight-line method over three to seven years.

Depreciation expense was $33.7 million, $36.8 million and $36.0 million in 2006, 2005 and 2004, respectively.

Self-Insurance

The Company is primarily self-insured for workers’ compensation and group medical costs. Provisions for losses expected under these programs are recorded based on the Company’s estimates of the aggregate liabilities for the claims incurred. Payments for claims beyond one year have been discounted. As of December 31, 2006 and 2005, the combined liabilities for workers compensation and group medical liability were $8.4 million and $8.8 million, respectively.

Risk Management Contracts

The Company recognizes all derivatives at fair value as either assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, the Company recognizes the changes in fair value of these instruments in other comprehensive income.

The Company has used derivative financial instruments to manage interest rate risk. On the date the interest rate derivative contract is entered into, the Company designates the derivative as either a fair value hedge or a cash flow hedge. The Company formally documents the relationship between hedging instruments and the hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. The Company links all hedges that are designated as fair value hedges to specific assets or liabilities on the balance sheet or to specific firm commitments. The

F-49

Company links all hedges that are designated as cash flow hedges to forecasted transactions or to liabilities on the balance sheet. The Company also assesses, both at the inception of the hedge and on an on-going basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. If an existing derivative were to become not highly effective as a hedge, the Company would discontinue hedge accounting prospectively.

During 2004, the Company recorded the changes in values related to cash flow hedges in other comprehensive income and such changes were not material. There were no cash flow hedges in place during 2006 and 2005. In 2006, 2005 and 2004, the Company did not have any hedging instruments that were designated as fair value hedges.

Translation of Foreign Currencies

Financial statement accounts that are maintained in foreign currencies are translated into U.S. dollars. Assets and liabilities denominated in foreign currencies are translated at end-of-period exchange rates. Results of operations denominated in foreign currencies are translated using average exchange rates for the year. The resulting currency translation adjustments are reported in accumulated other comprehensive income. Realized currency exchange gains and losses resulting from transactions are included in earnings as incurred and were not significant in 2006, 2005 and 2004. The Company considers undistributed earnings of foreign subsidiaries to be permanently invested. As a result, no income taxes have been provided on these undistributed earnings or on the foreign currency translation adjustments recorded as a part of other comprehensive income.

Revenue Recognition

The Company recognizes product and services revenue when persuasive evidence of a noncancelable arrangement exists, delivery has occurred and/or services have been rendered, the price is fixed or determinable, collectibility is reasonably assured, legal title and economic risk is transferred to the customer and when an economic exchange has taken place.

For multiple-element software arrangements, total revenue is allocated to each element based on the fair value method or the residual method when applicable. Under the fair value method, the total revenue is allocated among the elements based upon the relative fair value of each element as determined through vendor-specific objective evidence. Under the residual method, the fair value of the undelivered maintenance, training and other service elements, as determined based on vendor-specific objective evidence (the price of a bundled element when sold separately), is deferred and the remaining (residual) arrangement is recognized as revenue at the time of delivery. For multiple-element arrangements that do not include software, total revenue is allocated to contract elements based on the provisions of EITF 00-21, ‘‘Accounting for Revenue Arrangements with Multiple Elements.’’ Maintenance fees are deferred and recognized ratably over the ma intenance period, which is usually twelve months. Training revenue is recognized as the services are performed.

Revenue from licensing of software under usage-based contracts is recognized ratably over the term of the agreement or on an actual usage basis. Revenue from licensing of software under limited term license agreements is recognized ratably over the term of the agreement.

For software that is installed and integrated by the Company or customer, revenue is recognized upon shipment assuming functionality has already been proven and there are no significant customizations that would cause a substantial acceptance risk. For software that is installed, integrated and customized by the Company, revenue is recognized on a percentage-of-completion basis as the services are performed using an input method based on labor hours. Estimates of efforts to complete a project are used in the percentage-of-completion calculation. Due to the uncertainties inherent in these estimates, actual results could differ from those estimates.

Revenue from outsourced data processing services and other transaction processing services is recognized in the month the transactions are processed or the services are rendered.

F-50

The contractual terms of software sales do not provide for product returns or allowances. However, on occasion the Company may allow for returns or allowances primarily in the case of a new product release. Provisions for estimated returns and sales allowances are established by the Company concurrently with the recognition of revenue and are based on a variety of factors including actual return and sales allowance history and projected economic conditions.

Service revenues are comprised of revenues derived from software maintenance agreements, card services, field maintenance services, core processing service bureau deliverables, analytical services, consulting services and training services.

Accrued Customer Incentives

The Printed Products segment has contractual agreements with many of its customers that provide incentives for rebates or discounts on certain products. Such rebates and discounts are recorded as reductions to revenue and as accrued liabilities. Some agreements may provide for the purchase of certain products not covered by that agreement to be purchased at a discount by the customer and the cost of such products is recorded as cost of goods sold over the term of the agreement and as an accrued liability.

Shipping and Handling

Revenue received from shipping and handling fees is reflected in net sales. Costs related to shipping and handling are included in cost of goods sold.

Share-Based Compensation

Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R) (‘‘SFAS 123(R)’’), ‘‘Share-Based Payment,’’ which establishes accounting for share-based awards exchanged for employee services. Under the provisions of SFAS 123(R), share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). The Company amortizes share-based compensation by using the straight-line method. The Company elected to adopt the modified prospective transition method as provided by SFAS 123(R). In accordance with the requirements of the modified prospective transition method, consolidated financial statements for prior year periods have not been restated to reflect the fair value method of expensing share-base d compensation. Additionally, effective with the adoption of SFAS 123(R) excess tax benefits realized from the exercise of share-based awards are classified in cash flows from financing activities.

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Prior to January 1, 2006, the Company applied Accounting Principles Board Opinion No. 25, ‘‘Accounting for Stock Issued to Employees’’ (‘‘APB 25’’) and related interpretations in accounting for its share-based compensation plans and applied the disclosure-only provisions of FASB Statement No. 123, ‘‘Accounting for Stock-Based Compensation (‘‘SFAS 123’’), as amended by FASB Statement No. 148, ‘‘Accounting for Stock-Based Compensation-Transition and Disclosure’’ (‘‘SFAS 148’’). In accordance with APB 25, no stock-based compensation cost was reflected in net income for options or purchases under the Company’s stock purchase plans. If the compensation cost for options granted under the Company’s stock-based compensation plans and purchases under the employee stock purchase plan had been determined based on the fair value at the grant dates, consistent with SFAS 123, the Company’s net income and earnings per share would have changed to the pro forma amounts as follows (in thousands):

			2005						2004
Net income:
As reported				$	75,478					$	55,115
Add: stock-based compensation expense included in reported net income, net of tax					4,377						3,436
Deduct: stock-based compensation expense determined under the fair value based method for all awards, net of tax					(8,467	)					(7,405	)
Pro forma net income				$	71,388					$	51,146
Earnings per common share:
As reported
Basic				$	2.77					$	2.02
Diluted				$	2.69					$	1.96
Pro forma
Basic				$	2.62					$	1.88
Diluted				$	2.54					$	1.83

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. The Black-Scholes model incorporates assumptions as to dividend yield, volatility, an appropriate risk-free interest rate and the expected life of the option. Many of these assumptions require management’s judgment. The Company’s volatility is based upon historical volatility of the Company’s stock unless management has reason to believe that future volatility will differ from the past. The expected term for grants under SFAS 123(R) is derived using the simplified method which is the average of the weighted average vesting period and the contractual term. The risk-free rate is based on the yield on the zero coupon U.S. Treasury in effect at the time of grant based on the expected term of the option. The fair value of restricted stock awards is based on the market value at the date of grant.

The Company uses a lattice option-pricing model to estimate the value of cash-settled share appreciation rights (‘‘cash-settled SARs’’) due to certain features included in those awards that are not anticipated in a Black-Scholes option-pricing model. The lattice option-pricing model incorporates assumptions as to dividend yield, volatility, risk-free interest rate and a post-vesting termination rate. Many of these assumptions require management’s judgment. The dividend yield, volatility and risk-free interest rates are determined in the same manner as assumptions used in the Black-Scholes option-pricing model. The expected life is derived from the output of the binomial lattice model and represents the period of time that the cash-settled SARs are expected to be outstanding. The post-vesting termination rate is estimated based on the Company’s past experience with its stock option awards. Cash-settled SARs are liability-classi fied awards which are remeasured to fair value at each reporting date.

Shares issued under stock compensation plans are issued from the Company’s treasury shares. In December 2005, the Company’s board of directors approved a plan to repurchase 3,000,000 shares. Shares purchased may be held in treasury, used for acquisitions, used to fund the Company’s share-based benefit and compensation plans or for other corporate purposes. During the year ended

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December 31, 2006, the Company repurchased 1,950,500 shares under this plan. The Company is not permitted to purchase additional shares under this authorization without the written consent of MFW pursuant to the merger agreement with MFW (see Note 17).

Upon the adoption of SFAS 123(R) the Company recognized a benefit of $0.6 million ($0.3 million after tax) as the cumulative effect of a change in accounting principle resulting from the requirement to estimate forfeitures of the Company’s restricted stock grants at the date of grant instead of recognizing them as incurred. The estimated forfeiture rate was applied to the previously recorded compensation expense of the Company’s unvested restricted stock in determining the cumulative effect of a change in accounting principle. The cumulative benefit, net of tax, increased both basic and diluted earnings per share by $0.01 for the twelve month period ended December 31, 2006.

As a result of the SFAS 123(R) requirements, share-based compensation costs increased $6.6 million before income taxes, or $0.15 per diluted share, during the twelve month period ended December 31, 2006.

See Note 10 for more information regarding the Company’s stock compensation plans.

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Earnings Per Common Share

Earnings per common share for 2006, 2005 and 2004 have been computed under the provisions of FASB Statement No. 128, ‘‘Earnings Per Share.’’ The computation of basic and diluted earnings per share was as follows (in thousands, except per share amounts):

			2006						2005						2004
Numerators:
Income from continuing operations and before cumulative effect of change in accounting principle				$	72,929					$	76,252					$	55,030
Cumulative effect of change in accounting principle, net of income taxes					345						—						—
(Loss) income from discontinued operations, net of income taxes					(5,176	)					(774	)					85
Net income				$	68,098					$	75,478					$	55,115
Denominator – basic
Weighted average shares outstanding					25,759						27,056						27,129
Weighted average deferred shares outstanding under non-employee directors compensation plan					196						168						140
Weighted average shares outstanding – basic					25,955						27,224						27,269
Denominator – diluted
Weighted average shares outstanding – basic					25,955						27,224						27,269
Dilutive effect of stock options and restricted stock					748						866						815
Weighted average shares outstanding – diluted					26,703						28,090						28,084
Earnings Per Common Share – basic:
Income from continuing operations and before cumulative effect of change in accounting principle				$	2.81					$	2.80					$	2.02
Cumulative effect of change in accounting principle, net of income taxes				$	0.01					$	—					$	—
(Loss) income from discontinued operations, net of income taxes				$	(0.20	)				$	(0.03	)				$	—
Net income				$	2.62					$	2.77					$	2.02
Earnings Per Common Share – diluted:
Income from continuing operations and before cumulative effect of change in accounting principle				$	2.73					$	2.71					$	1.96
Cumulative effect of change in accounting principle, net of income taxes				$	0.01					$	—					$	—
(Loss) income from discontinued operations, net of income taxes				$	(0.19	)				$	(0.03	)				$	—
Net income				$	2.55					$	2.69					$	1.96

The potentially dilutive common shares relate to options and restricted stock granted under stock compensation plans. Potentially dilutive common shares that were not included in the calculation of diluted earnings per share for 2006, 2005 and 2004 because they were anti-dilutive were 100,606; 468 and 10,457, respectively.

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Income Taxes

The Company recognizes a liability or asset for the deferred tax consequences of temporary differences between financial statement and tax bases of assets and liabilities. A valuation allowance is provided for deferred tax assets for which realization cannot be considered more likely than not.

New Accounting Standards

In June 2006, the Financial Accounting Standards Board (‘‘FASB’’) issued FASB Interpretation No. 48 (‘‘FIN 48’’), ‘‘Accounting for Uncertainty in Income Taxes,’’ an interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, ‘‘Accounting for Income Taxes.’’ FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. For the Company, FIN 48 is effective beginning January 1, 2007.

The Company is currently in the process of evaluating FIN 48 for all open tax years, which generally include the tax years ended December 31, 2001, and forward. Prior to the issuance of FIN 48, the Company had already established a method of accounting for tax uncertainties that closely matched the general principles of FIN 48. More specifically, the Company utilized a process of identifying tax uncertainties to which the Company assessed whether each position met a ‘‘more likely than not’’ recognition threshold. Following this recognition test, the Company used a ‘‘best estimate’’ approach for the measurement of these tax positions. While the Company’s ‘‘best estimate’’ approach to measuring tax uncertainties differs from the FIN 48 ‘‘cumulative probability’’ approach, at this time, the Company has no reason to believe that these two measurement appro aches will yield significantly dissimilar results.

As part of the process to adopt FIN 48, the Company has executed a series of procedures that include, but are not limited to, the identification and inventorying of income tax positions for open tax years, the determination of whether identified tax uncertainties satisfied the ‘‘more likely than not’’ recognition threshold, and the documentation of all findings to date. The Company is in the process of completing its measurement of tax uncertainties and their impact, if any, on their financial statements. To date, the Company has not identified any new uncertain tax positions that had not been accounted for under its prior method of accounting for tax uncertainties.

In September 2006, the FASB issued Statement No. 157, ‘‘Fair Value Measures’’ (‘‘SFAS 157’’). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting SFAS 157 on its financial statements.

In September 2006, the FASB issued Statement No. 158, ‘‘Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132R’’ (‘‘SFAS 158’’). SFAS 158 requires an entity to recognize in its statement of financial condition the funded status of its defined benefit postretirement plans, measured as the difference between the fair value of the plan assets and the benefit obligation. SFAS 158 also requires an entity to recognize changes in the funded status of a defined benefit postretirement plan within accumulated other comprehensive income, net of tax, to the extent such changes are not recognized in earnings as components of periodic net benefit cost. SFAS 158 is effective as of the end of the fiscal year ended December 31, 2006. SFAS 158 does not change the amount of actuarially determined expense that is recorded in the c onsolidated statement of income. See Note 12 for the incremental effect of the adoption of SFAS 158 on the Company’s financial position.

In September 2006, the Securities and Exchange Commission (‘‘SEC’’) issued Staff Accounting Bulletin No. 108 (‘‘SAB 108’’). SAB 108 expresses SEC staff views regarding the process of

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quantifying and evaluating the materiality of misstatements in financial statements. SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of SAB 108 did not have any impact on the Company’s results from operations or financial position.

In November 2004, the FASB issued FASB Statement No. 151, ‘‘Inventory Costs – An Amendment of ARB No. 43, Chapter 4’’ (‘‘SFAS 151’’) to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted materials should be recognized as current-period charges and also requires that allocation of fixed production overheads to costs of conversion be based on the normal capacity of the production facilities. The Company adopted the provisions of SFAS 151 on January 1, 2006. The adoption of SFAS 151 did not have a material effect on the Company’s financial position and results of operations.

Reclassifications

Prior to 2006, the Company included substantially all stock compensation expense and a 401(k) plan performance contribution as a corporate expense classified within selling, general and administrative expenses. In conjunction with the adoption of SFAS 123(R) and pursuant to SEC Staff Accounting Bulletin No. 107, the Company elected to include stock compensation and the 401(k) plan performance contribution expense in results of operations of the related business segment and to classify a portion of these expenses to cost of goods sold based on the activities of individuals within the business segment that are participants in these compensation programs. Prior periods have been reclassified to conform to these changes. This reclassification to prior periods had no impact on net income or on shareholders’ equity as previously reported.

Business Segment Changes

During the fourth quarter of 2006, the Company transferred its field maintenance services from the Scantron business segment to the Software and Services business segment. This transfer was implemented to align the relationship between core processing offerings and the services and maintenance requirements of the financial institution market. Also in the fourth quarter of 2006, the Company classified a printing operation in Mexico as discontinued operations and, accordingly, removed such operations from the Printed Products segment. During the third quarter of 2006, the Company reassigned certain business operations including card products, educational services and fraud payment prevention solutions from the Software & Services business segment to the Printed Products business segment. During the second quarter of 2006, the Company transferred certain business operations related to on-site check printing systems from the Software & Services business segm ent to the Printed Products business segment. Accordingly, prior period results have been revised to conform to the 2006 business segment changes.

2.	Acquisitions

All acquisitions in 2006, 2005 and 2004 were paid for with cash provided from operating activities and proceeds from the Company’s credit facility. The results of operations of each acquired business have been included in the Company’s operations beginning as of the date of the particular acquisition.

2006 Acquisitions

On April 28, 2006, Harland Financial Solutions, Inc. (‘‘HFS’’), a wholly owned subsidiary of the Company, acquired the remaining 20% of equity interests in Cavion LLC (‘‘Cavion’’) from outside investors for approximately $4.2 million in cash, including $1.0 million for the net minority interest of Cavion’s operations, and acquisition costs. The transaction increased HFS’s equity ownership in Cavion to 100%. The previous 80% ownership in Cavion had been obtained as a result of the Liberty acquisition in June 2005. The Cavion operation includes web design, web hosting and Internet banking services and provides financial institutions with a private secure network to conduct business with vendors and customers. The results of Cavion’s operations have been included in the Company’s operations since the Liberty acquisition. The net minority interest portion of Cavion&rsquo ;s operations was

F-56

included in the other-net caption on the condensed consolidated statements of income. Prior to the acquisition of the remaining 20% equity interest in Cavion, the Company had approximately $1.0 million of Cavion-related minority interests included in the other long-term liabilities caption of the condensed consolidated balance sheet.

On January 31, 2006, HFS acquired Financialware, Inc. (‘‘Financialware’’) for approximately $7.1 million in a cash for equity transaction. Financialware was a provider of enterprise content management solutions, serving domestic and international financial institution clients. The acquisition expands and strengthens the Company’s position in electronic check processing, statement rendering, document archival and retrieval, report management and image exchange software. The enterprise content management system technology, through automation, allows a consolidated view of customer accounts, transactions and documents via an accessible browser by both the financial institution’s employees and their customers. Financialware’s results of operations were included in the Company’s operations as of January 31, 2006.

The estimated fair value of assets and liabilities at the acquisition date for both acquisitions totaled $10.3 million and consisted of goodwill of $7.6 million of which $4.9 million is expected to be deductible for tax purposes, other intangible assets of $4.0 million (estimated weighted average useful life of nine years), which included $1.2 million in developed technology (estimated weighted average useful life of six years), and $2.8 million in customer lists (estimated weighted average useful life of 11 years), other assets of $0.7 million and assumed liabilities of $2.1 million. At December 31, 2006, $0.5 million was being held in escrow to satisfy indemnification claims, if any, under the terms of the purchase agreement related to the Financialware acquisition.

The allocation of purchase price is preliminary and subject to refinement as the Company finalizes the valuation of certain assets and liabilities. The pro forma effects of these acquisitions were not material to the Company’s results of operations.

2005 Acquisitions

On June 10, 2005, the Company acquired substantially all of the assets of Liberty Enterprises, Inc. (‘‘Liberty’’) for approximately $161.0 million in cash, including acquisition costs. Liberty is a provider of checks, marketing services, card services, education and e-commerce solutions primarily to credit unions. The addition of Liberty expanded the Company’s presence among credit unions, and management believes that the combined range of products and services positions the Company to be a preferred partner for credit unions across the country.

On April 13, 2005, Harland Financial Solutions, Inc. (‘‘HFS’’), a wholly owned subsidiary of the Company, amended its asset purchase agreement with Mitek Systems, Incorporated (‘‘Mitek Systems’’), which was originally entered into in July 2004, to purchase certain additional assets for $1.0 million. These assets had been excluded in the original agreement pending settlement of certain third party contractual issues by Mitek Systems.

On April 4, 2005, HFS acquired Intrieve, Incorporated (‘‘Intrieve’’) for approximately $77.1 million, including acquisition costs, in a cash for equity transaction. This acquisition expanded the HFS product and service offerings to include outsourced core processing, comprehensive item processing and electronic banking and payments processing for thrifts and community banks. The acquisition also included in-house financial management software, turnkey check and MICR document printing systems, and a datacenter operation that provides co-location and hot-site disaster recovery services.

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The combined purchase price for assets acquired through acquisitions in 2005 totaled $239.1 million, net of cash acquired. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on the acquisition dates (in thousands):

									Value						Weighted Average Useful Life in Years
Current assets										$	25,432
Property, plant and equipment											10,483
Goodwill											130,182
Intangibles:
Customer lists					103,300												18.7
Developed technology					12,640												5.0
Trademarks					7,600												5.4
Total intangibles											123,540
Other assets											1,439
Total assets acquired											291,076
Current liabilities											37,233
Deferred income taxes											10,565
Other											4,177
Total liabilities assumed											51,975
Net assets										$	239,101

The allocations of purchase price resulted in $130.2 million allocated to goodwill of which $60.5 million is expected to be deductible for tax purposes. Goodwill of $60.0 million and $70.2 million was assigned to the Company’s Printed Products and Software & Services business segments, respectively. The allocation of the purchase price includes $8.3 million for actions taken for the integration of Liberty operations. The principal factor affecting the purchase price, which resulted in the recognition of goodwill, was the fair value of the going-concern element of the Liberty and Intrieve businesses, which includes the assembled workforces and synergies that are expected to be achieved.

The following unaudited pro forma summary presents information as if the acquisitions of the businesses acquired in 2005 occurred at the beginning of the year of each period presented (in thousands, except per share amounts):

(Unaudited)			2005						2004
Net Sales				$	1,053,650					$	979,454
Net Income				$	69,167					$	59,541
Earnings per common share:
Basic				$	2.54					$	2.18
Diluted				$	2.46					$	2.12

The unaudited pro forma summary for the period presented includes adjustments for changes in levels of amortization of intangible assets, interest income, interest expense, and income taxes. The pro forma results for 2005 include $12.7 million of nonrecurring acquisition-related expenses incurred by the acquired operations prior to the business combinations. The Company expects to realize operating synergies with the acquired operations. This pro forma information does not reflect any such potential synergies. The unaudited pro forma summary does not purport to be indicative of either the results of operations that would have occurred had the acquisitions taken place at the beginning of the periods presented or of future results.

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2004 Acquisitions

On November 12, 2004, HFS acquired London Bridge Phoenix Software Inc. (‘‘Phoenix System’’). Phoenix System, an integrated core banking solution that operates in both the Windows^® NT and Unix environments, features open relational database choices and leverages the latest Internet and network technology to optimize delivery channel integration. Phoenix System is delivered in both in-house and service bureau configurations. Also included in the acquisition were the Phoenix Internet Banking System, also known as IBANK, and the TradeWind international trade finance management system. The acquisition provided HFS with a proven service bureau delivery option for banks and thrifts.

On July 7, 2004, HFS acquired certain assets and operations including exclusive distribution and licensing rights related to the CheckQuest^® item processing and CaptureQuest^® electronic document management solutions from Mitek Systems. Mitek Systems is a provider of recognition software-based fraud protection and document processing solutions to banks and other businesses, and licenses its recognition engine toolkits to major software and hardware providers in the imaging and document processing industry. CheckQuest provides financial institutions with a check imaging and item processing solution that enables them to take advantage of the efficiencies offe red by the Federal Check Clearing for the 21st Century Act. CaptureQuest is an electronic document management system that allows financial institutions to file, distribute, archive, retrieve and automatically process documents and forms of all types and quantities. As part of the agreement, HFS has also licensed from Mitek Systems the QuickStrokes^® family of recognition toolkits and the QuickFX^® Pro form identification toolkit for use with CheckQuest and a variety of other applications.

On April 30, 2004, HFS acquired certain assets and operations related to the electronic mortgage document business of Greatland^TM Corporation. Greatland^TM Corporation is a provider of forms technology, compliance expertise and software compatible products used to meet the needs of businesses to convey regulatory information. The Greatland mortgage document set is employed by many of the industry’s leading mortgage lenders and mortgage loan origination system technology providers. Greatland’s electronic mortgage document products allow HFS to build on its leadership position in compliance and mortgage solutions.

The combined purchase price of net assets acquired through acquisitions in 2004 totaled approximately $29.4 million, net of cash acquired. The fair value of assets and liabilities at the acquisition dates consisted of goodwill of $18.7 million, of which $5.4 million is expected to be deductible for tax purposes, other intangible assets of $10.2 million (estimated weighted average useful life of eight years), which included $6.3 million in developed technology (estimated weighted average useful life of nine years) and $3.9 million in customer lists (estimated weighted average useful life of 13 years), other assets of $7.9 million and assumed liabilities of $7.4 million. The pro forma effects of the 2004 acquisitions were not material to the Company’s results of operations.

3.	Goodwill and Intangible Assets

Goodwill and intangible assets with indefinite lives are not amortized but are tested at least annually for impairment. Separable intangible assets with definitive lives are amortized over their useful lives.

The changes in the carrying amounts of goodwill by business segment for 2006 and 2005 are as follows (in thousands):

			Printed Products						Software & Services						Scantron						Consolidated
Balances as of December 31, 2004				$	24,709					$	178,826					$	30,452					$	233,987
Goodwill acquired during 2005					58,558						67,172						—						125,730
Purchase price allocation adjustments – net					—						(2,311	)					(163	)					(2,474	)
Balances as of December 31, 2005					83,267						243,687						30,289						357,243
Goodwill acquired during 2006					—						7,674						—						7,674
Purchase price allocation adjustments – net					132						2,476						—						2,608
Balances as of December 31, 2006				$	83,399					$	253,837					$	30,289					$	367,525

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Intangible assets with definitive lives at December 31, 2006 and 2005 were comprised of the following (in thousands):

			December 31, 2006																		December 31, 2005
			Gross Carrying Amount						Accum. Amort.						Net Carrying Amount						Gross Carrying Amount						Accum. Amort.						Net Carrying Amount
Developed technology				$	47,210					$	(28,025	)				$	19,185					$	45,834					$	(22,030	)				$	23,804
Customer lists					136,105						(40,276	)					95,829						133,305						(26,143	)					107,162
Trademarks					11,347						(3,903	)					7,444						11,400						(2,085	)					9,315
Content					1,900						(853	)					1,047						2,300						(787	)					1,513
Total				$	196,562					$	(73,057	)				$	123,505					$	192,839					$	(51,045	)				$	141,794

Amortization expense of developed technology and content is included in the cost of sales caption on the statements of income.

Aggregate amortization expense for intangible assets totaled $22.5 million, $17.0 million and $8.9 million for 2006, 2005 and 2004, respectively. The estimated intangible amortization expense for each of the next five years beginning January 1, 2007 is as follows (in thousands):

Year			Amount
2007					$21,160
2008					18,063
2009					14,915
2010					13,097
2011					10,096
Thereafter					46,174
Total					$123,505

4.	Asset Impairment Charges

In 2006, the Company recorded an asset impairment charge of $3.5 million related to the Company’s decision to dispose of a Printed Products business operation in Mexico. The impairment charge is included in discontinued operations on the consolidated income statement (see Note 16).

In September 2004, the Company concluded that upgrading certain existing customer care systems in its Printed Products segment would be more economical than continued development of portions of certain new customer care systems. The decision to terminate development efforts required a non-cash, pre-tax impairment charge of $7.9 million which was based on previously capitalized costs, less accumulated depreciation thereon, for the discontinued portions. The Company continued with development and implementation of the remaining portions of the systems.

During the second quarter of 2004, a Printed Products facility in Denver was closed pursuant to a plant consolidation plan. In the second quarter and fourth quarter of 2004, asset impairment charges of $2.3 million and $0.1 million, respectively, were recorded to adjust the basis of the Denver facility to its estimated fair value (see Note 6).

5.	Integration and Reorganization Actions

Upon the acquisition of Liberty in June 2005, an integration plan was developed that included the consolidation of six Liberty facilities into the Company’s existing network of regional production facilities and the elimination of duplicate selling, general and administrative expenses. As of December 31, 2006, costs of $8.6 million were recorded for actions taken for this integration, which were primarily for severance benefits and lease abandonment charges.

During the third quarter of 2004, the Company completed a reorganization of its Printed Products operations including the consolidation of manufacturing operations from 14 plants to 9 plants. Two of

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the facilities that were closed were leased. One of these facilities was under lease through late 2005 and the other is under lease through mid-2010. During the third quarter of 2004, the Company sublet the latter facility for the remaining term of the lease.

In addition to the plant consolidation, Printed Products implemented other staffing reductions beginning in the fourth quarter of 2003 which were completed during the third quarter of 2004. These actions were primarily due to excess capacity in production facilities resulting from efficiencies realized from digital printing technology and lower volumes attributable to the losses of certain large customers, including a direct check marketer, and general market volume decline. The Company undertook these actions to bring its production and support structures in line with its business levels.

The following table presents the cumulative net costs of these actions incurred through December 31, 2006 (in thousands):

			Liberty Integration						Plant Consolidation						Staffing Reduction Actions
Employee severance				$	5,937					$	2,843					$	4,545
Revision of depreciable lives and salvage values					—						3,459						—
Asset impairment charge and disposal (gains) and losses					—						(1,132	)					—
Relocation and other costs					—						2,236						—
Contract termination costs related to leaseholds					1,513						707						—
Other					1,176						—						—
Total				$	8,626					$	8,113					$	4,545

The following table presents net expenses by income statement caption for plant consolidation and other staffing reduction actions for 2006, 2005 and 2004 (in thousands):

			2006						2005						2004
Plant consolidation expenses:
Cost of sales				$	(150	)				$	97					$	5,347
Asset impairment charges											—						2,444
Gain on disposal of assets – net											37						(3,612	)
Total				$	(150	)				$	134					$	4,179
Other staffing reduction actions:
Selling, general and administrative expenses				$	—					$	—					$	1,644

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The following table reconciles the beginning and ending liability balances for 2006, 2005 and 2004 related to these actions and are included in the other current and noncurrent liabilities captions on the balance sheet (in thousands):

									Charged to												Utilized
			Beginning Balance						Goodwill						Costs and Expenses						Cash						Non-Cash						Ending Balance
2004
Plant consolidation:
Employee severance				$	1,659					$	—					$	1,115					$	(2,563	)				$	—					$	211
Revision of depreciable lives and salvage values					—						—						1,321						—						(1,321	)					—
Asset impairment charges and disposal (gains) and losses					—												(1,168	)					5,301						(4,133	)					—
Relocation and other costs					—						—						2,035						(2,035	)					—						—
Contract termination costs related to leaseholds					—						—						876						(362	)					167						681
Staffing reduction actions:
Employee severance					1,125						—						1,644						(2,708	)					—						61
Total					2,784						—						5,823						(2,367	)					(5,287	)					953
2005
Liberty integration:
Employee severance					—						5,802						100						(2,960	)					—						2,942
Contract termination costs related to leaseholds					—						1,339						—						—						—						1,339
Plant consolidation:
Employee severance					211						—						(3	)					(209	)					—						—
Contract termination costs related to leaseholds					681						—						(19	)					(462	)					—						200
Other					—						—						119						(118	)					—						—
Staffing reduction actions:
Employee severance					61						—						—						(61	)					—						—
Total					953						7,141						197						(3,810	)					—						4,481
2006
Liberty integration:
Employee severance					2,942						6						29						(2,493	)					—						484
Contract termination costs related to leaseholds					1,339						(50	)					224						(632	)					—						881
Other					—						1,176						—						(1,122	)											54
Plant consolidation:
Contract termination costs related to leaseholds					200						—						(150	)					—						—						50
Total				$	4,481					$	1,132					$	103					$	(4,247	)				$	—					$	1,469

6.	Property Held for Sale

At December 31, 2006, properties held for sale totaled $0.3 million related to the property, plant and equipment of a printing operation in Mexico (see Note 16). At December 31, 2004, property held for sale was $3.4 million, which consisted of the Company’s Printed Products facility in Denver. In the second quarter and fourth quarter of 2004, asset impairment charges of $2.3 million and $0.1 million

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were recorded to adjust the basis of the Denver facility to its estimated fair value. During the second quarter of 2005, the Company sold the Denver facility, which was closed during the second quarter of 2004 for $3.4 million.

During the fourth quarter of 2004, the Company sold its St. Louis facility and realized a pre-tax gain of $0.1 million. During the first quarter of 2004, the Company sold its Printed Products facility in San Diego, and realized a pre-tax gain of $3.7 million.

7.	Long-Term Debt

In July 2006, the Company entered into a new credit facility (the ‘‘Credit Facility’’) with a syndicate of banks increasing the amount available from $412.5 million under the previous credit facility to $450.0 million. The Credit Facility is comprised of an $87.5 million term loan and a $362.5 million revolving loan both of which mature in 2011. The term loan does not have any annual repayment requirements. The Credit Facility may be used for general corporate purposes, including acquisitions, and includes both direct borrowings and letters of credit. The Credit Facility is unsecured and the Company presently pays a commitment fee of 0.10% on the unused amount of the Credit Facility. Borrowings under the Credit Facility bear interest, at the Company’s option, based upon one of the following indices (plus a margin as defined): the Federal Funds Rate, the Wachovia Bank Base Rate or LIBOR (as defined therein). The Credit Facility has certain financial covenants including, among other items, leverage and fixed charge coverage. The Credit Facility also has restrictions that limit the Company’s ability to incur additional indebtedness, grant security interests or sell its assets beyond certain amounts.

Long-term debt consisted of the following as of December 31, 2006 and 2005 (in thousands):

			2006						2005
Credit Facility				$	210,631					$	254,594
Other					580						970
Total					211,211						255,564
Less current portion					157						5,448
Long-term debt				$	211,054					$	250,116

At December 31, 2006, there was $210.6 million in outstanding cash borrowings, $5.2 million in outstanding letters of credit and $234.2 million of remaining availability under the Credit Facility. The average interest rate in effect on outstanding cash borrowings at December 31, 2006 and 2005 was 5.86% and 5.30%, respectively. The Company is not permitted to incur funded indebtedness in excess of $245.0 million without the written consent of MFW pursuant to the merger agreement with MFW.

Other long-term debt relates to other miscellaneous obligations. At December 31, 2006, the Company believes it was in compliance with the covenants associated with all debt instruments. Annual maturities of long-term debt during the next five years are $0.2 million in each of 2007 and 2008, $0.1 million in 2009, $0.0 in 2010 and $210.6 million in 2011.

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8.	Income Taxes

The income tax provision (benefit) for 2006, 2005 and 2004 consisted of the following (in thousands):

			2006						2005						2004
Current:
Federal				$	39,560					$	40,408					$	5,187
State					7,838						7,762						1,820
Foreign					872						(54	)					195
Total					48,270						48,116						7,202
Deferred:
Federal					(5,035	)					(1,447	)					23,407
State					(995	)					(800	)					2,178
Total					(6,030	)					(2,247	)					25,585
Total income taxes				$	42,240					$	45,869					$	32,787

The Company utilized net operating losses, capital losses and tax credits of $0.7 million, $1.8 million and $29.1 million in the calculation of current tax expense for 2006, 2005 and 2004, respectively. The substantial net operating loss utilization in 2004 is primarily a result of an agreement reached with the Internal Revenue Service. The agreement allowed the cumulative net operating losses of a subsidiary not consolidated for tax purposes to be deducted in the consolidated Company federal tax returns. For 2006, 2005 and 2004, the income tax provision excluded $0.3 million, $0.1 million and $1.2 million, respectively, of tax benefits which were recorded as a reduction of goodwill and excluded $5.1 million, $6.3 million and $1.4 million, respectively, of tax benefits from share-based compensation that were included in shareholders’ equity.

The tax effects of significant items comprising the Company’s net deferred tax asset (liability) as of December 31, 2006 and 2005 were as follows (in thousands):

			2006						2005
Current deferred tax asset (liability):
Accrued vacation				$	3,355					$	2,959
Deferred revenues					2,395						362
Accrued liabilities					3,868						5,260
Allowance for doubtful accounts					1,000						1,071
Other					299						(1,395	)
Total					10,917						8,257
Noncurrent deferred tax asset (liability):
Difference between book and tax basis of long-term assets					(27,413	)					(30,889	)
Deferred revenues					8,273						5,724
Deferred compensation					6,277						3,766
Postretirement benefits obligation					5,981						5,922
Capital loss carryforwards					1,563						1,544
Benefit of net operating loss carryforwards					5,912						6,885
Other					3,914						1,707
Total					4,507						(5,341	)
Valuation allowance					(3,645	)					(3,807	)
Noncurrent deferred tax asset (liability)					862						(9,148	)
Net deferred tax asset (liability)				$	11,779					$	(891	)

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At December 31, 2006 and 2005, the total of all deferred tax assets was $80.8 million and $68.9 million, respectively, and the total of all deferred tax liabilities was $67.7 million and $65.2 million, respectively.

At December 31, 2006, undistributed earnings of foreign subsidiaries totaled $3.6 million. No provision has been made for U.S. federal and state income taxes or foreign taxes that may result from future remittances of such undistributed earnings because it is expected that such earnings will be reinvested indefinitely. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable because of the complexities associated with its hypothetical calculation; however, unrecognized foreign tax credits would be available to reduce a portion of the U.S. liability.

At December 31, 2006, the Company had net operating and capital loss carryforwards and other tax credits available for federal and state income tax purposes, which expire as indicated below (in thousands):

			Net Operating Loss Carryforwards												Capital Loss Carryforwards
Year of Expiration			Federal Gross						State After Tax						Gross						Other After Tax
2007 – 2009				$	—					$	100					$	3,612					$	33
2010 – 2019					—						558						57						—
2020 – 2025					7,256						1,071						—						1,039
No expiration					—						—						—						571
Total				$	7,256					$	1,729					$	3,669					$	1,643

A substantial amount of these federal tax carryforwards relate to acquisitions in 2002 and 2004. Therefore, utilization of these tax carryforwards is subject to an annual limitation under the Internal Revenue Code and Regulations.

The Company has established a valuation allowance for certain net operating loss and capital loss carryforwards. Management believes that, based on a number of factors, the available objective evidence creates uncertainty regarding the utilization of these carryforwards. At December 31, 2006, there was a $0.8 million valuation allowance for federal credits and state net operating losses, which would be recorded as a reduction to goodwill if utilized.

The following reconciles the income tax provision at the U.S. federal income tax statutory rate of 35% to that in the financial statements for 2006, 2005 and 2004 (in thousands):

			2006						2005						2004
Income from continuing operations at statutory rate				$	40,116					$	42,859					$	30,717
State and local income taxes, net of federal income tax benefit					4,623						5,010						3,200
Change in valuation allowance					20						(29	)					(45	)
Benefits from tax credits					(2,472	)					(1,728	)					(1,228	)
Other – net					(599	)					89						88
Income tax provision for continuing operations				$	41,688					$	46,201					$	32,732
Income tax provision for cumulative effect of change in accounting principle					221						—						—
Income tax provision (benefit) for discontinued operations					331						(332	)					55
Total income tax provision				$	42,240					$	45,869					$	32,787

The increase in the valuation allowance in 2006 was a result of additional capital losses generated. The reduction in the valuation allowance in 2005 and 2004 was a result of the utilization of capital loss carryforwards for which a valuation allowance had been recorded in 2001.

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Based on an assessment of many factors including, but not limited to, past experience and interpretations of tax laws and regulations, the Company has established an accrual for tax liabilities including accrued interest for all open tax years primarily related to research and development tax credits. The Company is subject to periodic examinations of its income tax returns by various taxing jurisdictions. The Internal Revenue Service has completed a review of the Company’s income tax returns through the year 2000. The years 2001 and 2002 are currently under review by the Internal Revenue Service.

9.	Shareholders’ Equity

In 2005, the Company concluded its 2003 authorization to purchase up to 3,000,000 shares of outstanding common stock with the purchase of 1,178,722 shares at a cost of $45.1 million or an average cost of $38.22 per share. In December 2005, the Board authorized the purchase of up to an additional 3,000,000 shares. Shares purchased may be held in treasury, used for acquisitions, used to fund the Company’s stock benefit and compensation plans or for other corporate purposes.

In 2006, the Company purchased 1,950,500 shares of its common stock under the December 2005 authorization for a total cost of $75.4 million or an average cost of $38.67 per share. As of December 31, 2006, 1,049,500 additional shares can be purchased under the current authorization. The Company is not permitted to purchase additional shares under this authorization without the written consent of MFW pursuant to the Company’s merger agreement with MFW (see Note 17).

In 1999, the Company renewed its Shareholder Rights Agreement. The rights were distributed as a dividend at the rate of one right for each share of common stock of the Company held by shareholders of record. Each right entitles shareholders to buy, upon occurrence of certain events, $180.00 worth of common stock for $90.00, subject to adjustment based on the market value of such common stock at that time. The rights generally will be exercisable only if a person or group acquires beneficial ownership of 15% or more of the Company’s common stock, or commences a tender or exchange offer that, upon consummation, would result in a person or group owning 30% or more of the Company’s common stock. Under certain circumstances the rights are redeemable at a price of $0.001 per right. The rights expire on July 5, 2009. In connection with the merger agreement with MFW, the Shareholder Rights Agreement has been amended with the purpose and intent of r endering it inapplicable to the merger (see Note 17).

The Company reclassified $4.1 million from Shareholders’ Equity to Temporary Equity in the balance sheets in 2006 pursuant to guidance in EITF Topic D-98, ‘‘Classification and Measurement of Redeemable Securities.’’ This amount represents the proportion of grant date intrinsic value for unvested restricted stock awards as of December 31, 2006 with redemption features not solely within the control of the Company resulting from the net cash settlement requirement for unvested restricted stock awards in the merger agreement with MFW. The unvested restricted stock awards will become fully vested upon consummation of the merger with MFW.

10.	Share-based Compensation Plans

Employee Stock Purchase Plan

Under the Company’s Employee Stock Purchase Plan (‘‘ESPP’’), the Company was authorized to issue up to 5,100,000 shares of common stock to its employees, most of whom are eligible to participate. Under the ESPP, eligible employees may exercise an option to purchase common stock through payroll deductions. The option price is 85% of the lower of the beginning- or end-of-quarter market price. During 2006, 2005 and 2004, employees exercised options to purchase 189,808, 154,100 and 140,574 shares, respectively. Options granted under the ESPP were at a prices ranging from $31.04 to $33.57 in 2006, $29.41 to $32.62 in 2005 and $23.38 to $26.90 in 2004. The Company values the options using a Black-Scholes model. In 2006 the weighted average fair value assigned to options granted was $7.81. The Company recognized ESPP related compensation expense of $1.5 million for the fiscal year ended December 31, 2006. At December 31 , 2006, there were no shares of common stock reserved for issuance under the ESPP.

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Stock Incentive Plans

Under the Company’s 1999 Stock Option Plan, the Company may grant stock options to key employees to purchase common stock at no less than the fair market value on the date of the grant or issue restricted stock to such employees. The Company is authorized to issue up to 2,000,000 shares under the plan. Stock options have a maximum life of ten years and generally vest ratably over a five-year period beginning on the first anniversary date of the grant. Upon adoption of the 1999 plan, the Company terminated a previous plan except for options outstanding thereunder.

In 2000, the Company adopted the 2000 Stock Option Plan which authorizes the issuance of up to 3,000,000 shares through stock options and grants of restricted stock. The 2000 Plan is substantially similar to the 1999 Plan, except that the Company’s executive officers are not eligible to receive grants thereunder.

In 2002, the Company adopted the 2002 Stock Option Plan which authorizes the issuance of up to 1,000,000 shares through stock options and grants of restricted stock. The 2002 plan is substantially similar to the 1999 plan.

In 2005, the Company adopted the 2005 New Employee Stock Option Plan which authorizes the issuance of up to 100,000 shares. The 2005 plan is similar to the 1999 Plan except that existing employees are not eligible to receive stock options and it is limited to grants of stock options only. Stock options may only be granted to newly-hired employees or persons rehired following a bona fide interruption of employment. Pursuant to an exception from the New York Stock Exchange rules for employment inducement awards, the 2005 Plan was adopted without shareholder approval.

In April 2006, the Company’s shareholders approved the 2006 Stock Incentive Plan which authorizes the issuance of up to 3,000,000 shares. Under the 2006 Plan, the Company may award stock options, restricted stock, stock appreciation rights (‘‘SARs’’) and performance share units to any employee of the Company. Under this plan, the Company has granted stock options and cash-settled SARs, both of which vest 25% per year on the grant date anniversary and expire after seven years, if unexercised. The cash-settled SARs are subject to a cap represented by a target price (‘‘Target Price’’) and require automatic settlement of vested portions of the awards in the event the closing stock price meets or exceeds the Target Price for 10 consecutive business days. The cash-settled SARs entitle employees to receive a payment from the Company for the excess of the fair market value of a share as of the date of settlement over the grant price per share, but subject to the Target Price limit.

As of December 31, 2006, there were 5,419,421 shares of common stock reserved for issuance under these stock option plans. The Company is not permitted to make new grants of equity based awards under its stock incentive plans pursuant to its merger agreement with MFW (see Note 17).

Restricted stock grants prior to April 2004 generally vest over a period of five years, subject to earlier vesting if the Company’s common stock outperforms the S&P 500 in two of three consecutive years. The certificates covering the restricted stock are not issued until the restrictions lapse, but the shares have all the rights of holders of common stock, including the right to receive cash dividends, but are not transferable. The restricted stock is generally forfeited if the employee terminates for any reason prior to the lapse in restrictions, other than death or disability. Commencing in April 2004, restricted stock grants do not contain the accelerated performance-related vesting described above and generally vest ratably over five years or, in the case of certain officers, vest on the third, fourth and fifth anniversary dates at the rate of one third on each such date.

On December 31, 2005, the conditions for early vesting were met on 145,195 shares after the common stock outperformed the S&P 500 in 2005 and 2004. On December 31, 2004, the conditions for early vesting were met on 136,500 shares after the common stock outperformed the S&P 500 in 2004 and 2002.

In February 2006, the Chief Executive Officer (‘‘CEO’’) was granted 15,700 restricted shares with performance-based vesting. The basis for vesting is the cumulative fully-diluted earnings per share of the Company for the years 2006 to 2008. The award is subject to threshold and maximum performance limitations. If the threshold is met, 3,530 shares would vest. If actual performance

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exceeds the threshold (but is less than maximum performance), the number of shares vesting will be determined on a directly proportional basis using straight-line interpolation. If the threshold is not achieved, the entire award will be forfeited and cancelled. However, the award will vest 100% upon (a) the occurrence of a change in control of the Company, (b) the Company’s termination of the CEO’s employment without cause, (c) termination of employment for good reason or (d) termination of employment by reason of death or disability on or before December 31, 2009. Dividends are accrued for these shares based on an estimate of the number of shares that will vest; however, no dividends will be paid on these shares until the number of shares that vest is determined. Compensation cost related to this award is based on an estimate of the number of shares expected to vest.

In August 2005, the CEO was granted 16,900 restricted shares with performance-based vesting with terms similar to the February 2006 performance-based award. The basis for vesting is the cumulative fully-diluted earnings per share of the Company for the years 2005 to 2007. The award is subject to threshold and maximum performance limitations. If the threshold is met, 3,800 shares would vest. Compensation cost related to this award is based on an estimate of the number of shares expected to vest.

In April 2005, the CEO was granted stock options to purchase 500,000 shares of stock at a price of $37.59. These stock options have a ten-year life and vest ratably over five years beginning on December 1, 2005.

As provided in the plans, all outstanding share-based awards provide for accelerated vesting if there is a change in control. The Company’s merger agreement with MFW (see Note 17) provides for the cash settlement of all outstanding share-based awards immediately prior to the effective time of the merger. The merger is subject to a number of conditions including the approval by the Company’s shareholders and certain regulatory approvals. The Company will reclassify the outstanding awards as liability awards and revalue the awards at the end of each reporting period when it becomes probable that the merger will occur pursuant to guidance in FASB Staff Position No. FAS 123(R)-4 (As Amended) – ‘‘Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event.’’

A summary of option transactions during the year ended December 31, 2006 follows:

			Shares						Weighted Average Exercise Price						Weighted Average Remaining Contractual Term						Aggregate Intrinsic Value (000)
Outstanding – December 31, 2005					2,709,090					$	25.14
Granted					762,550						41.12
Exercised					(547,030	)					19.28
Forfeited					(180,960	)					30.58
Outstanding – December 31, 2006					2,743,650					$	30.39						5.8					$	54,351
Exercisable – December 31, 2006					1,445,890					$	25.47						4.9					$	35,756

During 2006, 2005 and 2004 the total intrinsic value of options exercised was $13.1 million, $13.8 million and $8.5 million, respectively, and the total amount of cash received from the exercise of these options was $7.1 million, $12.2 million and $12.5 million, respectively.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. The Black-Scholes model incorporates assumptions as to dividend yield, volatility, an appropriate risk-free interest rate and the expected life of the option. Many of these assumptions require management’s judgment. The Company’s volatility is based upon historical volatility of the Company’s stock unless management has reason to believe that future volatility will differ from the past. The expected term for grants under SFAS 123(R) is derived using the simplified method which is the average of the weighted average vesting period and the contractual term. The risk-free rate is based on the yield on the zero coupon U.S. Treasury in effect at the time of

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grant based on the expected term of the option. The fair value of restricted stock awards is based on the market value at the date of grant.

The following presents the estimated weighted average fair value of options granted and the weighted average assumptions used to value stock options under the Black-Scholes option pricing model for each of the years ended December 31, 2006, 2005 and 2004:

			2006							2005							2004
Fair value per option				$	11	.42					$	10	.82					$	9	.60
Weighted average assumptions:
Dividend yield					1	.5	%					1	.9	%					1	.4	%
Expected volatility					27	.2	%					31	.8	%					36	.1	%
Risk-free interest rate					4	.9	%					4	.0	%					4	.1	%
Expected life (years)					4	.8						5	.0						5	.0

A summary of cash-settled SAR transactions during the year ended December 31, 2006 follows:

			Shares						Weighted Average Exercise Price						Weighted Average Remaining Contractual Term						Aggregate Intrinsic Value (000)
Outstanding – December 31, 2005					—					$	—
Granted					375,850						41.34
Forfeited					(34,400	)					41.45
Outstanding – December 31, 2006					341,450					$	41.33						6.3					$	2,997
Exercisable – December 31, 2006					—					$	—						—					$	—

The Company uses a lattice option-pricing model to estimate the value of cash-settled share appreciation rights (‘‘cash-settled SARs’’) due to certain features included in those awards that are not anticipated in a Black-Scholes option-pricing model. The lattice option-pricing model incorporates assumptions as to dividend yield, volatility, risk-free interest rate and a post-vesting termination rate. Many of these assumptions require management’s judgment. The dividend yield, volatility and risk-free interest rates are determined in the same manner as assumptions used in the Black-Scholes option-pricing model. The expected life is derived from the output of the binomial lattice model and represents the period of time that the cash-settled SARs are expected to be outstanding. The post-vesting termination rate is estimated based on the Company’s past experience with its stock option awards. Cash-settled SARs are liability-classi fied awards which are remeasured to fair value at each reporting date.

A summary of restricted stock transactions during the year ended December 31, 2006 follows:

			Shares						Weighted Average Grant Date Fair Value
Unvested shares – December 31, 2005					673,760					$	35.41
Granted					34,375						37.94
Restricted stock vested					(112,372	)					35.21
Forfeited					(104,659	)					34.84
Unvested shares – December 31, 2006					491,104					$	35.75

The total fair value of restricted stock grants that vested during the 2006, 2005 and 2004 was $4.6 million $7.9 million and $5.4 million, respectively.

During 2006, 2005 and 2004, the Company recognized excess tax benefits of $5.1 million, $6.3 million and $1.4 million related to settled equity awards.

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Non-Employee Directors Deferred Compensation Plans

The Company has deferred compensation plans for its non-employee directors covering a maximum of 400,000 shares. On December 19, 2006, these plans for non-employee directors were amended to provide for cash settlement from the previous share settlement basis. Prior to this amendment, the fair value of share units (and basis for compensation expense) was based on the grant date fair value of the share unit. Pursuant to SFAS 123R, the amendment changed the classification of the share units outstanding under these plans from equity awards to liability awards and, accordingly, the awards were revalued at December 31, 2006 to the fair value at that date resulting in $4.8 million of additional compensation expense in 2006. At December 31, 2006, there were 216,428 vested share units outstanding under these plans. At December 31, 2006, a liability of $10.9 million related to these plans is included in current liabilities on the consolidated balance sheet.

Stock Compensation Costs

The following table presents the classification of share-based compensation included in the Company’s consolidated statements of income for 2006, 2005 and 2004 (in thousands):

			2006						2005						2004
Cost of sales				$	1,520					$	548					$	311
Selling, general and administrative					16,214						6,626						5,321
Share-based compensation					17,734						7,174						5,632
Less income tax benefits					6,961						2,797						2,196
Share-based compensation, net of income tax benefits				$	10,773					$	4,377					$	3,436

At December 31, 2006, unrecognized share-based compensation costs related to nonvested awards was $28.5 million, which is expected to be recognized over a weighted average period of 2.9 years.

11.	Employee Retirement and Savings Plans

The Company’s Master 401(k) Plan and Trust (‘‘401(k) plan’’) is a defined contribution 401(k) plan with an employer match covering any employee of the Company or a participating affiliate. Participants may contribute on a pre-tax and after-tax basis, subject to maximum IRS limits. The Company matches 100% of employee contributions up to 3% of eligible compensation and 50% of employee contributions up to the next 2%. The Company recognized matching contributions to the 401(k) plan of $10.4 million in 2006, $8.5 million in 2005 and $5.0 million in 2004. Additional contributions may be made from accumulated and/or current net profits. In 2006, 2005 and 2004, additional discretionary contributions to the 401(k) plan of $2.8 million, $3.7 million and $1.7 million, respectively, were recognized by the Company.

The Company has a nonqualified deferred compensation plan similar to the 401(k) plan. This plan provides an opportunity for eligible employees to contribute additional amounts for retirement savings once they have reached the maximum contribution amount in the 401(k) plan. The Company’s contributions to this plan were not significant. As of December 31, 2006 the Company has recognized a noncurrent liability of $9.6 million related to this plan which represents the market value of investments held for the plan. Such investments are held by a rabbi trust and are classified as trading securities in the Investments caption on the Consolidated Balance Sheets (see Note 1).

The Company has unfunded deferred compensation agreements with certain current and former officers. The present value of cash benefits payable under the agreements is being accrued over the periods of active employment and totaled $5.8 million at December 31, 2006 and $5.4 million at December 31, 2005. In 2006, 2005 and 2004 the Company recognized expense of $1.0 million, $0.8 million and $1.5 million, respectively, related to these agreements. Expense for 2004 included $1.2 million due to a change in life expectancy assumptions.

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12.	Postretirement Benefits

The Company sponsors two unfunded defined postretirement benefit plans that cover certain salaried and nonsalaried employees. One plan provides health care benefits and the other provides life insurance benefits. The medical plan is contributory and contributions are adjusted annually based on actual claims experience. For retirees who retired prior to December 31, 2002 with twenty or more years of service at December 31, 2000, the Company contributes approximately 50% of the cost of providing the medical plan. For all other retirees, the Company’s intent is that the retirees provide the majority of the actual cost of providing the medical plan. The life insurance plan is noncontributory for those employees that retired by December 31, 2002.

The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 introduced a prescription drug benefit under Medicare and, in certain circumstances, a federal subsidy to sponsors of retiree health care benefit plans. The Company’s postretirement health care plan offers prescription drug benefits. In the second quarter of 2005, the Company completed its valuation of its postretirement benefit plans as of January 1, 2005 including the impact of the subsidy for maintaining retiree healthcare benefits. Due to the impact of the subsidy, the accumulated postretirement benefit obligation (‘‘APBO’’) decreased by $2.1 million and the annual net periodic postretirement benefit costs decreased by $0.2 million. Net amortization and interest on the APBO each decreased by $0.1 million resulting in the $0.2 million decrease in annual net periodic postretirement benefit costs.

As of December 31, 2006 and 2005, the accumulated postretirement benefit obligation (‘‘APBO’’) under such plans was $19.5 million and $23.2 million, respectively. Measurement dates of December 31, 2006 and December 31, 2005 were used for these plans.

The following table reconciles the plans’ beginning and ending balances of the APBO and reconciles the plans’ status to the accrued postretirement health care and life insurance liability reflected on the balance sheet as of December 31, 2006 and 2005 (in thousands):

			2006						2005
APBO as of January 1:
Retirees				$	23,231					$	21,190
Fully eligible participants					—						—
					23,231						21,190
Net change in APBO:
Interest costs					1,077						1,246
Benefits paid					(2,240	)					(2,425	)
Retiree contributions					1,176						1,011
Actuarial loss (gain)					(3,734	)					1,186
Acquisition of Liberty					—						1,023
Total net change in APBO					(3,721	)					2,041
APBO as of December 31:
Retirees					19,510						23,231
Unrecognized net actuarial loss					—						(8,248	)
Accrued postretirement cost				$	19,510					$	14,983
Included in accrued wages and benefits					1,229						—
Included in other liabilities					18,281						14,983
Accrued postretirement cost				$	19,510					$	14,983

F-71

Net periodic postretirement costs (‘‘NPPC’’) are summarized as follows (in thousands):

			2006						2005						2004
Interest on APBO				$	1,077					$	1,246					$	1,208
Net amortization					138						259						221
Total				$	1,215					$	1,505					$	1,429

The weighted average assumptions used to determine benefit obligations as of December 31 were as follows:

			2006						2005
Discount rate					5.75%						5.50%

The weighted average assumptions used to determine NPPC for years ended December 31 were as follows:

			2006						2005						2004
Discount rate					5.75%						5.75%						6.0%

The annual health care cost trend rate used for 2007 to determine benefit obligations at December 31, 2006 was assumed to be 7.50%. The estimated annual health care cost trend rates grade down proportionally to 4.0% at 2013, the year that the ultimate trend rate is reached. Participant contributions are assumed to increase with health care cost trend rates.

The health care cost trend rate assumptions, which are net of participant contributions and subsidies, could have a significant effect on amounts reported. A change in the assumed trend rate of 1 percentage point would have the following effects (in thousands):

			1 Percentage Point Increase						1 Percentage Point Decrease
Effect on total interest cost				$	87					$	(74	)
Effect on postretirement benefit obligation					1,508						(1,284	)

The Company expects to contribute $1.2 million to the plans in 2007. The following reflects the estimated future benefit payments net of estimated participant contributions and federal subsidy receipts that are expected to be paid:

Year(s)			Benefit Payments, Net
2007					1,229
2008					1,243
2009					1,236
2010					1,215
2011					1,219
2012 – 2016					6,067

Related to the adoption of SFAS 158, in December 2006 the Company recorded an adjustment of $1.4 million to the ending balance of accumulated other comprehensive income consisting of a $4.4 million net actuarial loss and an income tax benefit of $3.0 million. Of the $4.4 million net actuarial loss, the Company expects net amortization expense of $0.1 million will be included in 2007 NPPC.

F-72

The following presents the incremental effect of applying FAS 158 on individual line items on the consolidated balance sheet as of December 31, 2006:

			Before Application of Statement 158						Adjustments						After Application of Statement 158
Assets:
Deferred income tax, net included in other assets				$	—					$	862					$	862
Liabilities:
Postretirement benefit liabilities included in accrued wages and benefits					—						1,229						1,229
Deferred income taxes					2,155						(2,155	)					—
Postretirement benefit liabilities included in other noncurrent liabilities					15,134						3,147						18,281
Shareholders’ equity:
Accumulated other comprehensive income					626						(1,359	)					(733	)

13.	Financial Instruments

The Company’s financial instruments include cash and cash equivalents, investments, receivables, accounts payable, borrowings and interest rate risk management contracts.

At December 31, 2006 and 2005, the fair values of cash and cash equivalents, receivables, accounts payable and short-term debt approximated carrying values because of the short-term nature of these instruments. The carrying values of investments and long-term debt approximate their fair value.

During 2002 and 2001, the Company entered into interest rate swap agreements to manage its exposure to interest rate movements by effectively exchanging floating rate payments for fixed rate payments without the exchange of the underlying principal. The interest rate swaps were directly matched against U.S. dollar LIBOR contracts outstanding under the Company’s Credit Facility and were reset quarterly. The differential between fixed and variable rates to be paid or received was accrued as interest rates changed in accordance with the agreements and was recognized over the life of the agreements as an adjustment to interest expense. The interest rate swaps matured in 2004. The amended Credit Facility matures in 2011. The Company will continue to evaluate the need to manage its exposure to interest rate movements and may enter into additional interest rate swap agreements from time to time. At December 31, 2006 and 2005, the Company did not have an y interest rate swap agreements in effect.

14.	Commitments and Contingencies

In the ordinary course of business, the Company is subject to various legal proceedings and claims. The Company believes that the ultimate outcome of these matters will not have a material effect on its financial statements.

F-73

Total rental expense was $19.2 million in 2006, $19.2 million in 2005 and $16.9 million in 2004. Minimum annual rental payments under noncancelable leases at December 31, 2006 are as follows (in thousands):

Year			Operating Leases
2007				$	16,075
2008					15,289
2009					13,483
2010					11,379
2011					9,995
Thereafter					14,997
Total				$	81,218

Minimum annual rental payments in the above table have not been reduced by minimum sublease rentals of $2.3 million.

The Company has contracts with certain customers that contain provisions that call for future payments to the customer. These payments are amortized as a reduction of sales over the life of the related contract and are generally refundable from the customer on a pro-rata basis if the contract is terminated. As of December 31, 2006, the Company’s future cash obligations for these contracts are as follows (in thousands):

Year			Future Payments
2007				$	21,700
2008					15,375
2009					14,789
2010					127
Total				$	51,991

The Company accrues for environmental remediation costs at locations where an evaluation has indicated that cleanup costs are probable and reasonably estimable. Such accruals are undiscounted and are based on currently available information. At December 31, 2006 and 2005, the Company had $0.4 million and $0.5 million, respectively, included in other current liabilities for estimated environmental remediation costs. For 2006, 2005 and 2004, environmental remediation costs included in results of operations were not significant. The Company currently shares remediation costs at a facility it formerly leased in Tennessee and based on currently available information, does not believe additional accruals, if any, will be significant.

15.	Business Segments

The Company operates its business in three segments, organized on the basis of products, services and markets served. Within each business segment are division presidents who report to the Company’s Chief Executive Officer, the chief operating decision maker.

The Printed Products segment (‘‘Printed Products’’) includes checks, direct marketing activities, fraud payment prevention solutions and analytical services marketed primarily to financial institutions. The Software and Services segment (‘‘Software & Services’’) is focused on the financial institution market and includes core processing applications and services for credit unions, thrifts and community banks, education and e-commerce solutions primarily to credit unions, lending and mortgage origination applications, mortgage servicing applications, branch automation applications, customer relationship management applications and field maintenance services. The Scantron segment (‘‘Scantron’’) represents products and services sold by the Company’s Scantron subsidiary including scanning equipment and software, scannable forms, survey solutions and testing and assessment tools. Scantr on sells these products and services to the education, commercial and financial institution markets.

F-74

During the fourth quarter of 2006, the Company transferred its field maintenance services from the Scantron business segment to the Software and Services business segment. This transfer was implemented to align the relationship between core processing offerings and the services and maintenance requirements of the financial institution market. Also in the fourth quarter of 2006, the Company classified a printing operation in Mexico as discontinued operations and, accordingly, removed such operations from the Printed Products segment. During the third quarter of 2006, the Company reassigned certain business operations including card products, educational services and fraud payment prevention solutions from the Software & Services business segment to the Printed Products business segment. During the second quarter of 2006, the Company transferred certain business operations related to on-site check printing systems from the Software & Services business segm ent to the Printed Products business segment. Accordingly, prior period results have been revised to conform to the 2006 business segment changes.

The Company’s operations are primarily in the United States and Puerto Rico. There were no significant intersegment sales. The Company does not have sales to any individual customer greater than 10% of total Company sales. Equity investments, as well as foreign assets and revenues, are not significant to the consolidated results of the Company. The Company’s accounting policies for segments are the same as those described in Note 1.

Management evaluates segment performance based on segment income or loss before income taxes. Segment income or loss excludes interest income, interest expense and certain other non-operating gains and losses, all of which are considered Corporate items. Corporate assets consist primarily of cash and cash equivalents, deferred income taxes, investments and other assets not employed in production.

F-75

Summarized financial information for 2006, 2005 and 2004 is as follows (in thousands):

			2006						2005						2004
Product Sales
Printed Products				$	640,623					$	608,316					$	478,764
Software & Services					83,194						95,155						90,963
Scantron					67,853						65,314						63,448
Corporate and Eliminations					(686	)					(364	)					(525	)
Consolidated				$	790,984					$	768,421					$	632,650
Service Sales
Printed Products				$	7,774					$	7,249					$	1,593
Software & Services					241,389						191,791						144,336
Scantron					10,032						9,169						11,739
Consolidated				$	259,195					$	208,209					$	157,668
Segment Income
Printed Products				$	112,393					$	98,546					$	63,657	(a)
Software & Services					43,792						42,241						32,583
Scantron					21,905						20,264						22,728
Corporate and Eliminations					(63,473	)(b)					(38,598	)					(31,206	)
Consolidated				$	114,617					$	122,453					$	87,762
Identifiable Assets:
Printed Products				$	314,677					$	340,843					$	213,687
Software & Services					374,575						375,074						262,045
Scantron					52,433						53,125						51,452
Corporate and Eliminations					49,831						47,966						39,955
Discontinued Operations					1,551						2,841						6,638
Consolidated				$	793,067					$	819,849					$	573,777
Depreciation and Amortization
Printed Products				$	65,676					$	66,797					$	54,661
Software & Services					17,916						16,404						12,428
Scantron					3,271						2,926						3,539
Corporate and Eliminations					834						542						728
Discontinued Operations					377						527						423
Consolidated				$	88,074					$	87,196					$	71,779
Capital Expenditures:
Printed Products				$	14,279					$	13,229					$	23,258
Software & Services					6,109						7,269						2,735
Scantron					2,592						2,494						2,540
Corporate and Eliminations					415						540						34
Discontinued Operations					56						385						376
Consolidated				$	23,451					$	23,917					$	28,943

(a) Includes impairment charges of $10.3 million (see Note 4); reorganization costs of $5.8 million, which includes $2.4 million of impairment charges (see Note 5); and a $2.9 million favorable adjustment in the fourth quarter of 2004 as a result of a policy change for employees’ paid time off.

(b) Includes $11.9 million of expenses related to the pending merger with MFW (see Note 17).

F-76

16.	Discontinued Operations

During 2006, the Company’s printing operation in Mexico continued a recent pattern of underperformance primarily due to the loss of a large customer in 2005. In the fourth quarter of 2006, the Company made a decision to dispose of this operation and received an offer from a third party regarding the purchase of the operation. The fair value of the offer was less than the carrying value of the operation’s assets. Accordingly, the Company recognized an impairment loss of $3.5 million and classified the operation as held for sale. The operation has been classified as a discontinued operation in the consolidated results of operations. The impairment loss was included in the discontinued operation’s results. On February 2, 2007, the Company entered into an agreement with a potential purchaser under which it expects to sell this operation in 2007.

The carrying amounts of the operation’s assets and liabilities included in the consolidated balance sheets are not significant. In 2006, 2005, and 2004, operating results of the discontinued operation included sales of $4.3 million, $6.3 million and $8.2 million, respectively. The operating results of the discontinued operation consisted of a loss of $5.2 million in 2006 including the $3.5 million impairment charge, a loss of $1.1 million in 2005 and income of $0.1 million in 2004.

17.	Merger with MFW

On December 19, 2006, the Company and MFW entered into a definitive merger agreement pursuant to which MFW will acquire the Company for $52.75 per share in cash, representing an approximate transaction value of $1.7 billion (which includes the assumption of debt). Upon completion of the transaction, the Company will become a wholly-owned subsidiary of MFW. The merger is expected to close in the second half of 2007, subject to the satisfaction of customary closing conditions including the approvals of shareholders and regulatory authorities. The transaction is expected to be taxable to shareholders. The merger agreement contains non-solicitation provisions that prohibit the Company from soliciting and limits the Company’s ability to engage in discussions or negotiations regarding a competing proposal to the merger. Under certain circumstances as stated in the merger agreement, a $52.5 million termination fee may be payable by the Company to MFW. There are also circumstances as stated in the merger agreement under which a $52.5 million termination fee and a reimbursement of employee retention bonuses up to $12.0 million may be payable by MFW to the Company. Pursuant to the MFW merger agreement, the Company is not permitted to pay a dividend other than its normal quarterly dividend not exceeding $0.175 per share. MFW is the parent company of Clarke American, a competitor of the Company. Clarke American provides direct marketing services, customer contact solutions and checks and check related solutions to financial institutions.

On January 26, 2007, an alleged shareholder of the Company filed a purported class action complaint in the Superior Court of Fulton County, Georgia against the Company, certain members of its board of directors, MFW, H Acquisition Corp., and Ronald Perelman. The complaint alleges that the Company’s board of directors breached its fiduciary duties to the Company’s shareholders in approving and adopting the merger agreement by, among other things, agreeing to merger consideration that is allegedly unfair to the Company’s shareholders and agreeing to allegedly unreasonable deal protection measures in the merger agreement. The complaint further alleges that the Company’s board of directors breached its fiduciary duties by failing to disclose certain information in the preliminary proxy statement filed with the Securities and Exchange Commission (‘‘SEC’’). The lawsuit seeks, among other things, to enjoin the c ompletion of the merger and to recover costs and disbursements incurred by the plaintiff, including reasonable attorneys’ fees and experts’ fees. The Company believes that the lawsuit is without merit.

F-77

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
John H. Harland Company:

We have audited the accompanying consolidated balance sheets of John H. Harland Company and subsidiaries (the ‘‘Company’’) as of December 31, 2006 and 2005, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2006. Our audits also included the financial statement schedule listed in the Index to Consolidated Financial Statements and Financial Statement Schedules as Schedule II Valuations and Qualifying Accounts. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of John H. Harland Company and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share Based Payment, on January 1, 2006 and Statement of Financial Accounting Standards No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans-An amendment of FASB Statements No. 87, 88, 106, and 132R, on December 31, 2006.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2007, expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Atlanta, Georgia
February 27, 2007

F-78

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
John H. Harland Company:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that John H. Harland Company and subsidiaries (the ‘‘Company’’) maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Financialware, Inc., which was acquired in January 2006 and whose financial statements constitute 2.2 percent and 1.1 percent of net and total assets, respectively, 0.4 percent of revenues, and −0.3 percent of net income of the consolidated financial statement amounts as of and for the year ended De cember 31, 2006. Accordingly, our audit did not include the internal control over financial reporting at Financialware, Inc. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

F-79

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2006 of the Company and our report dated February 27, 2007, which included an explanatory paragraph regarding the Company’s adoption of Statement of Financial Accounting Standards No. 123(R), Share Based Payment, on January 1, 2006 and Statement of Financial Accounting Standards No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans-An amendment of FASB Statements No. 87, 88, 106, and 132R, on December 31, 2006, and which expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP

Atlanta, Georgia
February 27, 2007

F-80

John H. Harland Company and Subsidiaries
Supplemental Financial Information (Unaudited)
(In thousands except per share amounts)

SELECTED QUARTERLY FINANCIAL DATA, DIVIDENDS PAID AND STOCK PRICE RANGE

			Quarter ended
			March 31						June 30						September 29						December 31
2006(a)(b)(c)(d):
Net Sales					$272,429						$258,507						$255,419						$263,824
Gross profit					134,242						129,756						127,895						137,498
Income from continuing operations and before cumulative effect of a change in accounting principle					21,279						16,980						17,086						17,584
Net income					21,345						16,509						16,626						13,618
Income per common share from continuing operations and before cumulative effect of change in accounting principle:
Basic					0.80						0.65						0.67						0.69
Diluted					0.78						0.63						0.65						0.67
Net income per common share:
Basic					0.80						0.63						0.65						0.54
Diluted					0.78						0.61						0.63						0.52
Dividends paid					0.15						0.15						0.175						0.175
Stock market price:
High					39.65						44.21						37.47						51.10
Low					38.75						43.30						36.43						50.20

			Quarter ended
			April 1						July 1						September 30						December 31
2005(c)(d)(e):
Net Sales					$214,448						$237,872						$258,988						$265,322
Gross profit					104,330						119,129						127,823						134,084
Income from continuing operations					17,347						18,872						18,707						21,326
Net income					17,284						18,780						18,551						20,863
Income per common share from continuing operations:
Basic					0.64						0.69						0.68						0.79
Diluted					0.62						0.67						0.66						0.76
Net income per common share:
Basic					0.64						0.69						0.67						0.77
Diluted					0.62						0.67						0.65						0.75
Dividends paid					0.125						0.125						0.15						0.15
Stock market price:
High					37.81						39.39						44.52						45.12
Low					34.01						34.26						37.87						36.56

(a) In the fourth quarter of 2006, the Company recorded a $3.5 million impairment charge related a decision to dispose of its printing operation in Mexico. Accordingly, such operations were reclassified as discontinued in the consolidated results of operations. (see Note 16 to the Consolidated Financial Statements). Prior periods have been revised to conform to the 2006 classifications.

F-81

(b) The fourth quarter of 2006 includes $12.6 million of expenses before income taxes related to the pending merger with MFW (see Note 17 to the Consolidated Financial Statements).

(c) In 2006, the Company adopted SFAS 123R under the modified prospective basis (see Notes 2 and 10 to the Consolidated Financial Statements). Share-based expenses before income taxes totaled $17.7 million in 2006 compared to $7.2 million in 2005.

(d) In 2006 and 2005, the Company acquired certain businesses (see Note 2 to the Consolidated Financial Statements).

(e) See Note 1 to the Consolidated Financial Statements regarding reclassifications.

SELECTED FINANCIAL DATA

			Year ended December 31
			2006						2005						2004						2003						2002
Net Sales					$1,050,179						$976,630						$790,316						$779,075						$759,857
Income from continuing operations and before cumulative effect of change in accounting principle					72,929						76,252						55,030						55,813						52,166
Net income					68,098						75,478						55,115						55,966						52,432
Total assets					793,067						819,849						573,777						566,977						550,687
Long-term obligations					211,211						255,564						101,300						127,059						144,106
Income per common share from continuing operations and before cumulative effect of change in accounting principle:
Basic					2.81						2.80						2.02						2.01						1.79
Diluted					2.73						2.71						1.96						1.96						1.72
Net income per common share:
Basic					2.62						2.77						2.02						2.02						1.80
Diluted					2.55						2.69						1.96						1.97						1.73
Cash dividends per common share					0.65						0.55						0.45						0.35						0.30
Average number of shares outstanding:
Basic					25,955						27,224						27,269						27,740						29,121
Diluted					26,703						28,090						28,084						28,411						30,244

See Note 2 to the Consolidated Financial Statements regarding acquisitions in 2006, 2005 and 2004, Note 5 to the Consolidated Financial Statements regarding reorganization charges in 2004, Notes 1 and 10 to the Consolidated Financial Statements regarding the implementation of SFAS 123(R), Note 16 to the Consolidated Financial Statements regarding the Company’s decision to dispose of its printing operation in Mexico and Note 17 to the Consolidated Financial Statement regarding the pending merger with MFW.

Earnings per share are calculated based on the weighted average number of shares outstanding during the applicable period.

The Company’s common stock (symbol: JH) is listed on the New York Stock Exchange. At December 31, 2006 there were 4,887 shareholders of record.

F-82

John H. Harland Company and Subsidiaries
Schedule II - Valuation and Qualifying Accounts
For the years ended December 31, 2006, 2005 and 2004
(In thousand of dollars)

			Additions
Description			Balance At Beginning Of Period						Charged To Results of Operation						Charged To Other Accounts(1)						Deductions(2)						Balance At End of Period
Year Ended December 31, 2006
Allowance for doubtful accounts and sales returns and allowance reserves				$	2,695					$	343					$	145					$	1,225					$	1,958
Year Ended December 31, 2005
Allowance for doubtful accounts and sales returns and allowance reserves				$	2,196					$	988					$	(90	)				$	399					$	2,695
Year Ended December 31, 2004
Allowance for doubtful accounts and sales returns and allowance reserves				$	1,902					$	321					$	160					$	187					$	2,196

Notes:

(1) Represents recovery of previously written-off and credit balance accounts receivable and balance established at acquisition related to accounts receivable of acquired operations.

(2) Represents write-offs of uncollectible accounts receivable.

F-83

JOHN H. HARLAND COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

ASSETS

(In thousands)			March 30, 2007						December 31, 2006
Current Assets:
Cash and cash equivalents				$	8,424					$	10,458
Accounts receivable – net					85,753						83,215
Inventories					18,689						19,565
Deferred income taxes					10,114						10,917
Income taxes receivable					7,477						7,508
Prepaid expenses					22,702						23,146
Other					5,721						6,000
Total current assets					158,880						160,809
Other Assets:
Investments					11,554						12,020
Goodwill – net					367,528						367,525
Intangible assets – net					99,383						103,273
Developed technology and content					18,691						20,232
Upfront contract payments – net					47,004						36,991
Other					8,062						4,986
Total other assets					552,222						545,027
Property, plant and equipment					362,304						361,443
Less accumulated depreciation and amortization					276,788						274,212
Property, plant and equipment – net					85,516						87,231
Total				$	796,618					$	793,067

See Notes to Condensed Consolidated Financial Statements.

F-84

JOHN H. HARLAND COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

LIABILITIES AND SHAREHOLDERS’ EQUITY

(In thousands, except share and per share amounts)			March 30, 2007						December 31, 2006
Current Liabilities:
Accounts payable				$	41,039					$	42,727
Deferred revenues					86,868						79,797
Current maturities of long-term debt					219						157
Accrued liabilities:
Salaries, wages and employee benefits					31,458						46,220
Taxes					19,707						16,821
Customer incentives					12,313						13,196
Non-employee director compensation					3,213						10,865
Other					13,136						17,378
Total current liabilities					207,953						227,161
Long-Term Liabilities:
Long-term debt					219,445						211,054
Other					43,855						42,277
Total long-term liabilities					263,300						253,331
Total liabilities					471,253						480,492
Temporary Equity					5,065						4,114
Shareholders’ Equity:
Preferred stock, authorized 500,000 shares of $1.00 par value, none issued					—						—
Common stock, authorized 144,000,000 shares of $1.00 par value, 37,907,497 shares issued					37,907						37,907
Additional paid-in capital					11,825						10,216
Retained earnings					602,233						591,754
Accumulated other comprehensive loss					(1,213	)					(733	)
					650,752						639,144
Less 12,121,787 and 12,135,733 shares in treasury – at cost, respectively					330,452						330,683
Total shareholders’ equity					320,300						308,461
Total				$	796,618					$	793,067

See Notes to Condensed Consolidated Financial Statements.

F-85

JOHN H. HARLAND COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

			Three Month Periods Ended
(In thousands, except per share amounts)			March 30, 2007						March 31, 2006
Sales:
Product sales				$	197,074					$	208,155
Service sales					64,001						64,274
Total sales					261,075						272,429
Cost of sales:
Cost of products sold					102,625						108,027
Cost of services sold					26,339						30,160
Total cost of sales					128,964						138,187
Gross Profit					132,111						134,242
Selling, general and administrative expenses					100,432						92,021
Amortization of intangibles					3,890						4,065
Income From Operations					27,789						38,156
Other Income (Expense):
Interest expense					(3,347	)					(3,723	)
Other – net					335						199
Total					(3,012	)					(3,524	)
Income from continuing operations before income taxes and cumulative effect of change in accounting principle					24,777						34,632
Income taxes					9,384						13,353
Income from continuing operations before cumulative effect of change in accounting principle					15,393						21,279
Cumulative effect of change in accounting principle, net of taxes					—						345
(Loss) from discontinued operations, net of income taxes					(398	)					(279	)
Net Income				$	14,995					$	21,345
Weighted Average Shares Outstanding:
Basic					25,291						26,631
Diluted					26,122						27,366
Earnings Per Common Share:
Income from continuing operations before cumulative effect of change in accounting principle:
Basic				$	0.61					$	0.80
Diluted				$	0.59					$	0.78
Net Income:
Basic				$	0.59					$	0.80
Diluted				$	0.57					$	0.78
Cash Dividends Per Common Share				$	0.175					$	0.15

See Notes to Condensed Consolidated Financial Statements.

F-86

JOHN H. HARLAND COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

			Three Month Periods Ended
(In thousands)			March 30, 2007						March 31, 2006
OPERATING ACTIVITIES:
Net income				$	14,995					$	21,345
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation					7,370						9,088
Amortization of upfront contract payments					7,612						7,987
Other amortization					5,604						5,831
Cumulative effect of change in accounting principle, net of taxes					—						(345	)
Loss (gain) on disposal of assets – net					37						(20	)
Stock-based compensation					2,549						2,716
Deferred income taxes					(1,715	)					(2,290	)
Other					(97	)					333
Change in assets and liabilities, net of effects of businesses acquired:
Accounts receivable					(2,769	)					(2,574	)
Income taxes receivable					(31	)					—
Inventories and other current assets					1,661						6,618
Deferred revenues					7,082						7,321
Accounts payable and accrued liabilities					(24,764	)					(23,729	)
Upfront contract payments					(17,626	)					(17,489	)
Net cash (used in) provided by operating activities					(92	)					14,792
INVESTING ACTIVITIES:
Purchases of property, plant and equipment					(6,383	)					(5,956	)
Proceeds from sale of property, plant and equipment					26						44
Payments for acquisition of businesses – net of cash acquired					—						(7,046	)
Other					(106	)					(53	)
Net cash (used in) investing activities					(6,463	)					(13,011	)
FINANCING ACTIVITIES:
Credit facility borrowings					112,492						110,378
Credit facility payments					(103,976	)					(96,881	)
Repurchases of stock					—						(16,851	)
Issuance of treasury stock					373						4,011
Dividends paid					(4,504	)					(4,056	)
Tax benefits from stock-based compensation					200						729
Other – net					(64	)					(386	)
Net cash provided by (used in) financing activities					4,521						(3,056	)
Decrease in cash and cash equivalents					(2,034	)					(1,275	)
Cash and cash equivalents at beginning of period					10,458						10,298
Cash and cash equivalents at end of period				$	8,424					$	9,023

See Notes to Condensed Consolidated Financial Statements.

F-87

JOHN H. HARLAND COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 30, 2007
(Unaudited)

1.	Basis of Presentation

The condensed consolidated financial statements contained in this report are unaudited but reflect all adjustments which are, in the opinion of management, necessary for a normal presentation of the results of operations, financial position and cash flows of the John H. Harland Company and subsidiaries (the ‘‘Company’’) for the interim periods reflected. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to applicable rules and regulations of the Securities and Exchange Commission. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year.

The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and notes thereto, and the Independent Registered Public Accounting Firm’s Report included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (‘‘2006 Form 10-K’’).

Certain amounts in previously issued financial statements have been reclassified to conform to the 2007 presentation.

2.	Accounting Policies

Reference is made to the accounting policies of the Company described in the notes to consolidated financial statements included in the 2006 Form 10-K.

New Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (‘‘FASB’’) issued Statement No. 159, ‘‘The Fair Value Option of Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115’’ (‘‘SFAS 159’’). SFAS 159 permits an entity to choose to measure many financial instruments and certain other items at fair value. Most of the provisions in SFAS 159 are elective; however, the amendment to FASB Statement No. 115, ‘‘Accounting for Certain Investments in Debt and Equity Securities’’ (‘‘SFAS 115’’), applies to all entities with available-for-sale and trading securities. The fair value option permits all entities to choose to measure eligible items at fair value at specified election dates. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The C ompany is currently evaluating the impact of adopting SFAS 159 on its financial statements.

In June 2006, the FASB issued FASB Interpretation No. 48 (‘‘FIN 48’’) ‘‘Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No.109’’ effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement 109, ‘‘Accounting for Income Taxes’’. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. The Company adopted FIN 48 effective January 1, 2007. The adoption of FIN 48 did not have an effect on the Company’s results from operations or financial posit ion.

In June 2006, the FASB reached a consensus on EITF Issue No. 06-3, ‘‘How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation).’’ EITF 06-3 indicates that the income statement presentation on either a gross basis or a net basis of the taxes within the scope of the issue is an accounting policy decision that should be disclosed. EITF 06-3 is effective for interim and annual periods beginning after December 15, 2006. The Company presents the taxes within the scope of EITF 06-3 on a net basis.

F-88

Research and Development

For the three month period ended March 30, 2007, the Company incurred research and development costs of $5.9 million, compared to $6.2 million for the three month period ending March 31, 2006, a decrease of $0.3 million, or 4.8%. Research and development costs are primarily costs incurred related to the development of software and are recorded in selling, general and administrative expenses.

3.	Acquisitions

All acquisitions in 2006 were paid for with cash provided from operating activities and proceeds from the Company’s credit facility. The results of operations of each acquired business have been included in the Company’s operations beginning as of the date of the particular acquisition.

2006 Acquisitions

On April 28, 2006, Harland Financial Solutions, Inc. (‘‘HFS’’), a wholly owned subsidiary of the Company, acquired the remaining 20% of equity interests in Cavion LLC (‘‘Cavion’’) from outside investors for approximately $4.2 million in cash, including $1.0 million for the net minority interest of Cavion’s operations, and acquisition costs. The transaction increased HFS’s equity ownership in Cavion to 100%. The previous 80% ownership in Cavion had been obtained as a result of the acquisition of substantially all of the assets of Liberty Enterprises, Inc. (‘‘Liberty’’) in June 2005. The Cavion operation includes web design, web hosting and Internet banking services and provides financial institutions with a private secure network to conduct business with vendors and customers. The results of Cavion’s operations have been included in the Company’s operations, based on t he percentage of the Company’s ownership interest in Cavion, since the Liberty acquisition. The net minority interest portion of Cavion’s operations was included in the other-net caption on the condensed consolidated statements of income. Prior to the acquisition of the remaining 20% equity interest in Cavion, the Company had approximately $1.0 million of Cavion-related minority interests included in the other long-term liabilities caption of the condensed consolidated balance sheet.

On January 31, 2006, HFS acquired Financialware, Inc. (‘‘Financialware’’) for approximately $7.1 million in a cash for equity transaction. Financialware was a provider of enterprise content management solutions, serving domestic and international financial institution clients. The acquisition expanded and strengthened the Company’s position in electronic check processing, statement rendering, document archival and retrieval, report management and image exchange software. The enterprise content management system technology, through automation, allows a consolidated view of customer accounts, transactions and documents via an accessible browser by both the financial institution’s employees and their customers. Financialware’s results of operations were included in the Company’s operations as of January 31, 2006.

The estimated fair value of assets and liabilities at the acquisition date for both acquisitions totaled $10.3 million and consisted of goodwill of $7.6 million of which $4.9 million is expected to be deductible for tax purposes, other intangible assets of $4.0 million (estimated weighted average useful life of nine years), which included $1.2 million in developed technology (estimated weighted average useful life of six years), and $2.8 million in customer lists (estimated weighted average useful life of 11 years), other assets of $0.7 million and assumed liabilities of $2.1 million.

The pro forma effects of these acquisitions were not material to the Company’s results of operations.

4.	Goodwill and Intangible Assets

Goodwill and intangible assets with indefinite lives are not amortized but are tested at least annually for impairment. Separable intangible assets with definitive lives are amortized over their useful lives.

F-89

The changes in the carrying amounts of goodwill by business segment for the three month period ended March 30, 2007 are as follows (in thousands):

			Printed Products						Software & Services						Scantron						Consolidated
Balances as of December 31, 2006				$	83,399					$	253,837					$	30,289					$	367,525
Purchase price allocation adjustments					—						3						—						3
Balances as of March 30, 2007				$	83,399					$	253,840					$	30,289					$	367,528

Intangible assets with definitive lives were comprised of the following (in thousands):

			March 30, 2007																		December 31, 2006
			Gross Carrying Amount						Accum. Amort.						Net Carrying Amount						Gross Carrying Amount						Accum. Amort.						Net Carrying Amount
Developed technology				$	47,316					$	(29,610	)				$	17,706					$	47,210					$	(28,025	)				$	19,185
Customer lists					136,105						(43,706	)					92,399						136,105						(40,276	)					95,829
Trademarks					11,347						(4,363	)					6,984						11,347						(3,903	)					7,444
Content					1,900						(915	)					985						1,900						(853	)					1,047
Total				$	196,668					$	(78,594	)				$	118,074					$	196,562					$	(73,057	)				$	123,505

Amortization of developed technology and content is included in the cost of sales caption on the statements of income. Aggregate amortization expense for intangible assets totaled $5.5 million and $5.7 million for the three month periods ended March 30, 2007 and March 31, 2006, respectively. The estimated future intangible amortization expense as of March 30, 2007 is as follows (in thousands):

Year			Amount
Remaining 2007				$	15,648
2008					18,089
2009					14,955
2010					13,121
2011					10,102
Thereafter					46,159
Total				$	118,074

5.	Integration and Reorganization Actions

Upon the acquisition of Liberty in June 2005, an integration plan for the Liberty operations was developed that included the consolidation of six Liberty facilities into the Company’s existing network of regional production facilities and the elimination of duplicate selling, general and administrative expenses.

The following table presents the cumulative net costs of these actions incurred through March 30, 2007 (in thousands):

			Liberty Integration
Employee severance				$	5,937
Contract termination costs related to leaseholds					1,501
Other					1,121
Total				$	8,559

F-90

The following table reconciles the beginning and ending liability balances for the three month period ended March 30, 2007 related to the integration plan which are included in the other accrued liabilities captions on the balance sheet (in thousands):

			Beginning Balance						Credited to Costs and Expenses						Utilized Cash						Ending Balance
Liberty integration:
Employee severance				$	484					$	—					$	(195	)				$	289
Contract termination costs related to leaseholds					881						(12	)					(190	)					679
Other					54						(55	)					1						—
Total				$	1,419					$	(67	)				$	(384	)				$	968

6.	Inventories

As of March 30, 2007 and December 31, 2006, inventories consisted of the following (in thousands):

			March 30, 2007						December 31, 2006
Raw materials				$	15,217					$	15,481
Work in progress					1,220						1,943
Finished goods					2,252						2,141
Total				$	18,689					$	19,565

7.	Long Term Debt

In July 2006, the Company entered into a new credit facility (the ‘‘Credit Facility’’) with a syndicate of banks increasing the amount available from $412.5 million under the previous credit facility to $450.0 million. On May 1, 2007, borrowings under the Credit Facility were repaid and the Credit Facility was extinguished in connection with the Company’s merger with M & F Worldwide Corp. (‘‘M & F Worldwide’’) (see Note 15). The Credit Facility was comprised of an $87.5 million term loan and a $362.5 million revolving loan both of which were to mature in 2011. The term loan did not have any annual repayment requirements. The Credit Facility was used for general corporate purposes, including acquisitions, and included both direct borrowings and letters of credit. The Credit Facility was unsecured and the Company paid a commitment fee of 0.10% on the unused amount of the Credit Facility. Borrowings unde r the Credit Facility bore interest, at the Company’s option, based upon one of the following indices (plus a margin as defined): the Federal Funds Rate, the Wachovia Bank Base Rate or LIBOR (as defined therein). The Credit Facility had certain financial covenants including, among other items, leverage and fixed charge coverage. The Credit Facility also had restrictions that limited the Company’s ability to incur additional indebtedness, grant security interests or sell its assets beyond certain amounts.

At March 30, 2007, the Company had $219.1 million in outstanding cash borrowings under the Credit Facility, $5.2 million in outstanding letters of credit and $225.7 million available for borrowing under the Credit Facility. The average interest rate in effect on outstanding cash borrowings at March 30, 2007 was 5.73%. The Company was not permitted to incur funded indebtedness in excess of $245.0 million without the written consent of M & F Worldwide pursuant to the merger agreement with M & F Worldwide.

8.	Income Taxes

As a result of the implementation of FIN 48, the Company recognized no adjustment in its liability for unrecognized income tax benefits. At the adoption date of January 1, 2007, the Company had $5.0 million of unrecognized tax benefits, of which $4.7 million would affect the Company’s effective tax rate in future periods, if recognized. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters as interest expense in income before taxes. The

F-91

Company had $0.3 million accrued for interest and $0 accrued for penalties as of the January 1, 2007 adoption date. There were no significant changes to any of these amounts during the quarter ended March 30, 2007.

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is currently under Internal Revenue Service examination for certain items for the years 2001 and 2002, which are subject to Joint Committee review. The Company is unable to determine if the Joint Committee review will be concluded within the next 12 months. The tax years 2001-2006 remain open to examination by the major taxing jurisdictions to which the Company is subject.

The Company’s consolidated effective income tax rates were 37.9% and 38.6% for the first quarter of 2007 and the first quarter of 2006, respectively. The lower effective tax rate for the first quarter of 2007 was primarily due to an increase in the IRC Section 199, Qualified Production Activities Deduction.

9.	Comprehensive Income

Other comprehensive income for the Company includes foreign currency translation adjustments, unrealized gains (losses) on investments and net actuarial loss on postretirement benefits. Total comprehensive income for the three month periods ended March 30, 2007 and March 31, 2006 was as follows (in thousands):

			Three Month Periods Ended
			March 30, 2007						March 31, 2006
Net income:				$	14,995					$	21,345
Other comprehensive income:
Foreign exchange translation adjustments					(62	)					68
Unrealized (loss) gain on investments, net of $292 and ($69) in tax benefits and (provision)					(437	)					103
Amortization of net actuarial loss on postretirement benefits, net of ($8) in tax provisions					18						—
Less reclassification adjustment for amortization of actuarial loss included in net income					(18	)					—
Comprehensive income				$	14,496					$	21,516

F-92

10.	Earnings per Common Share

The computation of basic and diluted earnings per share for the three month periods ended March 30, 2007 and March 31, 2006 is as follows (in thousands, except per share amounts):

			Three Month Periods Ended
			March 30, 2007						March 31, 2006
Numerators:
Income from continuing operations before cumulative effect of change in accounting principle				$	15,393					$	21,279
Cumulative effect of change in accounting principle, net of income taxes					—						345
(Loss) from discontinued operations, net of income taxes					(398	)					(279	)
Net income				$	14,995					$	21,345
Denominator – basic:
Weighted average shares outstanding					25,291						26,446
Weighted average deferred shares outstanding under non-employee directors compensation plan					—						185
Weighted average shares outstanding – basic					25,291						26,631
Denominator – diluted:
Weighted average shares outstanding – basic					25,291						26,631
Dilutive effect of stock options and restricted stock					831						735
Weighted average shares outstanding – diluted					26,122						27,366
Earnings Per Common Share – basic:
Income from continuing operations before cumulative effect of change in accounting principle				$	0.61					$	0.80
Net income				$	0.59					$	0.80
Earnings Per Common Share – diluted:
Income from continuing operations before cumulative effect of change in accounting principle				$	0.59					$	0.78
Net income				$	0.57					$	0.78

The potentially dilutive common shares relate to options and restricted stock granted under stock compensation plans. Potentially dilutive common shares that were not included in the calculation of diluted earnings per share for the three month periods ended March 30, 2007 and March 31, 2006 because they were anti-dilutive were 1,027 and 69,351 shares, respectively.

11.	Postretirement Benefits

The Company sponsors unfunded defined postretirement benefit plans that cover certain salaried and nonsalaried employees. One plan provides health care benefits and the other provides life insurance benefits. The medical plan is contributory and contributions are adjusted annually based on actual claims experience. The Company previously disclosed in its 2006 Form 10-K that it expected to contribute $1.2 million to its postretirement benefit plan in 2007. During the three month period ended March 30, 2007, the Company contributed approximately $0.2 million to the plans.

F-93

Net periodic postretirement costs for the three month periods ended March 30, 2007 and March 31, 2006 are summarized as follows (in thousands):

			Three Month Periods Ended
			March 30, 2007						March 31, 2006
Interest on accumulated postretirement benefit obligation				$	278					$	305
Net amortization					26						70
Total				$	304					$	375

12.	Business Segments

As of March 30, 2007, the Company operated its business in three segments, organized on the basis of products, services and markets served. Within each business segment are division presidents who reported to the Company’s Chief Executive Officer, the chief operating decision maker.

The Printed Products segment (‘‘Printed Products’’) included checks, direct marketing activities, fraud payment prevention solutions and analytical services marketed primarily to financial institutions. The Software and Services segment (‘‘Software & Services’’) focused on the financial institution market and included core processing applications and services for credit unions, thrifts and community banks, education and e-commerce solutions primarily to credit unions, lending and mortgage origination applications, mortgage servicing applications, branch automation applications, customer relationship management applications and field maintenance services. The Scantron segment (‘‘Scantron’’) included products and services sold by the Company’s Scantron subsidiary including scanning equipment and software, scannable forms, survey solutions and testing and assessment tools. Scantron se lls these products and services to the education, commercial and financial institution markets.

During the fourth quarter of 2006, the Company transferred its field maintenance services from the Scantron business segment to the Software and Services business segment. This transfer was implemented to align the relationship between core processing offerings and the services and maintenance requirements of the financial institution market. Also in the fourth quarter of 2006, the Company classified a printing operation in Mexico as discontinued operations and, accordingly, removed such operations from the Printed Products segment. During the third quarter of 2006, the Company reassigned certain business operations including card products, educational services and fraud payment prevention solutions from the Software & Services business segment to the Printed Products business segment. During the second quarter of 2006, the Company transferred certain business operations related to on-site check printing systems from the Software & Services business segm ent to the Printed Products business segment. Accordingly, prior period results have been revised to conform to the 2006 business segment changes.

The Company’s operations were primarily in the United States and Puerto Rico. There were no significant intersegment sales. The Company did not have sales to any individual customer greater than 10% of total Company sales. Equity investments, as well as foreign assets and revenues, were not significant to the consolidated results of the Company. The Company’s accounting policies for segments were the same as those described in Note 1 in the Company’s 2006 Form 10-K.

Management evaluated segment performance based on segment income or loss before income taxes. Segment income or loss excludes interest income, interest expense and certain other non-operating gains and losses, all of which are considered Corporate items. Corporate assets consist primarily of cash and cash equivalents, deferred income taxes, investments and other assets not employed in production.

F-94

Summarized financial information for the three month periods ended March 30, 2007 and March 31, 2006 was as follows (in thousands):

			Business Segment
			Printed Products						Software & Services						Scantron						Corporate & Eliminations						Consolidated
Three month periods ended:
March 30, 2007
Sales				$	162,692					$	78,893					$	19,476					$	14					$	261,075
Income (loss) before income taxes					30,004						9,693						4,874						(19,794	)(a)					24,777
March 31, 2006
Sales				$	176,178					$	77,091					$	19,306					$	(146	)				$	272,429
Income (loss) before income taxes					32,726						7,506						6,058						(11,658	)					34,632

(a) Includes $8.5 million of expenses related to the merger with M & F Worldwide (see Note 15).

13.	Contingencies

In the ordinary course of business, the Company is subject to various legal proceedings and claims. The Company believes that the ultimate outcome of these matters will not have a material effect on its financial statements.

14.	Discontinued Operations

During 2006, the Company’s printing operation in Mexico continued a recent pattern of underperformance primarily due to the loss of a large customer in 2005. In the fourth quarter of 2006, the Company made a decision to dispose of this operation and received an offer from a third party regarding the purchase of the operation. The fair value of the offer was less than the carrying value of the operation’s assets. Accordingly, the Company recognized an impairment loss of $3.5 million and classified the operation as held for sale. The operation has been classified as a discontinued operation in the consolidated results of operations. The impairment loss was included in the discontinued operation’s results. Revenues and assets held for sale for the discontinued operation were not significant. On April 20, 2007, the Company entered into a definitive agreement under which this operation was sold on May 15, 2007.

15.	Merger with M & F Worldwide Corp.

On December 19, 2006, M & F Worldwide entered into a definitive merger agreement with the Company pursuant to which M & F Worldwide would acquire the Company for $52.75 per share in cash. On May 1, 2007, the acquisition was completed for total cash consideration of approximately $1.7 billion which included the repayment of the Company’s outstanding borrowings under its Credit Facility. Upon completion of the acquisition, the Company became an indirect wholly owned subsidiary of M & F Worldwide.

On January 26, 2007, an alleged shareholder of the Company filed a purported class action complaint in the Superior Court of Fulton County, Georgia against the Company, certain members of its board of directors, M & F Worldwide, H Acquisition Corp., a wholly owned subsidiary of M & F Worldwide and Ronald O. Perelman. The complaint alleged that the Company’s board of directors breached its fiduciary duties to the Company’s shareholders in approving and adopting the merger agreement by, among other things, agreeing to merger consideration that is allegedly unfair to the Company’s shareholders and agreeing to allegedly unreasonable deal protection measures in the merger agreement. The complaint further alleged that the Company’s board of directors breached its fiduciary duties by failing to disclose certain information in the preliminary proxy statement filed with the Securities and Exchange Commission. The lawsuit see ks, among other things, to enjoin the completion of the merger and to recover costs and disbursements incurred by the plaintiff, including reasonable attorneys’ fees and experts’ fees. In March 2007, a memorandum of understanding was reached to settle the matter which includes the payment by the Company of legal fees incurred by the plaintiff.

F-95

Harland Clarke Holdings Corp.

Exchange Offer for
$305,000,000 Senior Floating Rate Notes due 2015
$310,000,000 9.50% Senior Fixed Rate Notes due 2015

PROSPECTUS
                   , 2007

No person has been authorized to give any information or to make any representation other than those contained in this prospectus, and, if given or made, any information or representations must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy these securities in any circumstances in which this offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made under this prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of Harland Clarke Holdings Corp. since the date of this prospectus.

Until             , 2007, broker-dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the broker-dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Harland Clarke Holdings Corp.

Section 145 of the Delaware General Corporation Law (the ‘‘DGCL’’) grants a Delaware corporation the power to indemnify any director, officer, employee or agent against reasonable expenses (including attorneys’ fees) incurred by him in connection with any proceeding brought by or on behalf of the corporation and against judgments, fines, settlements and reasonable expenses (including attorneys’ fees) incurred by him in connection with any other proceeding, if (a) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and (b) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Except as ordered by a court, however, no indemnification is to be made in connection with any proceeding brought by or in the right of the corporation where the person involved is adjudged to be liable to the corpora tion.

Section 8.1 of our certificate of incorporation and Section 6.1 of our by-laws provide that we shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a ‘‘proceeding’’) by reason of the fact that he, or a person for whom he is the legal representative, or was a director or officer of the corporation or is or was serving at the written request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorney’s fees) reasonably incurred by such person; provided, however, that we shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by our board of directors.

Section 102 of the DGCL permits the limitation of directors’ personal liability to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director except for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) breaches under section 174 of the DGCL, which relate to unlawful payments of dividends or unlawful stock repurchase or redemptions, and (iv) any transaction from which the director derived an improper personal benefit.

Section 7 of our certificate of incorporation limits the personal liability of our directors to the fullest extent permitted by the DGCL.

B²Direct, Inc., Checks in the Mail, Inc., Clarke American Checks, Inc., Harland Clarke Corp., HFS Core Systems, Inc., and Scantron Corporation

These registrants are all subject to the same provisions of the DGCL as described above. In addition, the charter or by-laws of each of these registrants contains similar provisions.

Centralia Holding Corp., Harland Checks and Services, Inc. and John H. Harland Company of Puerto Rico

Section 14-2-851 of the Georgia Business Corporation Code (the ‘‘GBCC’’) grants a Georgia corporation the power to indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (1) such individual conducted himself or herself in good faith and (2) such individual reasonably believed: (i) in the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation, (ii) in all other

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cases, that such conduct was at least not opposed to the best interests of the corporation and (iii) in the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful. This Section of the GBCC further limits a Georgia corporation power to indemnify a director: (i) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under the GBCC, or (ii) in connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.

Section 14-2-857 of the GBCC grants a Georgia corporation the power to indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation: (1) to the same extent as a director and (2) if he or she is not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for liability arising out of conduct that constitutes: (i) appropriation, in violation of his or her duties, of any business opportunity of the corporation, (ii) acts or omissions which involve intentional misconduct or a knowing violation of law, (iii) for the types of liability rising from unlawful distribution or (iv) receipt of an improper personal benefit. In addition, this Section grants a corporation the power to indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with pu blic policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

Section 14-2-202 of the GBCC permits the elimination or limitation of directors’ personal liability to the corporation or its shareholders for monetary damages for any action taken, or any failure to take any action, as a director, except liability: (i) for any appropriation, in violation of his or her duties, of any business opportunity of the corporation, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law, (iii) for the types of liability rising from unlawful distributions, or (iv) for any transaction from which the director received an improper personal benefit.

The charter or by-laws of each of these corporations contains similar provisions to the statutes described above.

Harland Financial Solutions, Inc.

Section 60.391 of the Business Corporation Act of the State of Oregon (the ‘‘BCA’’) grants an Oregon corporation the power to indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the conduct of the individual was in good faith, (b) the individual reasonably believed that the individual’s conduct was in the best interests of the corporation, or at least not opposed to its best interests; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful. Section 60.391 of the BCA further provides that an Oregon corporation may not indemnify a director: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal benefi t to the director in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. Section 60.407 of the BCA grants an Oregon corporation the power to indemnify an officer, employee or agent of the corporation to the same extent as to a director. The BCA also provides that unless limited by its articles of incorporation, an Oregon corporation must indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because of being a director or officer of the corporation against reasonable expenses incurred by the director or officer in connection with the proceeding. The BCA also provides for advancement of expenses to directors and officers, provided certain conditions are met.

Section 60.047 of the BCA permits the elimination or limitation of a director’s personal liability to the corporation or its shareholders for monetary damages for conduct as a director, provided that no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior

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to the date when such provision becomes effective or for: (i) any breach of the director’s duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) any unlawful distribution under the BCA; or (iv) any transaction from which the director derived an improper personal benefit.

The charter and by-laws of Harland Financial Solutions, Inc. eliminate a director’s liability to the fullest extent permitted by law and provide for indemnification of, and advancement of expenses to, directors and officers to the fullest extent permitted by law.

HFS Scantron Holdings Corp.

Section 722 of the Business Corporation Law (the ‘‘BCL’’) of the State of New York grants a New York corporation the power to indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including at torneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein. The power to indemnify applies if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

Section 702 of the BCL further grants a New York corporation the power to indemnify any person made, or threatened to be made, a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, j oint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

Section 402 of the BCL permits the elimination or limitation of directors’ personal liability to the corporation or its shareholders for damages for any breach of duty in such capacity, provided that no such provision shall eliminate or limit: (1) the liability of any director if a judgment or other final adjudication adverse to him establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled or that his acts violated Section 719 of the BCL, or (2) the liability of any director for any act or omission prior to the adoption of a provision authorized by Section 402.

The charter or by-laws HFS Scantron Holdings Corp. contains similar provisions to our charter and by-laws.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrants pursuant to the foregoing provisions, the registrants has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

All the registrants maintain directors’ and officers’ liability insurance for their officers and directors.

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ITEM 21.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit Number			Description
1.1			Purchase Agreement, among Clarke American Corp., the co-issuers named therein, the guarantors named therein, Credit Suisse Securities (USA) LLC, Bear, Stearns & Co., Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. dated as of April 26, 2007.
2.1			Agreement and Plan of Merger by and among John H. Harland Company, M & F Worldwide Corp. and H Acquisition Corp., dated December 19, 2006 (incorporated by reference to Exhibit 2.1 of M & F Worldwide Corp.’s Current Report on Form 8-K dated December 20, 2006).
2.2			Stock Purchase Agreement by and between M & F Worldwide Corp. and Honeywell International Inc., dated October 31, 2005 (incorporated by reference to Exhibit 2.1 of M & F Worldwide Corp.’s Current Report on Form 8-K dated October 31, 2005).
3.1(i)			Certificate of Incorporation of Harland Clarke Holdings Corp. (formerly known as Clarke American Corp.), as amended.
3.1(ii)			By-laws of Harland Clarke Holdings Corp. (formerly known as Clarke American Corp.) (incorporated by reference to Exhibit 3.1(ii) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.2(i)			Certificate of Incorporation of Clarke American Checks, Inc., as amended (incorporated by reference to Exhibit 3.2(i) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.2(ii)			By-laws of Clarke American Checks, Inc. (incorporated by reference to Exhibit 3.2(ii) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.3(i)			Certificate of Incorporation of Checks in the Mail, Inc., as amended (incorporated by reference to Exhibit 3.3(i) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.3(ii)			By-laws of Checks in the Mail, Inc. (incorporated by reference to Exhibit 3.3(ii) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.4(i)			Certificate of Incorporation of B2Direct, Inc., as amended (incorporated by reference to Exhibit 3.4(i) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.4(ii)			By-laws of B2Direct, Inc. (incorporated by reference to Exhibit 3.4(ii) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.5(i)			Articles of Incorporation of Centralia Holding Corp.
3.5(ii)			By-laws of Centralia Holding Corp.
3.6(i)			Amended and Restated Articles of Incorporation of Harland Checks and Services, Inc.
3.6(ii)			Amended and Restated By-laws of Harland Checks and Services, Inc.
3.7(i)			Certificate of Incorporation of Harland Clarke Corp. (formerly known as John H. Harland Company).
3.7(ii)			By-laws of Harland Clarke Corp. (formerly known as John H. Harland Company).
3.8(i)			Articles of Incorporation of Harland Financial Solutions, Inc.
3.8(ii)			By-laws of Harland Financial Solutions, Inc.

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Exhibit Number			Description
3.9(i)			Amended and Restated Certificate of Incorporation of HFS Core Systems, Inc.
3.9(ii)			By-laws of HFS Core Systems, Inc.
3.10(i)			Certificate of Incorporation of HFS Scantron Holdings Corp.
3.10(ii)			By-laws of HFS Scantron Holdings Corp.
3.11(i)			Articles of Incorporation of John H. Harland Company of Puerto Rico.
3.11(ii)			By-laws of John H. Harland Company of Puerto Rico.
3.12(i)			Amended and Restated Certificate of Incorporation of Scantron Corporation.
3.12(ii)			By-laws of Scantron Corporation.
4.1			Indenture dated as of May 1, 2007 among Harland Clarke Holdings Corp., the co-issuers and guarantors party thereto and Wells Fargo Bank, N.A., as trustee.
4.2			Form of Exchange Note (included in Exhibit 4.1).
4.3			Form of Guarantee (included in Exhibit 4.1).
4.4			Registration Rights Agreement (relating to the initial notes) dated as of May 1, 2007 by and among Harland Clarke Holdings Corp., the Guarantors (listed therein), Credit Suisse Securities (USA) LLC, Bear, Stearns & Co., Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.
4.5			Credit Agreement, dated as of April 4, 2007 among Harland Clarke Holdings Corp., the Subsidiary Borrowers (listed therein), the Lenders (listed therein) and Credit Suisse, Cayman Islands Branch, as administrative agent.
4.6			First Amendment to Credit Agreement, dated as of May 4, 2007, by and among Harland Clarke Holdings Corp., the lender parties (listed therein) and Credit Suisse, Cayman Islands Branch, as administrative and collateral agent.
4.7			Guarantee and Collateral Agreement, dated as of May 1, 2007, by and among Harland Clarke Holdings Corp. and certain subsidiaries in favor of Credit Suisse, Cayman Islands Branch.
4.8			Assumption Agreement, dated as of May 1, 2007 by and among Harland Clarke Corp., Harland Checks and Services, Inc., Scantron Corporation, Harland Financial Solutions, Inc., HFS Core Systems, Inc., Centralia Holding Corp. and John H. Harland Company of Puerto Rico in favor of Credit Suisse, Cayman Islands Branch, as administrative and collateral agent.
4.9			Intellectual Property Security Agreement, dated as of May 1, 2007, by and among B2Direct, Inc., Checks in the Mail, Inc. and Clarke American Checks, Inc., the Grantors, in favor of Credit Suisse, Cayman Islands Branch, as administrative and collateral agent.
4.10			Intellectual Property Security Agreement, dated as of May 1, 2007, by and among Harland Clarke Corp., Harland Checks and Services, Inc., Scantron Corporation, Harland Financial Solutions, Inc. and HFS Core Systems, Inc., the Grantors, in favor of Credit Suisse, Cayman Islands Branch, as administrative and collateral agent.
4.11			Joinder Agreement, dated as of May 1, 2007, by and among B2Direct, Inc., Checks in the Mail, Inc., Clarke American Checks, Inc., New CS, Inc., New SCSFH, Inc., H Acquisition Corp., New SCH, Inc., New SFH, Inc. and Credit Suisse, Cayman Islands Branch.

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Exhibit Number			Description
4.12			Joinder Agreement, dated as of May 1, 2007, by and among Harland Clarke Corp., Harland Checks and Services, Inc., Scantron Corporation, Harland Financial Solutions, Inc., HFS Core Systems, Inc. and Credit Suisse, Cayman Islands Branch.
4.13			Mortgage by Harland Clarke Corp. to Credit Suisse, Cayman Islands Branch (5115 Ulmerton Road, Clearwater, Florida).
4.14			Deed to Secure Debt by Harland Clarke Corp. to Credit Suisse, Cayman Islands Branch (5096 Panola Industrial Blvd, Decatur, Georgia and 2933-2939 Miller Road, Decatur, Georgia).
4.15			Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing by Scantron Corporation in favor of First American Title Insurance Company, as trustee for the benefit of Credit Suisse, Cayman Islands Branch (2020 South 156 Circle, Omaha, Nebraska).
4.16			Mortgage by Clarke American Checks, Inc. to Credit Suisse, Cayman Islands Branch (124 Metropolitan Avenue, Salina, New York).
4.17			Mortgage by Harland Clarke Corp. to Credit Suisse, Cayman Islands Branch (3430 Platt Springs, West Columbia, South Carolina).
4.18			Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing by Checks In The Mail Inc. in favor of Peter Graf, Esq., as trustee for the benefit of Credit Suisse, Cayman Islands Branch (2435 Goodwin Lane, New Braunfels, Texas).
4.19			Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing by Clarke American Checks, Inc. in favor of Peter Graf, Esq., as trustee for the benefit of Credit Suisse, Cayman Islands Branch (5734 Farinon Drive, San Antonio, Texas).
4.20			Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing by Harland Clarke Corp. in favor of First American Title Insurance Agency, LLC, as trustee for the benefit of Credit Suisse, Cayman Islands Branch (4867-4883 West Harold Gatty Road, Salt Lake City, Utah).
5.1			Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to validity of the Exchange Notes.
5.2			Opinion of Schwabe, Williamson & Wyatt, P.C.
5.3			Opinion of Troutman Sanders LLP.
8.1			Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to certain tax matters.
10.1			Tax Sharing Agreement, dated as of December 15, 2005, by and among M & F Worldwide Corp., Clarke American Corp. and PCT International Holdings Inc. (incorporated by reference to Exhibit 10.15 of M & F Worldwide Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
10.2			Employment Agreement, dated as of May 29, 2007, by and among Harland Clarke Holdings Corp., Harland Clarke Corp. and Charles Dawson (incorporated by reference to Exhibit 10.1 of M & F Worldwide Corp.’s Current Report on Form 8-K dated June 1, 2007).
10.3			Employment Agreement, dated as of May 29, 2007, by and among Harland Clarke Holdings Corp., Harland Financial Solutions, Inc. and John O’Malley (incorporated by reference to Exhibit 10.2 of M & F Worldwide Corp.’s Current Report on Form 8-K dated June 1, 2007).

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Exhibit Number			Description
10.4			Employment Agreement, dated as of May 29, 2007, by and among Harland Clarke Holdings Corp., Scantron Corporation and Jeffrey Heggedahl (incorporated by reference to Exhibit 10.3 of M & F Worldwide Corp.’s Current Report on Form 8-K dated June 1, 2007).
12.1			Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1			Subsidiaries of Harland Clarke Holdings Corp.
23.1			Consent of Ernst & Young LLP.
23.2			Consent of PricewaterhouseCoopers LLP.
23.3			Consent of Deloitte & Touche LLP.
23.4			Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibits 5.1 and 8.1 to this Registration Statement).
23.5			Consent of Schwabe, Williamson & Wyatt, P.C. (included in Exhibit 5.2 to this Registration Statement).
23.6			Consent of Troutman Sanders LLP (included in Exhibit 5.3 to this Registration Statement).
24.1			Powers of Attorney (included on signature pages of this Part II).
25.1			Form T-1 Statement of Eligibility of Wells Fargo Bank, N.A. to act as trustee under the Indenture.
99.1			Form of Letter of Transmittal.
99.2			Form of Notice of Guaranteed Delivery.
99.3			Form of Letter to Brokers.
99.4			Form of Letter to Clients.
99.5			Form of Instructions to Brokers.

ITEM 22.    UNDERTAKINGS.

	(a)	The undersigned registrant 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 set forth 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) (§230.424(b) of this chapter) 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;

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(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.

(4)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 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.

(c) 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.

(d) 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 registrants have 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 registrants of expenses incurred or paid by a director, officer or controlling person of the registrants 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 whe ther such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 13, 2007.

			HARLAND CLARKE HOLDINGS CORP.
			By:			/s/ Barry F. Schwartz
						Name: Barry F. Schwartz Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward P. Taibi, Philip Theodore, Michael Riley, Paul Parrish and Judy C. Norris or any of them his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connect ion therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on this 13th day of June 2007.

Signature		Title
/s/ Barry F. Schwartz		President, Chief Executive Officer and Director (Principal Executive Officer)
Barry F. Schwartz
/s/ Paul G. Savas		Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)
Paul G. Savas
/s/ J. Michael Riley		Vice President and Controller (Principal Accounting Officer)
J. Michael Riley
/s/ Charles T. Dawson		Director
Charles T. Dawson
/s/ Howard Gittis		Director
Howard Gittis
/s/ Jeffrey D. Heggedahl		Director
Jeffrey D. Heggedahl
/s/ John E. O’Malley		Director
John E. O’Malley

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on June 13, 2007.

			B2DIRECT, INC.
			By:			/s/ Charles T. Dawson
						Name: Charles T. Dawson Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward P. Taibi, Philip Theodore, Michael Riley, Paul Parrish and Judy C. Norris or any of them his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connect ion therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on this 13th day of June 2007.

Signature		Title
/s/ Charles T. Dawson		President, Chief Executive Officer and Director (Principal Executive Officer)
Charles T. Dawson
/s/ Peter A. Fera, Jr.		Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
Peter A. Fera, Jr.
/s/ Howard Gittis		Director
Howard Gittis
/s/ Paul G. Savas		Director
Paul G. Savas
/s/ Barry F. Schwartz		Director
Barry F. Schwartz

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on June 13, 2007.

			CENTRALIA HOLDING CORP.
			By:			/s/ Charles T. Dawson
						Name: Charles T. Dawson Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward P. Taibi, Philip Theodore, Michael Riley, Paul Parrish and Judy C. Norris or any of them his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connect ion therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on this 13th day of June 2007.

Signature		Title
/s/ Charles T. Dawson		President, Chief Executive Officer and Director (Principal Executive Officer)
Charles T. Dawson
/s/ Peter A. Fera, Jr.		Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
Peter A. Fera, Jr.
/s/ Paul G. Savas		Director
Paul G. Savas
/s/ Barry F. Schwartz		Director
Barry F. Schwartz
/s/ Edward P. Taibi		Director
Edward P. Taibi

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on June 13, 2007.

			CHECKS IN THE MAIL, INC.
			By:			/s/ Charles T. Dawson
						Name: Charles T. Dawson Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward P. Taibi, Philip Theodore, Michael Riley, Paul Parrish and Judy C. Norris or any of them his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connect ion therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on this 13th day of June 2007.

Signature		Title
/s/ Charles T. Dawson		President, Chief Executive Officer and Director (Principal Executive Officer)
Charles T. Dawson
/s/ Peter A. Fera, Jr.		Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
Peter A. Fera, Jr.
/s/ Howard Gittis		Director
Howard Gittis
/s/ Paul G. Savas		Director
Paul G. Savas
/s/ Barry F. Schwartz		Director
Barry F. Schwartz

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on June 13, 2007.

			CLARKE AMERICAN CHECKS, INC.
			By:			/s/ Charles T. Dawson
						Name: Charles T. Dawson Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward P. Taibi, Philip Theodore, Michael Riley, Paul Parrish and Judy C. Norris or any of them his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connect ion therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on this 13th day of June 2007.

Signature		Title
/s/ Charles T. Dawson		President, Chief Executive Officer and Director (Principal Executive Officer)
Charles T. Dawson
/s/ Peter A. Fera, Jr.		Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
Peter A. Fera, Jr.
/s/ Howard Gittis		Director
Howard Gittis
/s/ Paul G. Savas		Director
Paul G. Savas
/s/ Barry F. Schwartz		Director
Barry F. Schwartz

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on June 13, 2007.

			HARLAND CHECKS AND SERVICES, INC.
			By:			/s/ Charles T. Dawson
						Name: Charles T. Dawson Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward P. Taibi, Philip Theodore, Michael Riley, Paul Parrish and Judy C. Norris or any of them his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connect ion therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on this 13th day of June 2007.

Signature		Title
/s/ Charles T. Dawson		President, Chief Executive Officer and Director (Principal Executive Officer)
Charles T. Dawson
/s/ Peter A. Fera, Jr.		Executive Vice President, Chief Financial Officer (Principal Accounting and Financial Officer)
Peter A. Fera, Jr.
/s/ Paul G. Savas		Director
Paul G. Savas
/s/ Barry F. Schwartz		Director
Barry F. Schwartz
/s/ Edward P. Taibi		Director
Edward P. Taibi

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on June 13, 2007.

			HARLAND CLARKE CORP.
			By:			/s/ Charles T. Dawson
						Name: Charles T. Dawson Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward P. Taibi, Philip Theodore, Michael Riley, Paul Parrish and Judy C. Norris or any of them his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connect ion therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on this 13th day of June 2007.

Signature		Title
/s/ Charles T. Dawson		President, Chief Executive Officer and Director (Principal Executive Officer)
Charles T. Dawson
/s/ Peter A. Fera, Jr.		Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
Peter A. Fera, Jr.
/s/ Paul G. Savas		Director
Paul G. Savas
/s/ Barry F. Schwartz		Director
Barry F. Schwartz
/s/ Edward P. Taibi		Director
Edward P. Taibi

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Mary, State of Florida, on June 13, 2007.

			HARLAND FINANCIAL SOLUTIONS, INC.
			By:			/s/ John E. O’Malley
						Name: John E. O’Malley Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward P. Taibi, Philip Theodore, Michael Riley, Paul Parrish and Judy C. Norris or any of them his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connect ion therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on this 13th day of June 2007.

Signature		Title
/s/ John E. O’Malley		President and Chief Executive Officer (Principal Executive Officer)
John E. O’Malley
/s/ Jeffrey A. Groh		Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
Jeffrey A. Groh
/s/ Paul G. Savas		Director
Paul G. Savas
/s/ Barry F. Schwartz		Director
Barry F. Schwartz
/s/ Edward P. Taibi		Director
Edward P. Taibi

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Mary, State of Florida, on June 13, 2007.

			HFS CORE SYSTEMS, INC.
			By:			/s/ John E. O’Malley
						Name: John E. O’Malley Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward P. Taibi, Philip Theodore, Michael Riley, Paul Parrish and Judy C. Norris or any of them his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connect ion therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on this 13th day of June 2007.

Signature		Title
/s/ John E. O’Malley		President and Chief Executive Officer (Principal Executive Officer)
John E. O’Malley
/s/ Jeffrey A. Groh		Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
Jeffrey A. Groh
/s/ Paul G. Savas		Director
Paul G. Savas
/s/ Barry F. Schwartz		Director
Barry F. Schwartz
/s/ Edward P. Taibi		Director
Edward P. Taibi

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 13, 2007.

			HFS SCANTRON HOLDINGS CORP.
			By:			/s/ Charles T. Dawson
						Name: Charles T. Dawson Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward P. Taibi, Philip Theodore, Michael Riley, Paul Parrish and Judy C. Norris or any of them his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connect ion therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on this 13th day of June 2007.

Signature		Title
/s/ Charles T. Dawson		President and Chief Executive Officer (Principal Executive Officer)
Charles T. Dawson
/s/ Peter A. Fera, Jr.		Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
Peter A. Fera Jr.
/s/ Edward P. Taibi		Director
Edward P. Taibi

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on June 13, 2007.

			JOHN H. HARLAND COMPANY OF PUERTO RICO
			By:			/s/ Charles T. Dawson
						Name: Charles T. Dawson Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward P. Taibi, Philip Theodore, Michael Riley, Paul Parrish and Judy C. Norris or any of them his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connect ion therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on this 13th day of June 2007.

Signature		Title
/s/ Charles T. Dawson		President, Chief Executive Officer and Director (Principal Executive Officer)
Charles T. Dawson
/s/ Peter A. Fera, Jr.		Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
Peter A. Fera, Jr.
/s/ Paul G. Savas		Director
Paul G. Savas
/s/ Barry F. Schwartz		Director
Barry F. Schwartz
/s/ Edward P. Taibi		Director
Edward P. Taibi

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 13, 2007.

			SCANTRON CORPORATION
			By:			/s/ Jeffrey D. Heggedahl
						Name: Jeffrey D. Heggedahl Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward P. Taibi, Philip Theodore, Michael Riley, Paul Parrish and Judy C. Norris or any of them his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connect ion therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on this 13th day of June 2007.

Signature		Title
/s/ Jeffrey D. Heggedah		President and Chief Executive Officer (Principal Executive Officer)
Jeffrey D. Heggedahl
/s/ Gene A. Lynes		Senior Vice President, Chief Financial Officer and Chief Operating Officer (Principal Accounting and Financial Officer)
Gene A. Lynes
/s/ Paul G. Savas		Director
Paul G. Savas
/s/ Barry F. Schwartz		Director
Barry F. Schwartz
/s/ Edward P. Taibi		Director
Edward P. Taibi

II-21

EXHIBIT INDEX

Exhibit Number			Description
1.1			Purchase Agreement, among Clarke American Corp., the co-issuers named therein, the guarantors named therein, Credit Suisse Securities (USA) LLC, Bear, Stearns & Co., Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. dated as of April 26, 2007.
2.1			Agreement and Plan of Merger by and among John H. Harland Company, M & F Worldwide Corp. and H Acquisition Corp., dated December 19, 2006 (incorporated by reference to Exhibit 2.1 of M & F Worldwide Corp.’s Current Report on Form 8-K dated December 20, 2006).
2.2			Stock Purchase Agreement by and between M & F Worldwide Corp. and Honeywell International Inc., dated October 31, 2005 (incorporated by reference to Exhibit 2.1 of M & F Worldwide Corp.’s Current Report on Form 8-K dated October 31, 2005).
3.1(i)			Certificate of Incorporation of Harland Clarke Holdings Corp. (formerly known as Clarke American Corp.), as amended.
3.1(ii)			By-laws of Harland Clarke Holdings Corp. (formerly known as Clarke American Corp.) (incorporated by reference to Exhibit 3.1(ii) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.2(i)			Certificate of Incorporation of Clarke American Checks, Inc., as amended (incorporated by reference to Exhibit 3.2(i) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.2(ii)			By-laws of Clarke American Checks, Inc. (incorporated by reference to Exhibit 3.2(ii) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.3(i)			Certificate of Incorporation of Checks in the Mail, Inc., as amended (incorporated by reference to Exhibit 3.3(i) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.3(ii)			By-laws of Checks in the Mail, Inc. (incorporated by reference to Exhibit 3.3(ii) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.4(i)			Certificate of Incorporation of B2Direct, Inc., as amended (incorporated by reference to Exhibit 3.4(i) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.4(ii)			By-laws of B2Direct, Inc. (incorporated by reference to Exhibit 3.4(ii) of Clarke American Corp.’s Registration Statement on Form S-4 dated April 12, 2006).
3.5(i)			Articles of Incorporation of Centralia Holding Corp.
3.5(ii)			By-laws of Centralia Holding Corp.
3.6(i)			Amended and Restated Articles of Incorporation of Harland Checks and Services, Inc.
3.6(ii)			Amended and Restated By-laws of Harland Checks and Services, Inc.
3.7(i)			Certificate of Incorporation of Harland Clarke Corp. (formerly known as John H. Harland Company).
3.7(ii)			By-laws of Harland Clarke Corp. (formerly known as John H. Harland Company).
3.8(i)			Articles of Incorporation of Harland Financial Solutions, Inc.

II-22

Exhibit Number			Description
3.8(ii)			By-laws of Harland Financial Solutions, Inc.
3.9(i)			Amended and Restated Certificate of Incorporation of HFS Core Systems, Inc.
3.9(ii)			By-laws of HFS Core Systems, Inc.
3.10(i)			Certificate of Incorporation of HFS Scantron Holdings Corp.
3.10(ii)			By-laws of HFS Scantron Holdings Corp.
3.11(i)			Articles of Incorporation of John H. Harland Company of Puerto Rico.
3.11(ii)			By-laws of John H. Harland Company of Puerto Rico.
3.12(i)			Amended and Restated Certificate of Incorporation of Scantron Corporation.
3.12(ii)			By-laws of Scantron Corporation.
4.1			Indenture dated as of May 1, 2007 among Harland Clarke Holdings Corp., the co-issuers and guarantors party thereto and Wells Fargo Bank, N.A., as trustee.
4.2			Form of Exchange Note (included in Exhibit 4.1).
4.3			Form of Guarantee (included in Exhibit 4.1).
4.4			Registration Rights Agreement (relating to the initial notes) dated as of May 1, 2007 by and among Harland Clarke Holdings Corp., the Guarantors (listed therein), Credit Suisse Securities (USA) LLC, Bear, Stearns & Co., Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.
4.5			Credit Agreement, dated as of April 4, 2007 among Harland Clarke Holdings Corp., the Subsidiary Borrowers (listed therein), the Lenders (listed therein) and Credit Suisse, Cayman Islands Branch, as administrative agent.
4.6			First Amendment to Credit Agreement, dated as of May 4, 2007, by and among Harland Clarke Holdings Corp., the lender parties (listed therein) and Credit Suisse, Cayman Islands Branch, as administrative and collateral agent.
4.7			Guarantee and Collateral Agreement, dated as of May 1, 2007, by and among Harland Clarke Holdings Corp. and certain subsidiaries in favor of Credit Suisse, Cayman Islands Branch.
4.8			Assumption Agreement, dated as of May 1, 2007 by and among Harland Clarke Corp., Harland Checks and Services, Inc., Scantron Corporation, Harland Financial Solutions, Inc., HFS Core Systems, Inc., Centralia Holding Corp. and John H. Harland Company of Puerto Rico in favor of Credit Suisse, Cayman Islands Branch, as administrative and collateral agent.
4.9			Intellectual Property Security Agreement, dated as of May 1, 2007, by and among B2Direct, Inc., Checks in the Mail, Inc. and Clarke American Checks, Inc., the Grantors, in favor of Credit Suisse, Cayman Islands Branch, as administrative and collateral agent.
4.10			Intellectual Property Security Agreement, dated as of May 1, 2007, by and among Harland Clarke Corp., Harland Checks and Services, Inc., Scantron Corporation, Harland Financial Solutions, Inc. and HFS Core Systems, Inc., the Grantors, in favor of Credit Suisse, Cayman Islands Branch, as administrative and collateral agent.

II-23

Exhibit Number			Description
4.11			Joinder Agreement, dated as of May 1, 2007, by and among B2Direct, Inc., Checks in the Mail, Inc., Clarke American Checks, Inc., New CS, Inc., New SCSFH, Inc., H Acquisition Corp., New SCH, Inc., New SFH, Inc. and Credit Suisse, Cayman Islands Branch.
4.12			Joinder Agreement, dated as of May 1, 2007, by and among Harland Clarke Corp., Harland Checks and Services, Inc., Scantron Corporation, Harland Financial Solutions, Inc., HFS Core Systems, Inc. and Credit Suisse, Cayman Islands Branch.
4.13			Mortgage by Harland Clarke Corp. to Credit Suisse, Cayman Islands Branch (5115 Ulmerton Road, Clearwater, Florida).
4.14			Deed to Secure Debt by Harland Clarke Corp. to Credit Suisse, Cayman Islands Branch (5096 Panola Industrial Blvd, Decatur, Georgia and 2933-2939 Miller Road, Decatur, Georgia).
4.15			Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing by Scantron Corporation in favor of First American Title Insurance Company, as trustee for the benefit of Credit Suisse, Cayman Islands Branch (2020 South 156 Circle, Omaha, Nebraska).
4.16			Mortgage by Clarke American Checks, Inc. to Credit Suisse, Cayman Islands Branch (124 Metropolitan Avenue, Salina, New York).
4.17			Mortgage by Harland Clarke Corp. to Credit Suisse, Cayman Islands Branch (3430 Platt Springs, West Columbia, South Carolina).
4.18			Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing by Checks In The Mail Inc. in favor of Peter Graf, Esq., as trustee for the benefit of Credit Suisse, Cayman Islands Branch (2435 Goodwin Lane, New Braunfels, Texas).
4.19			Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing by Clarke American Checks, Inc. in favor of Peter Graf, Esq., as trustee for the benefit of Credit Suisse, Cayman Islands Branch (5734 Farinon Drive, San Antonio, Texas).
4.20			Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing by Harland Clarke Corp. in favor of First American Title Insurance Agency, LLC, as trustee for the benefit of Credit Suisse, Cayman Islands Branch (4867-4883 West Harold Gatty Road, Salt Lake City, Utah).
5.1			Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to validity of the Exchange Notes.
5.2			Opinion of Schwabe, Williamson & Wyatt, P.C.
5.3			Opinion of Troutman Sanders LLP.
8.1			Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to certain tax matters.
10.1			Tax Sharing Agreement, dated as of December 15, 2005, by and among M & F Worldwide Corp., Clarke American Corp. and PCT International Holdings Inc. (incorporated by reference to Exhibit 10.15 of M & F Worldwide Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
10.2			Employment Agreement, dated as of May 29, 2007, by and among Harland Clarke Holdings Corp., Harland Clarke Corp. and Charles Dawson (incorporated by reference to Exhibit 10.1 of M & F Worldwide Corp.’s Current Report on Form 8-K dated June 1, 2007).

II-24

Exhibit Number			Description
10.3			Employment Agreement, dated as of May 29, 2007, by and among Harland Clarke Holdings Corp., Harland Financial Solutions, Inc. and John O’Malley (incorporated by reference to Exhibit 10.2 of M & F Worldwide Corp.’s Current Report on Form 8-K dated June 1, 2007).
10.4			Employment Agreement, dated as of May 29, 2007, by and among Harland Clarke Holdings Corp., Scantron Corporation and Jeffrey Heggedahl (incorporated by reference to Exhibit 10.3 of M & F Worldwide Corp.’s Current Report on Form 8-K dated June 1, 2007).
12.1			Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1			Subsidiaries of Harland Clarke Holdings Corp.
23.1			Consent of Ernst & Young LLP.
23.2			Consent of PricewaterhouseCoopers LLP.
23.3			Consent of Deloitte & Touche LLP.
23.4			Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibits 5.1 and 8.1 to this Registration Statement).
23.5			Consent of Schwabe, Williamson & Wyatt, P.C. (included in Exhibit 5.2 to this Registration Statement).
23.6			Consent of Troutman Sanders LLP (included in Exhibit 5.3 to this Registration Statement).
24.1			Powers of Attorney (included on signature pages of this Part II).
25.1			Form T-1 Statement of Eligibility of Wells Fargo Bank, N.A. to act as trustee under the Indenture.
99.1			Form of Letter of Transmittal.
99.2			Form of Notice of Guaranteed Delivery.
99.3			Form of Letter to Brokers.
99.4			Form of Letter to Clients.
99.5			Form of Instructions to Brokers.

II-25

EX-1.1

                                                                  EXECUTION COPY

                                  $615,000,000

                              CLARKE AMERICAN CORP.

               $310,000,000 9.50% SENIOR FIXED RATE NOTES DUE 2015

                $305,000,000 SENIOR FLOATING RATE NOTES DUE 2015

                               PURCHASE AGREEMENT

                                 APRIL 26, 2007

CREDIT SUISSE SECURITIES (USA) LLC
BEAR, STEARNS & CO. INC.
CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES INC.
     C/O CREDIT SUISSE SECURITIES (USA) LLC ("CREDIT SUISSE"),
     Eleven Madison Avenue
     New York, N.Y. 10010-3629

Dear Sirs:

          1. Introductory. Clarke American Corp., a Delaware corporation (the
"COMPANY"), each other entity listed on Annex ID1 hereto (the "EXISTING
CO-ISSUERS") and each other entity listed on Annex ID2 hereto (the "NEW
CO-ISSUERS" and, together with the Existing Co-Issuers, the "CO-ISSUERS") and
each of the entities listed on Annex IA hereto (the "EXISTING GUARANTORS"),
agrees with the several initial purchasers named in Schedule A hereto (the
"PURCHASERS") subject to the terms and conditions stated herein, to issue and
sell to the several Purchasers U.S. $310,000,000 principal amount of its 9.50%
Senior Fixed Rate Notes due 2015 (the "FIXED RATE NOTES") and $305,000,000
principal amount of its Senior Floating Rate Notes due 2015 (the "FLOATING RATE
NOTES" and, together with the Fixed Rate Notes, the "OFFERED SECURITIES") to be
issued under an indenture, to be dated as of the Closing Date (the "INDENTURE"),
among the Company, the Co-Issuers, the Guarantors (as defined below) and Wells
Fargo Bank, N.A., as Trustee. The Offered Securities will be issued, jointly and
severally, by the Company and each Co-Issuer and guaranteed, jointly and
severally and fully and unconditionally, by each Guarantor listed on Annex IE
hereto.

          The Offered Securities are being issued and sold in connection with
the acquisition (the "ACQUISITION") by the Company of John H. Harland Company, a
Georgia corporation (the "TARGET"), pursuant to the Agreement and Plan of
Merger, dated as of December 19, 2006 (the "ACQUISITION AGREEMENT"). Upon the
consummation of the Acquisition, all of the Target's and each of the Target's
subsidiaries listed on Annex IB hereto (together, the "NEW GUARANTORS" and,
together with the Existing Guarantors, the "GUARANTORS") outstanding capital
stock will be owned, directly or indirectly, by the Company. In connection with
the Acquisition and the payment of related fees and expenses, (i) the



Company and the Guarantors have entered into a new senior secured credit
facility in the amount of $1,900.0 million (the "NEW SENIOR CREDIT FACILITY")
pursuant to a credit agreement, dated as of April 4, 2007, among the Company,
the Guarantors party thereto and the lenders party thereto (the "CREDIT
AGREEMENT"), (ii) the Company and the Co-Issuers expect to issue and to become
obligated under the Offered Securities, and (iii) the Company intends to
consummate a tender offer and related consent solicitation (together, the
"TENDER OFFER") to purchase any and all of its outstanding 11 3/4 % Senior Notes
due 2013 (the "EXISTING NOTES"), of which $175.0 million in aggregate principal
amount is outstanding, and to obtain the requisite consents of holders of the
Existing Notes to proposed amendments to the indenture (the "PROPOSED
AMENDMENTS") governing such Existing Notes (the "REQUISITE CONSENTS"). As used
herein, the term "the TRANSACTIONS" means collectively (i) the offering of the
Offered Securities, (ii) the entering into of the New Senior Credit Facility,
(iii) the consummation of the Tender Offer and (iv) the Acquisition.

          The holders of the Offered Securities will be entitled to the benefits
of a Registration Rights Agreement dated as of the Closing Date among the
Company, the Guarantors and the Purchasers (the "REGISTRATION RIGHTS
AGREEMENT"), pursuant to which the Company and the Guarantors agree to file a
registration statement with the Commission registering the resale of the Offered
Securities under the Securities Act.

          This Agreement, the Offered Securities, the Indenture, the
Registration Rights Agreement, the Credit Agreement and the Acquisition
Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

          Each of the Company and the Existing Guarantors hereby agrees with the
several Purchasers as follows:

          2. Representations and Warranties of the Company and the Guarantors.
As of the date hereof, each of the Company and the Existing Guarantors, jointly
and severally, with respect to itself and its subsidiaries and to its best
knowledge, with respect to the Target and its subsidiaries regarding Sections
2(b) (solely with respect to the Exchange Act Reports), 2(c), (e), (f), (o),
(p), (r), (t), (u), (v), (w), (x), (y), (z), (aa), (bb), (cc), (dd), (ee), (ff),
(gg), (hh), (oo) and (pp) hereof, and as of the Closing Date, each of the
Company and each Guarantor, jointly and severally, represents and warrants to,
and agrees with the several Purchasers that:

               (a) Offering Circulars; Certain Defined Terms. The Company has
     prepared or will prepare a Preliminary Offering Circular and a Final
     Offering Circular.

          For purposes of this Agreement:

          "APPLICABLE TIME" means 9:40 am (New York City time) on the date of
this Agreement.

          "CLOSING DATE" has the meaning set forth in Section 3 hereof.

          "COMMISSION" means the Securities and Exchange Commission.


                                      -2-



          "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended.

          "FINAL OFFERING CIRCULAR" means the final offering circular relating
to the Offered Securities to be offered by the Purchasers that discloses the
offering price and other final terms of the Offered Securities and is dated as
of the date of this Agreement (even if finalized and issued subsequent to the
date of this Agreement).

          "FREE WRITING COMMUNICATION" means a written communication (as such
term is defined in Rule 405 of Regulation C under the Securities Act) that
constitutes an offer to sell or a solicitation of an offer to buy the Offered
Securities and is made by means other than the Preliminary Offering Circular or
the Final Offering Circular.

          "GENERAL DISCLOSURE PACKAGE" means the Preliminary Offering Circular
together with any Issuer Free Writing Communication existing at the Applicable
Time and the other information which is intended for general distribution to
prospective investors, as evidenced by its being specified in Schedule B hereto.

          "ISSUER FREE WRITING COMMUNICATION" means a Free Writing Communication
prepared by or on behalf of the Company, used or referred to by the Company or
containing a description of the final terms of the Offered Securities or of
their offering, in the form retained in the Company's records.

          "PRELIMINARY OFFERING CIRCULAR" means the preliminary offering
circular, dated April 13, 2007, relating to the Offered Securities to be offered
by the Purchasers.

          "RULES AND REGULATIONS" means the rules and regulations of the
Commission.

          "SECURITIES ACT" means the United States Securities Act of 1933, as
amended.

          "SECURITIES LAWS" means, collectively, the Sarbanes-Oxley Act of 2002
("SARBANES-OXLEY"), the Securities Act, the Exchange Act, the Rules and
Regulations, the auditing principles, rules, standards and practices applicable
to auditors of "issuers" (as defined in Sarbanes-Oxley) promulgated or approved
by the Public Company Accounting Oversight Board and, as applicable, the rules
of the New York Stock Exchange and the NASDAQ Global Market ("EXCHANGE RULES").

          "SUPPLEMENTAL MARKETING MATERIAL" means any Issuer Free Writing
Communication other than any Issuer Free Writing Communication specified in
Schedule B hereto. Supplemental Marketing Materials include, but are not limited
to, any electronic Bloomberg roadshow slides and any accompanying audio
recording.

          References herein to "Preliminary Offering Circular" and "Final
Offering Circular" include the documents incorporated therein by reference.

          Unless otherwise specified, a reference to a "rule" is to the
indicated rule under the Securities Act.


                                      -3-



               (b) Disclosure. As of the date of this Agreement, the Final
     Offering Circular does not, and as of the Closing Date, the Final Offering
     Circular will not include any untrue statement of a material fact or omit
     to state any material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading. At the Applicable Time, and as of the Closing Date, neither (i)
     the General Disclosure Package, nor (ii) any individual Supplemental
     Marketing Material, when considered together with the General Disclosure
     Package, included, or will include, any untrue statement of a material fact
     or omitted, or will omit, to state any material fact necessary in order to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading. The preceding two sentences do not apply to
     statements in or omissions from the Preliminary or Final Offering Circular,
     the General Disclosure Package or any Supplemental Marketing Material based
     upon written information furnished to the Company by any Purchaser through
     Credit Suisse specifically for use therein, it being understood and agreed
     that the only such information is that described as such in Section 8(b)
     hereof. On the date of this Agreement, the Company's Annual Report on Form
     10-K most recently filed with the Commission, the Target's Annual Report on
     Form 10-K most recently filed with the Commission, and all reports for
     subsequent periods (collectively, the "EXCHANGE ACT REPORTS") which have
     been filed by the Company with the Commission or sent to stockholders
     pursuant to the Exchange Act and/or incorporated by reference into the
     Preliminary Offering Circular and the Final Offering Circular, when
     considered together with the General Disclosure Package, do not include any
     untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading. Such documents, when they were
     filed with the Commission, conformed in all material respects to the
     requirements of the Exchange Act and the Rules and Regulations.

               (c) Good Standing of the Company and the Guarantors. Each of the
     Company and the Guarantors has been duly incorporated or formed and is
     validly existing as a corporation or other entity in good standing under
     the laws of its jurisdiction of incorporation or formation, with all
     requisite corporate or other power and authority to carry on its business
     as it is currently being conducted and as described in the General
     Disclosure Package and the Final Offering Circular and to own, lease and
     operate its properties, as described in the General Disclosure Package and
     the Final Offering Circular; and the Company and each Guarantor is duly
     qualified and is in good standing as a foreign corporation or other entity
     authorized to do business in each jurisdiction in which the nature of its
     business or its ownership or leasing of property requires such
     qualification, except where the failure to be so qualified would not
     reasonably be expected to (1) result, individually or in the aggregate, in
     a material adverse effect on the properties, business, results of
     operations, condition (financial or otherwise), or affairs of the Company
     and the Guarantors, taken as a whole or (2) in any manner draw into
     question the validity of this Agreement or any other Operative Document or
     the transactions described in the General Disclosure Package and the
     Offering Circular under the caption "Use of Proceeds" (any of the events
     set forth in clauses (1) or (2), a "MATERIAL ADVERSE EFFECT").


                                      -4-



               (d) Subsidiaries. Each subsidiary of the Company and each
     subsidiary of the Guarantors has been duly incorporated or formed and is
     validly existing as a corporation or other entity in good standing under
     the laws of its jurisdiction of incorporation or formation, with all
     requisite corporate or other power and authority to carry on its business
     as it is currently being conducted and as described in the General
     Disclosure Package and the Final Offering Circular and to own, lease and
     operate its properties, as described in the General Disclosure Package and
     the Final Offering Circular; and each subsidiary of the Company and each
     subsidiary of the Guarantors is duly qualified and is in good standing as a
     foreign corporation or other entity authorized to do business in each
     jurisdiction in which the nature of its business or its ownership or
     leasing of property requires such qualification, except where the failure
     to be so qualified would not reasonably be expected to result in a Material
     Adverse Effect; all of the outstanding shares of capital stock of each
     subsidiary of the Company and each Guarantor are owned, directly or
     indirectly, by the Company or respective Guarantor, free and clear of any
     security interest, claim, defect, lien, limitation on voting rights or
     encumbrance (other than transfer restrictions imposed by the New Senior
     Credit Facility, the Securities Act and the securities or Blue Sky laws of
     certain jurisdictions); and all such securities have been duly authorized,
     validly issued and are fully paid and nonassessable and were not issued in
     violation of any preemptive or similar rights.

               (e) Corporate Power and Authority. Each of the Company and the
     Guarantors has all requisite corporate or other power and authority to
     execute, deliver and perform its obligations under this Agreement and each
     other Operative Document to which it is a party and to consummate the
     transactions contemplated hereby and thereby, including, without
     limitation, the corporate or other power and authority to issue, sell and
     deliver the Offered Securities as provided herein and therein.

               (f) Corporate Structure. As of the Closing Date after giving
     effect to the Transactions, the entities listed on Annex IC hereto will be
     the only subsidiaries, direct or indirect, of the Company.

               (g) Indenture; Offered Securities. The Indenture has been duly
     and validly authorized by the Company, the Existing Co-Issuers and the
     Existing Guarantors, and at the Closing Date will be duly and validly
     authorized by the New Co-Issuers and the New Guarantors, and when duly
     executed and delivered by the Company, each Co-Issuer and each Guarantor
     will be the valid and legally binding agreement of each of the Company,
     each Co-Issuer and the Guarantors enforceable against each of them in
     accordance with its terms subject to bankruptcy, insolvency, fraudulent
     conveyance or transfer, reorganization, moratorium or similar laws
     affecting creditors' rights generally and subject to general principles of
     equity (regardless of whether enforceability is considered in a proceeding
     in equity or at law); the Offered Securities have been duly authorized by
     the Company and the Existing Co-Issuers, and at the Closing Date will be
     duly and validly authorized by the New Co-Issuers, and when the Offered
     Securities are delivered and paid for pursuant to this Agreement on the
     Closing Date, such Offered Securities will have been duly executed,
     authenticated, issued and delivered by the Company and each Co-Issuer, will
     be the valid and legally binding agreement of each of the Company and the
     Co-Issuers, enforceable against each of them in accordance with


                                      -5-



     their terms subject to bankruptcy, insolvency, fraudulent conveyance or
     transfer, reorganization, moratorium or similar laws affecting creditors'
     rights generally and subject to general principles of equity (regardless of
     whether enforceability is considered in a proceeding in equity or at law)
     and entitled to the benefits and security provided by the Indenture; the
     General Disclosure Package and the Offering Circular each contain a summary
     of the terms of the Indenture and the Offered Securities, which summary is
     accurate in all material respects.

               (h) Guarantee. The guarantee ("GUARANTEE") of each Existing
     Guarantor has been duly and validly authorized by such Existing Guarantor,
     and at the Closing Date will be duly and validly authorized by each New
     Guarantor; and, when the Offered Securities are delivered and paid for
     pursuant to this Agreement on the Closing Date and issued, executed and
     authenticated in accordance with the terms of the Indenture, the Guarantee
     of each Guarantor endorsed thereon will have been duly executed and
     delivered by each such Guarantor, will conform to the description thereof
     contained in the General Disclosure Package and the Final Offering Circular
     and will constitute valid and legally binding obligations of such
     Guarantor, enforceable in accordance with its terms, subject to bankruptcy,
     insolvency, fraudulent transfer, reorganization, moratorium and similar
     laws of general applicability relating to or affecting creditors' rights
     and to general equity principles.

               (i) Purchase Agreement. This Agreement has been duly and validly
     authorized, executed and delivered by the Company, the Existing Co-Issuers
     and the Existing Guarantors, and at the Closing Date, will be duly and
     validly authorized, executed and delivered by the New Co-Issuers and the
     New Guarantors; this Agreement is the legal, valid and binding agreement of
     the Company, the Existing Co-Issuers and each Existing Guarantor, and at
     the Closing Date will be the legal, valid and binding agreement of the New
     Co-Issuers and the New Guarantors, in each case, enforceable against each
     of them in accordance with its terms, subject to applicable bankruptcy,
     insolvency, fraudulent conveyance, reorganization, moratorium and similar
     laws affecting the rights of creditors generally and subject to general
     principles of equity (regardless of whether enforceability is considered in
     a proceeding in equity or at law) and except to the extent that the
     indemnification and contribution provisions of this Agreement may be
     unenforceable.

               (j) Registration Rights Agreement. The Registration Rights
     Agreement has been duly and validly authorized by the Company, the Existing
     Co-Issuers and the Existing Guarantors, and at the Closing Date will be
     duly and validly authorized by the New Co-Issuers and the New Guarantors;
     when duly executed and delivered by the Company, the Co-Issuers and each
     Guarantor, the Registration Rights Agreement will be the legal, valid and
     binding obligation of the Company, the Co-Issuers and each Guarantor,
     enforceable against each of them in accordance with its terms, subject to
     applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
     moratorium and similar laws affecting the rights of creditors generally and
     subject to general principles of equity (regardless of whether
     enforceability is considered in a proceeding in equity or at law) and
     except to the extent that the indemnification and contribution provisions
     of the Registration Rights Agreement may be unenforceable; the


                                      -6-



     General Disclosure Package and the Final Offering Circular each contain a
     summary of the terms of the Registration Rights Agreement, which summary is
     accurate in all material respects.

               (k) Exchange Securities and Guarantees. The Exchange Securities
     have been duly and validly authorized for issuance by the Company and the
     Existing Co-Issuers, and at the Closing Date, will be duly and validly
     authorized by the New Co-Issuers; when issued and authenticated in
     accordance with the terms of the Exchange Offer (as defined in the
     Registration Rights Agreement), the Exchange Securities will be the legal,
     valid and binding obligations of the Company and the Co-Issuers,
     enforceable against each of them in accordance with their terms and
     entitled to the benefits of the Indenture, subject to applicable
     bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
     and similar laws affecting the rights of creditors generally and subject to
     general principles of equity (regardless of whether enforceability is
     considered in a proceeding in equity or at law); the General Disclosure
     Package and the Final Offering Circular each contain a summary of the terms
     of the Exchange Securities, which summary is accurate in all material
     respects. The Guarantees of the Exchange Securities have been duly
     authorized by each Existing Guarantor and, at the Closing Date, the
     Guarantees of the Exchange Securities will be duly and validly authorized
     by each New Guarantor, and when executed and delivered in accordance with
     the terms of the Indenture and when the Exchange Securities have been
     issued and authenticated in accordance with the terms of the Exchange Offer
     and the Indenture, will be the valid and legally binding obligations of
     such Guarantor, enforceable against it in accordance with their terms and
     entitled to the benefits of the Indenture, subject to bankruptcy,
     insolvency, fraudulent conveyance or transfer, reorganization, moratorium
     or similar laws affecting creditors' rights generally and subject to
     general principles of equity (regardless of whether enforceability is
     considered in a proceeding in equity or at law).

               (l) Acquisition Agreement. The Company has delivered to the
     Purchasers true and correct copies of the Acquisition Agreement and all
     material documents and agreements related to the transactions contemplated
     thereby, and there have been no amendments, modifications or waivers
     thereto or in the exhibits or schedules thereto, except as have been
     delivered to the Purchasers; the General Disclosure Package and the Final
     Offering Circular each contain a summary of the terms of the Acquisition
     Agreement, which summary is accurate in all material respects.

               (m) Credit Agreement. The Credit Agreement has been duly and
     validly authorized, executed and delivered by the Company and each
     Guarantor party thereto, and the Credit Agreement is the legal, valid and
     binding obligation of the Company and each Guarantor party thereto,
     enforceable against each of them in accordance with its terms, subject to
     applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
     moratorium and similar laws affecting the rights of creditors generally and
     subject to general principles of equity (regardless of whether
     enforceability is considered in a proceeding in equity or at law); the
     General Disclosure Package and the Final Offering Circular each contain a
     summary of the terms of the Credit Agreement, which summary is accurate in
     all material respects.


                                      -7-



               (n) Trust Indenture Act. On the Closing Date, the Indenture will
     conform in all material respects to the requirements of the United States
     Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), and
     the rules and regulations of the Commission applicable to an indenture that
     is qualified thereunder.

               (o) No Finder's Fee. Except pursuant to the Operative Documents
     and the Commitment Letter, Fee Letter, Fee Credit Letter and Engagement
     Letter, each dated as of January 11, 2007, and each between the Company and
     the Purchasers or affiliates of the Purchasers, there are no contracts,
     agreements or understandings among the Company, the Target and any other
     person that would give rise to a valid claim against the Company, the
     Target, their respective subsidiaries or the Purchasers for a brokerage
     commission, finder's fee or like payment in connection with the issuance,
     purchase and sale of the Offered Securities.

               (p) No Registration Rights. There are no holders of securities of
     the Company, the Target or their respective subsidiaries who, by reason of
     the execution of this Agreement or any other Operative Document, or the
     consummation by the Company or the Guarantors of the transactions
     contemplated hereby and thereby, have the right to request or demand that
     the Company, the Target or their respective subsidiaries register under the
     Securities Act or analogous foreign laws and regulations securities held by
     them, other than pursuant to the Registration Rights Agreement; except as
     described in the General Disclosure Package and the Final Offering
     Circular, there are not currently any outstanding subscriptions, rights,
     warrants, calls, commitments of sale or options to acquire, or instruments
     convertible into or exchangeable for, any capital stock or other equity
     interests of the Company and its subsidiaries.

               (q) Absence of Further Requirements. Assuming the accuracy of the
     Purchasers' representations and warranties in Section 4 of this Agreement,
     no consent, approval, authorization, or order of, or filing or registration
     with, any person (including any governmental agency or body or any court)
     is required for the consummation of the transactions contemplated by this
     Agreement, the Indenture and the Registration Rights Agreement in
     connection with the offering, issuance and sale of the Offered Securities
     by the Company and the Co-Issuers and the issuance of the Guarantees by the
     Guarantors except (1) such consents as have been or will be obtained or
     made on or prior to the Closing Date, (2) registration of the Exchange
     Offer or resale of the Offered Securities under the Securities Act pursuant
     to the Registration Rights Agreement, and qualification of the Indenture
     under the Trust Indenture Act, in connection with the issuance of the
     Exchange Securities, (3) such filings and recordings required to perfect
     liens under the documents executed in connection with the New Senior Credit
     Facility and (4) where the failure to obtain such consents, approvals,
     authorizations or orders, filings, registrations, qualifications, licenses
     or permits would not be reasonably expected to result in a Material Adverse
     Effect.

               (r) Title to Property. The Company, the Guarantors and their
     respective subsidiaries have good and marketable title to all real
     properties and all other properties and assets owned by them, in each case
     free from liens, charges, encumbrances and defects that would materially
     affect the value thereof or materially interfere with the


                                      -8-



     use made or to be made thereof by them; and each of the Company, the
     Guarantors and their respective subsidiaries, has peaceful and undisturbed
     possession under all material leases to which any of them is a party as
     lessee and each of which lease is valid and binding and no default exists
     thereunder, except in each case as would not reasonably be expected to have
     a Material Adverse Effect.

               (s) Absence of Defaults and Conflicts Arising From Transactions.
     Assuming the accuracy of the Purchasers' representations and warranties in
     Section 4 of this Agreement, none of (i) the execution, delivery,
     assumption or performance by the Company or any Guarantor, of this
     Agreement, or any of the other Operative Documents to which it is a party,
     (ii) the issuance and sale of the Offered Securities by the Company and the
     Co-Issuers and the issuance of the Guarantees by the Guarantors, (iii) the
     compliance by the Company, the Co-Issuers and the Guarantors in all
     material respects with the terms and provisions of this Agreement, or any
     of the other Operative Documents to which it is a party, (iv) the
     consummation by the Company or the Guarantors of the transactions described
     in the Preliminary Offering Circular and the Final Offering Circular under
     the caption "Use of Proceeds," or (v) the merger of Target with and into a
     subsidiary of the Company violates, conflicts with or constitutes a breach
     of any of the terms or provisions of, or will violate, conflict with or
     constitute a breach of any of the terms or provisions of, or a default
     under (or an event that with notice or the lapse of time, or both, would
     constitute a default under), or require consent under, or result in the
     imposition of a lien or encumbrance on any properties of the Company, the
     Target or their respective subsidiaries, or an acceleration of any
     indebtedness of the Company, the Target or their respective subsidiaries
     pursuant to, (A) the charter or bylaws or other organizational documents of
     the Company, any Guarantor or their respective subsidiaries, (B) any bond,
     debenture, note, indenture, mortgage, deed of trust or other agreement or
     instrument to which the Company, any Guarantor or their respective
     subsidiaries is a party or by which any of them is bound or to which any of
     their properties are subject, (C) any statute, rule or regulation
     applicable to the Company, any Guarantor or their respective subsidiaries
     or any of their assets or properties or (D) any judgment, order or decree
     of any court or governmental agency, body or authority or administrative
     agency, domestic or foreign, having jurisdiction over the Company, any
     Guarantor or their respective subsidiaries or any of their assets or
     properties except, with respect to clauses (B) through (D) as would not
     reasonably be expected to result in a Material Adverse Effect.

               (t) No Consents, Approvals or Authorizations. Assuming the
     accuracy of the Purchasers' representations and warranties in Section 4 of
     this Agreement, no consent, approval, authorization or order of, or filing,
     registration, qualification, license or permit of or with, (i) any court or
     governmental agency, body or authority or administrative agency or (ii) any
     other person is required for (A) the execution, delivery and performance by
     the Company or the Guarantors of this Agreement or any of the other
     Operative Documents to which it is a party, or (B) the issuance and sale of
     the Offered Securities, the issuance of the Guarantees and the transactions
     contemplated hereby and thereby, except (w) such consents as have been or
     will be obtained or made on or prior to the Closing Date, (x) registration
     of the Exchange Offer or resale of the Offered Securities under the
     Securities Act pursuant to the


                                      -9-



     Registration Rights Agreement, and qualification of the Indenture under the
     Trust Indenture Act, in connection with the registration under the Exchange
     Offer or resale of the Offered Securities, (y) such filings and recordings
     required to perfect liens under the documents executed in connection with
     the New Senior Credit Facility and (z) where the failure to obtain such
     consents, approvals, authorizations or orders, filings, registrations,
     qualifications, licenses or permits would not be reasonably expected to
     result in a Material Adverse Effect.

               (u) Absence of Existing Defaults and Conflicts. Each of the
     Company, each Guarantor and their respective subsidiaries, is not (i) in
     violation of its charter or bylaws or other organizational documents, (ii)
     (except as set forth in the General Disclosure Package and the Final
     Offering Circular) in default (or with the giving of notice or lapse of
     time would be in default) under any existing obligation, agreement,
     covenant or condition contained in any bond, debenture, note, indenture,
     mortgage, deed of trust or other agreement or instrument to which it is a
     party or by which it is bound or to which any of its properties is subject
     that, individually or in the aggregate, would reasonably be expected to
     have a Material Adverse Effect or (iii) except as disclosed in the
     Preliminary Offering Circular and the Final Offering Circular, in violation
     of any local, state, federal or foreign law, statute, ordinance, rule,
     regulation, requirement, judgment or court decree (including, without
     limitation, environmental laws, statutes, ordinances, rules, regulations,
     requirements, judgments or court decrees) applicable to it or any of its
     assets or properties (whether owned or leased) that, individually or in the
     aggregate, would reasonably be expected to have a Material Adverse Effect.
     To the knowledge of the Company, there exists no condition (with respect to
     clauses (ii) and (iii) above) that, with notice, the passage of time or
     otherwise, would constitute a default under any such document or instrument
     except for any such default which would not be reasonably expected to
     result in a Material Adverse Effect.

               (v) Possession of Licenses and Permits. Each of the Company, the
     Guarantors and their respective subsidiaries possess, and are in compliance
     with the terms of, all adequate certificates, permits, licenses, franchises
     and authorizations of governmental or regulatory authorities ("LICENSES"),
     including, without limitation, under any applicable Environmental Laws, as
     are necessary or material to lease and operate its respective properties
     and to conduct its businesses as proposed in the General Disclosure Package
     and the Final Offering Circular, except where the failure to have such
     Licenses would not reasonably be expected to have a Material Adverse
     Effect; each of the Company, the Guarantors and their respective
     subsidiaries has fulfilled and performed all of its obligations with
     respect to such Licenses and have not received any notice of proceedings
     relating to, and no event has occurred that allows, or after notice or
     lapse of time would allow, revocation, termination or modification thereof
     in either case, except where such failure to perform, or occurrence of such
     event would not reasonably be expected to have a Material Adverse Effect.

               (w) Absence of Labor Dispute. There is (i) no significant unfair
     labor practice complaint pending against the Company, the Guarantors or any
     of their respective subsidiaries, nor, to the knowledge of the Company,
     threatened against any of them, before the National Labor Relations Board,
     any state or local labor relations board


                                      -10-



     or any foreign labor relations board, and no significant grievance or
     significant arbitration proceeding arising out of or under any collective
     bargaining agreement is so pending against the Company, the Guarantors or
     any of their respective subsidiaries, or, to the knowledge of the Company,
     threatened against any of them, (ii) no significant strike, labor dispute,
     slowdown or stoppage pending against the Company, the Guarantors or any of
     their subsidiaries, or to the knowledge the Company, threatened against any
     of them and (iii) to the knowledge of the Company, there is no union
     representation question existing with respect to the employees of the
     Company, the Guarantors or any of their respective subsidiaries, except for
     any union representation question that would not reasonably be expected to
     have a Material Adverse Effect. To the knowledge of the Company, no
     material collective bargaining organizing activities are taking place with
     respect to the Company, the Guarantors or any of their respective
     subsidiaries. Neither the Company, the Guarantors or any of their
     respective subsidiaries has violated (i) any federal, state or local law or
     foreign law relating to discrimination in hiring, promotion or pay of
     employees, (ii) any applicable wage or hour laws or (iii) any provision of
     the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
     or the rules and regulations thereunder, except those violations that would
     not, individually or in the aggregate, reasonably be expected to have a
     Material Adverse Effect.

               (x) Possession of Intellectual Property. Each of the Company, the
     Guarantors and their respective subsidiaries owns, possesses, can acquire
     on reasonable terms or has the right to employ all patents, patent rights,
     licenses, inventions, copyrights, know-how (including trade secrets and
     other unpatented and/or unpatentable proprietary or confidential
     information, software, systems or procedures), trademarks, service marks
     and trade names, computer programs, technical data and information
     (collectively, the "INTELLECTUAL PROPERTY") presently employed by it in
     connection with the businesses now operated by it free and clear of and
     without violating any right, claimed right, charge, encumbrance, pledge,
     security interest, restriction or lien of any kind of any other person, and
     neither the Company nor the Target has received any written notice of
     infringement of or conflict with asserted rights of others with respect to
     any of the foregoing, except such infringements as would not, individually
     or in the aggregate, reasonably be expected to have a Material Adverse
     Effect. The use of the Intellectual Property in connection with the
     business and operations of the Company, the Guarantors and their respective
     subsidiaries does not infringe on the rights of any person, except such
     infringements as would not, individually or in the aggregate, reasonably be
     expected to have a Material Adverse Effect.

               (y) Environmental Laws. Except as set forth in the General
     Disclosure Package and the Final Offering Circular, neither the Company,
     the Guarantors nor any of their respective subsidiaries, has violated, or
     is in violation of, any foreign, federal, state or local law or regulation,
     or decision or order of any governmental agency or body or any court
     relating to the protection of human health and safety, the environment or
     hazardous or toxic substances or wastes, pollutants or contaminants
     (collectively, "ENVIRONMENTAL LAWS"), which violations would, individually
     or in the aggregate, reasonably be expected to have a Material Adverse
     Effect There is no alleged liability, or to the knowledge of the Company,
     potential liability (including, without limitation, alleged or potential
     liability or investigatory costs, cleanup costs, governmental response


                                      -11-



     costs, natural resource damages, property damages, personal injuries or
     penalties) of the Company, the Guarantors or any of their respective
     subsidiaries, arising out of, based on or resulting from either (i) the
     presence or release into the environment of any Hazardous Material (as
     defined) at any location of the Company, the Guarantors or any such
     subsidiary, as the case may be, or (ii) any violation or alleged violation
     of any Environmental Law, which alleged or potential liability is required
     to be disclosed in the Preliminary Offering Circular and the Final Offering
     Circular, in either case, other than as disclosed therein, or would not
     reasonably be expected to have a Material Adverse Effect. The term
     "HAZARDOUS MATERIAL" means (A) any "hazardous substance" as defined by the
     Comprehensive Environmental Response, Compensation, and Liability Act of
     1980, as amended, (B) any "hazardous waste" as defined by the Resource
     Conservation and Recovery Act of 1976, as amended, (C) any petroleum or
     petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant
     or contaminant or hazardous, dangerous or toxic chemical, material, waste
     or substance regulated under or within the meaning of any other law
     relating to protection of human health or the environment or imposing
     liability or standards of conduct concerning any such chemical material,
     waste or substance.

               (z) Absence of Manipulation. Neither the Company, nor the
     Guarantors nor their respective subsidiaries has taken, directly or
     indirectly, any action designed to, or that might reasonably be expected
     to, cause or result in stabilization or manipulation of the price of any
     security of the Company, the Guarantors or their respective subsidiaries to
     facilitate the sale or resale of the Offered Securities.

               (aa) Statistical and Market-Related Data. The statistical,
     industry and market-related data included in the Preliminary Offering
     Circular, the Final Offering Circular, any Issuer Free Writing
     Communication or any Supplemental Marketing Material are based on or
     derived from management estimates and third-party sources, and the Company
     and the Guarantors believe such estimates and sources are reasonable,
     reliable and accurate in all material respects.

               (bb) Internal Controls and Compliance with the Sarbanes-Oxley
     Act. Each of the Company and the Target maintains a system of internal
     accounting controls, including, but not limited to, disclosure controls and
     procedures and internal controls over accounting matters and financial
     reporting (collectively, "INTERNAL CONTROLS"), that are sufficient to
     provide reasonable assurance regarding the reliability of financial
     reporting and the preparation of financial statements for external purposes
     in accordance with generally accepted accounting principles and includes
     those policies and procedures that (i) pertain to the maintenance of
     records that in reasonable detail accurately and fairly reflect the
     transactions and dispositions of the assets of the issuer, (ii) provide
     reasonable assurance that transactions are recorded as necessary to permit
     preparation of financial statements in accordance with generally accepted
     accounting principles, and that receipts and expenditures of the issuer are
     being made only in accordance with authorizations of management and
     directors of the issuer, and (iii) provide reasonable assurance regarding
     prevention or timely detection of unauthorized acquisition, use or
     disposition of the issuer's assets that would have a material effect on the
     financial statements.


                                      -12-



               (cc) Tax Matters. All federal, state and foreign income and
     franchise tax returns required to be filed by the Company, the Guarantors
     or their respective subsidiaries in all jurisdictions have been so filed
     and are accurate in all material respects. All taxes, including withholding
     taxes, penalties and interest, assessments, fees and other charges due or
     claimed to be due from such entities or that are due and payable have been
     paid, other than those being contested in good faith and for which adequate
     reserves have been provided in accordance with generally accepted
     accounting principles or those currently payable without penalty or
     interest and except where the failure to make such required filings or
     payments would not, individually or in the aggregate, reasonably be
     expected to result in a Material Adverse Effect. To the knowledge of the
     Company there are no material proposed additional tax assessments against
     the Company, the Guarantors or their respective subsidiaries or the assets
     or property of the Company, the Guarantors or their respective
     subsidiaries, except those tax assessments for which adequate reserves have
     been established or those tax assessments that would not reasonably be
     expected to result in a Material Adverse Effect.

               (dd) Insurance. Each of the Company, the Guarantors and their
     respective subsidiaries, maintains insurance covering its properties,
     operations, personnel and businesses, insuring against such losses and
     risks as are consistent with industry practice, except where failure to
     maintain such insurance would not reasonably be expected to have a Material
     Adverse Effect. Neither the Company nor the Guarantors has received written
     notice from any insurer or agent of such insurer that substantial capital
     improvements or other expenditures will have to be made in order to
     continue such insurance. Neither the Company, the Guarantors or any of
     their respective subsidiaries has been refused any insurance coverage
     sought or applied for; and neither the Company nor any such subsidiary has
     any reason to believe that it will not be able to renew its existing
     insurance coverage as and when such coverage expires or to obtain similar
     coverage from similar insurers as may be necessary to continue its business
     at a cost that would not have a Material Adverse Effect.

               (ee) Certain Relationships. Except as described in the
     Preliminary Offering Circular and the Final Offering Circular, after giving
     effect to the Transactions, no relationship, direct or indirect, exists
     between or among the Company, the Guarantors or their respective
     subsidiaries on the one hand, and the directors, officers, stockholders,
     customers or suppliers of the Company, the Guarantors or their respective
     subsidiaries on the other hand, that would be required by the Securities
     Act to be described in the Final Offering Circular if the Final Offering
     Circular were a prospectus included in a registration statement on Form S-1
     filed with the Commission.

               (ff) Absence of Legal and Other Proceedings There is (i) no
     action, suit, investigation or proceeding before or by any court,
     arbitrator or governmental agency, body or authority or administrative
     agency, domestic or foreign, now pending, or, to the knowledge of each of
     the Company, threatened or contemplated, to which the Company, the
     Guarantors or any of their respective subsidiaries is or may be a party or
     to which the assets or property of the Company, the Guarantors or any of
     their respective subsidiaries is or may be subject, (ii) no statute, rule,
     regulation or order that has been enacted, adopted or issued by any
     governmental agency, body or authority or


                                      -13-



     administrative agency or that has been proposed by any governmental agency,
     body or authority or administrative agency and (iii) no injunction,
     restraining order or order of any nature by a federal or state court or
     foreign court of competent jurisdiction to which the Company, the
     Guarantors or any of their respective subsidiaries is or may be subject or
     to which the business, assets or property of the Company, the Guarantors or
     any of their respective subsidiaries is or may be subject, that, in the
     case of clauses (i), (ii) and (iii) above, (A) is required to be disclosed
     in the General Disclosure Package and the Final Offering Circular and that
     is not so disclosed or (B) would, individually or in the aggregate,
     reasonably be expected to have a Material Adverse Effect or (C) which are
     otherwise material in the context of the sale of the Offered Securities. No
     action has been taken and no statute, rule, regulation or order has been
     enacted, adopted or issued by any governmental agency that prevents the
     issuance of the Offered Securities or Guarantees or prevents or suspends
     the use of the Final Offering Circular; no injunction, restraining order or
     order of any nature by a federal or state court of competent jurisdiction
     has been issued that prevents the issuance of the Offered Securities or
     Guarantees or prevents or suspends the sale of the Offered Securities in
     any jurisdiction referred to in Section 2(c) hereof; and every request of
     any securities authority or agency of any jurisdiction for additional
     information in connection with the offering of Offered Securities has been
     complied with in all material respects.

               (gg) Financial Statements. The accountants who have certified or
     will certify the financial statements included or to be included as part of
     the Preliminary Offering Circular and the Final Offering Circular are
     independent registered public accountants as required by the Securities
     Act. Except as described in the Preliminary Offering Circular and the Final
     Offering Circular, and except that guarantor financial statements are not
     provided as required under Rule 3-10 of Regulation S-X, the historical
     consolidated financial statements, together with related schedules and
     notes thereto, included in the Preliminary Offering Circular and the Final
     Offering Circular comply as to form in all material respects with the
     requirements applicable to financial statements required in registration
     statements on Form S-1 under the Securities Act and present fairly in all
     material respects the financial position and results of operations at the
     dates and for the periods indicated. All such financial statements have
     been prepared in accordance with generally accepted accounting principles
     in the United States applied on a consistent basis throughout the periods
     presented, except as disclosed therein. The pro forma consolidated
     financial statements and related notes thereto included in the Preliminary
     Offering Circular and the Final Offering Circular have been prepared on a
     basis consistent with that of the historical financial statements, except
     for the pro forma adjustments specified therein, and give effect to
     assumptions made on a reasonable basis and present fairly in all material
     respects the historical and proposed transactions described in the
     Preliminary Offering Circular and the Final Offering Circular, and such pro
     forma financial statements comply as to form in all material respects with
     the requirements applicable to pro forma financial statements included in
     registration statements on Form S-1 under the Securities Act, except as
     stated therein. The other financial and statistical information and data
     included in the Preliminary Offering Circular and the Final Offering
     Circular derived from the historical and pro forma consolidated financial
     statements are fairly presented in all material respects and prepared on a
     basis consistent with the historical consolidated financial statements
     included in the


                                      -14-



     Preliminary Offering Circular and the Final Offering Circular and the books
     and records as applicable.

               (hh) No Material Adverse Change in Business. Since the respective
     dates as of which information is given in the Preliminary Offering
     Circular, there has been no change, nor any development or event involving
     a prospective change, in the condition (financial or otherwise), results of
     operations, or business, properties of the Company, the Guarantors and
     their respective subsidiaries, taken as a whole, that is material and
     adverse, (ii) there has not been any material adverse change, nor any
     development that is reasonably likely to result in a material adverse
     change, in the capital stock or the long-term debt or net current assets,
     or material increase in the short-term debt, of the Company, the Guarantors
     or their respective subsidiaries from that set forth in the General
     Disclosure Package and the Final Offering Circular, (ii) no dividend or
     distribution of any kind has been declared, paid or made by the Company,
     the Guarantors or their subsidiaries on any class of its stock, and (iii)
     neither the Company, nor the Guarantors nor any of their respective
     subsidiaries has incurred any liabilities or obligations, direct or
     contingent, that are material, individually or in the aggregate, to the
     Company, the Guarantors or their respective subsidiaries taken as a whole,
     and that are required to be disclosed on a balance sheet or notes thereto
     in accordance with generally accepted accounting principles in the United
     States and are not disclosed on the latest balance sheet or notes thereto
     included in the Final Offering Circular, nor entered into any transaction
     not in the ordinary course of business. Since the date hereof and since the
     dates as of which information is given in the Final Offering Circular,
     there has not occurred any change, or any development that is reasonably
     likely to result in a Material Adverse Effect.

               (ii) Investment Company Act. Neither the Company, nor the
     Guarantors nor their respective subsidiaries is, or after giving effect to
     the Transactions and applying the net proceeds as described in the General
     Disclosure Package or the Final Offering Circular under the caption "Use of
     Proceeds" will be an "investment company" required to be registered under
     the Investment Company Act of 1940, as amended (the "INVESTMENT COMPANY
     ACT").

               (jj) Regulations T, U, X. None of the execution, delivery and
     performance of this Agreement, the issuance and sale of the Offered
     Securities, the application of the proceeds from the issuance and sale of
     the Offered Securities and the consummation of the transactions
     contemplated thereby as set forth in the Preliminary Offering Circular and
     the Final Offering Circular, will violate Regulations T, U or X promulgated
     by the Board of Governors of the Federal Reserve System or analogous
     foreign laws and regulations. Neither the Company nor the Guarantors nor
     any of their respective subsidiaries nor any agent thereof acting on their
     behalf has taken, and none of them will take, any action that might cause
     this Agreement or the issuance or sale of the Offered Securities to violate
     Regulation T, Regulation U or Regulation X of the Board of Governors of the
     Federal Reserve System.

               (kk) Accurate Disclosure. The statements in the General
     Disclosure Package and the Final Offering Circular under the heading
     "Certain United States Federal


                                      -15-



     Income Tax Considerations", "Description of Other Indebtedness and
     "Description of Notes" insofar as such statements summarize legal matters,
     agreements, documents or proceedings discussed therein, are accurate and
     fair summaries of such legal matters, agreements, documents or proceedings
     and present the information required to be shown in all material respects.

               (ll) Compliance with Securities Act Rule 144A. Each of the
     Preliminary Offering Circular and the Final Offering Circular, as of its
     date, and each amendment or supplement thereto, as of its date, contains
     the information specified in, and meets the requirements of, Rule
     144A(d)(4) under the Securities Act.

               (mm) Class of Securities Not Listed. When the Offered Securities
     are issued and delivered pursuant to this Agreement, no Offered Security
     will be of the same class (within the meaning of Rule 144A under the
     Securities Act) as securities of the Company that are listed on a national
     securities exchange registered under Section 6 of the Exchange Act or
     quoted in a United States automated interdealer quotation system.

               (nn) No Registration. The offer and sale of the Offered
     Securities and the Guarantees in the manner contemplated by this Agreement
     will be exempt from the registration requirements of the Securities Act by
     reason of Section 4(2) thereof and Regulation S thereunder assuming (A)
     that the purchasers who buy the Offered Securities in the Exempt Resales
     are Eligible Purchasers and (B) the accuracy of the Purchasers'
     representations contained herein, and prior to the effectiveness of any
     Registration Statement, it is not necessary to qualify an indenture in
     respect of the Offered Securities or the Guarantees under the Trust
     Indenture Act.

               (oo) No General Solicitation; No Directed Selling Efforts. None
     of the Company or the Guarantors or any of their affiliates, or any person
     acting on their behalf (it being understood that no representation or
     warranty is made regarding the Purchasers) (i) has, within the six month
     period prior to the date hereof, offered or sold in the United States or to
     a U.S. Person (as such terms are defined in Regulation S under the
     Securities Act ("REGULATION S")), the Offered Securities or any security of
     the same class or series as the Offered Securities or (ii) has offered or
     will offer or sell the Offered Securities (A) in the United States or to
     any U.S. Person by means of any form of general solicitation or general
     advertising within the meaning of Rule 502(c) under the Securities Act or
     (B) with respect to any such securities sold in reliance on Rule 903 of
     Regulation S under the Securities Act, by means of any directed selling
     efforts within the meaning of Rule 902(c) of Regulation S. The Company, the
     Guarantors and their respective affiliates and all persons acting on their
     behalf (other than the Purchasers, as to whom no representation or warranty
     is made) have complied with and will comply with the offering restrictions
     requirements of Regulation S in connection with the offering of the Offered
     Securities outside the United States (assuming that the purchasers who buy
     the Offered Securities in the Exempt Resales to Reg S Investors are Reg S
     Investors) and, in connection therewith, the Preliminary Offering Circular
     and the Final Offering Circular contain or will contain the disclosure
     required by Rule 902(g)(2) under the Securities Act. The Offered Securities
     offered and sold in reliance on Regulation S have been and will be offered
     and sold only in offshore transactions (assuming that the purchasers who
     buy the


                                      -16-



     Offered Securities in the Exempt Resales to Reg S Investors are Reg S
     Investors). The sale of the Offered Securities pursuant to Regulation S is
     not part of a plan or scheme to evade the registration provisions of the
     Securities Act.

               (pp) Distribution of Material. Neither the Company nor the Target
     has distributed or, prior to the later to occur of (i) the Closing Date and
     (ii) completion of the distribution of the Offered Securities, will
     distribute any material in connection with the offering and sale of the
     Offered Securities other than the Preliminary Offering Circular, the Final
     Offering Circular or other material, if any, not prohibited by the
     Securities Act and the Financial Services and Markets Act 2000 of the
     United Kingdom ("FSMA") (or regulations promulgated to the Securities Act
     or the FSMA) and approved by the Purchasers, such approval not to be
     unreasonably withheld or delayed.

               (qq) Reporting Status. The Target is subject to Section 13 of the
     Exchange Act.

          Each of the Company and the Guarantors acknowledge that the Purchasers
and, for purposes of the opinions to be delivered to the Purchasers pursuant to
Section 7 hereof, counsel for the Company and the Guarantors and counsel for the
Purchasers, will rely upon the accuracy and truth of the foregoing
representations and hereby consent to such reliance.

          3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements and covenants and subject to the
terms and conditions set forth herein, the Company and the Co-Issuers, jointly
and severally, agree to co-issue to the several Purchasers, and Clarke American
Checks, Inc. ("CACI") agrees to sell to the several Purchasers, and each of the
Purchasers agrees, severally and not jointly, to purchase from CACI (or the
Company or one or more of the Co-Issuers pursuant to the last paragraph of this
Section 3), at a purchase price of 97.375% of the principal amount thereof with
respect to the Fixed Rate Notes and 97.375% of the principal amount thereof with
respect to the Floating Rate Notes, in each case plus accrued interest from May
1, 2007 to the Closing Date (as hereinafter defined), the respective principal
amounts of Securities set forth opposite the names of the several Purchasers in
Schedule A hereto.

          CACI will deliver against payment of the purchase price the Offered
Securities to be offered and sold by the Purchasers in reliance on Regulation S
(the "REGULATION S SECURITIES") in the form of one or more permanent global
Securities in registered form without interest coupons (the "OFFERED REGULATION
S GLOBAL SECURITIES") which will be deposited with the Trustee as custodian for
The Depository Trust Company ("DTC") for the respective accounts of the DTC
participants for the operator of the Euroclear System ("EUROCLEAR"), and
Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and registered
in the name of Cede & Co., as nominee for DTC. CACI will deliver against payment
of the purchase price the Offered Securities to be purchased by each Purchaser
hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A
(the "144A SECURITIES") in the form of one permanent global security in
definitive form without interest coupons (the "RESTRICTED GLOBAL SECURITIES")
deposited with the Trustee as custodian for DTC and registered in the name of
Cede & Co., as nominee for DTC. The Regulation S Global Securities and the
Restricted Global Securities shall be assigned separate CUSIP numbers. The
Restricted Global Securities shall include the legend


                                      -17-



regarding restrictions on transfer set forth under "Transfer Restrictions" in
the Final Offering Circular. Until the termination of the distribution
compliance period (as defined in Regulation S) with respect to the offering of
the Offered Securities, interests in the Regulation S Global Securities may only
be held by the DTC participants for Euroclear and Clearstream, Luxembourg.
Interests in any permanent global Securities will be held only in book-entry
form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be,
except in the limited circumstances described in the Final Offering Circular.

          Payment for the Regulation S Securities and the 144A Securities shall
be made by the Purchasers in Federal (same day) funds by wire transfer to an
account specified by CACI at a bank acceptable to Credit Suisse at the office of
Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New
York, New York at 9:00 A.M. (New York City time), on May 1, 2007, or at such
other time not later than seven full business days thereafter as Credit Suisse
and CACI determine, such time being herein referred to as the "CLOSING DATE",
against delivery to the Trustee as custodian for DTC of (i) the Regulation S
Global Securities representing all of the Regulation S Securities for the
respective accounts of the DTC participants for Euroclear and Clearstream,
Luxembourg and (ii) the Restricted Global Securities representing all of the
Offered 144A Securities. The Regulation S Global Securities and the Restricted
Global Securities will be made available for checking at the above office Latham
& Watkins at least 24 hours prior to the Closing Date.

          To the extent that CACI fails to sell or deliver any Offered
Securities to the Purchasers and perform the other obligations as required under
this Agreement, each of the Company and the Co-Issuers agrees, jointly and
severally, to sell and deliver the Offered Securities to the Purchasers and
perform the other obligations of CACI in fulfillment of CACI's obligations under
this Agreement. The Company may make determinations, notifications and
deliveries under this Section 3 on behalf of CACI.

          4. Representations by Purchasers; Resale by Purchasers. Each of the
Purchasers, severally and not jointly, represents, warrants and covenants to the
Company and the Existing Guarantors as of the date hereof, and the to the New
Guarantors as of the Closing Date, that:

               (a) such Purchaser is an institutional "accredited investor" (as
     defined in Regulation D under the Securities Act) with such knowledge and
     experience in financial and business matters as are necessary in order to
     evaluate the merits and risks of an investment in the Offered Securities.

               (b) (i) in connection with the offering of the Offered
     Securities, it will solicit offers to buy the Offered Securities only from,
     and will offer to sell the Offered Securities (the "EXEMPT RESALES") only
     to persons whom the Purchasers reasonably believe to be "qualified
     institutional buyers" ("QIBS"), as defined in Rule 144A under the
     Securities Act and non-U.S. persons outside the United States in reliance
     upon Regulation S the Securities Act (each, a "REG S INVESTOR," and,
     collectively with the QIBs, the "ELIGIBLE PURCHASERS") and (ii) in the case
     of such Eligible Purchasers, such Offered Securities will not have been
     registered under the Securities Act and may be resold, pledged or otherwise
     transferred only (x)(I) to a person whom the seller


                                      -18-



     reasonably believes is a QIB purchasing for its own account or for the
     account of a QIB for which such person is acting as fiduciary or agent, in
     a transaction meeting the requirements of Rule 144A under the Securities
     Act, (II) in an offshore transaction (as defined in Rule 902 under the
     Securities Act) meeting the requirements of Rule 904 under the Securities
     Act, (III) in a transaction meeting the requirements of Rule 144 under the
     Securities Act, (IV) to an institutional accredited investor that, prior to
     such transfer, furnishes the Trustee a signed letter containing certain
     representations and agreements relating to the registration of transfer of
     such Offered Securities (the form of which can be obtained from the
     Trustee) and, if such transfer is in respect of an aggregate principal
     amount of Offered Securities in excess of $250,000, an opinion of counsel
     acceptable to the Company that such transfer is in compliance with the
     Securities Act or (V) in accordance with another exemption from the
     registration requirements of the Securities Act (and based upon an opinion
     of counsel if the Company so requests), (y) to the Company or any of its
     subsidiaries, (z) pursuant to 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 (iii) acknowledges that they will, and each subsequent
     holder is required to, notify any purchaser of the security evidenced
     thereby of the resale restrictions set forth in (ii) above.

               (c) such Purchaser is not acquiring the Offered Securities with a
     view to any distribution thereof that would violate the Securities Act or
     the securities laws of any state of the United States or any other
     applicable jurisdiction.

               (d) at or prior to confirmation of a sale of Offered Securities
     by it to any distributor, dealer or person receiving a selling concession,
     fee or other remuneration during the 40-day distribution compliance period
     referred to in Rule 903(b)(2) under the Securities Act, it will send to
     such distributor, dealer or person receiving a selling concession, fee or
     other remuneration a confirmation or notice to substantially the following
     effect:

          "THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
          BE OFFERED AND SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
          OR BENEFIT OF, U.S. PERSONS (I) AS PART OF YOUR DISTRIBUTION AT ANY
          TIME OR (II) OTHERWISE UNTIL 40 DAYS AFTER THE LATER OF THE
          COMMENCEMENT OF THE OFFERING OF THE SECURITIES AND THE CLOSING OF THE
          OFFERING, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S UNDER
          THE SECURITIES ACT (OR RULE 144A OR TO ACCREDITED INSTITUTIONS IN
          TRANSACTIONS THAT ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
          SECURITIES ACT), AND IN CONNECTION WITH ANY SUBSEQUENT SALE BY YOU OF
          THE INITIAL NOTES COVERED HEREBY IN RELIANCE ON REGULATION S DURING
          THE PERIOD REFERRED TO ABOVE TO ANY DISTRIBUTOR, DEALER OR


                                      -19-



          PERSON RECEIVING A SELLING CONCESSION, FEE OR OTHER REMUNERATION, YOU
          MUST DELIVER A NOTICE TO SUBSTANTIALLY THE FOREGOING EFFECT. TERMS
          USED ABOVE HAVE THE MEANINGS ASSIGNED TO THEM IN REGULATION S."

               (e) the Offered Securities offered and sold by such Purchaser
     pursuant hereto in reliance on Regulation S have been and will be offered
     and sold only in offshore transactions (assuming that the purchasers who
     buy the Offered Securities in the Exempt Resales to Reg S Investors are Reg
     S Investors).

               (f) such Purchaser and its affiliates or any person acting on its
     or their behalf has not engaged or will not engage in any directed selling
     efforts within the meaning of Regulation S with respect to the Offered
     Securities thereof.

               (g) the sale of Offered Securities offered and sold by such
     Purchaser pursuant hereto in reliance on Regulation S is not part of a plan
     or scheme to evade the registration provisions of the Securities Act.

               (h) such Purchaser has not distributed nor, prior to the later to
     occur of (i) the Closing Date and (ii) completion of the distribution of
     the Offered Securities, will distribute any material in connection with the
     offering and sale of the Offered Securities other than the General
     Disclosure Package, the Final Offering Circular or other material, if any,
     not prohibited by the Securities Act and the FSMA (or regulations
     promulgated to the Securities Act or the FSMA).

               (i) no form of general solicitation or general advertising
     (within the meaning of Regulation D under the Securities Act) has been or
     will be used by such Purchaser or any of its representatives in connection
     with the offer and sale of any of the Offered Securities, including, but
     not limited to, (i) any advertisement, articles, notices or other
     communications published in any newspaper, magazine or similar medium or
     broadcast over television or radio, (ii) or any seminar or meeting whose
     attendees have been invited by any general solicitation or general
     advertising. Each Purchaser severally agrees, with respect to resales made
     in reliance on Rule 144A of any of the Offered Securities, to deliver
     either with the confirmation of such resale or otherwise prior to
     settlement of such resale a notice to the effect that the resale of such
     Offered Securities has been made in reliance upon the exemption from the
     registration requirements of the Securities Act provided by Rule 144A.

               (j) in relation to each Member State of the European Economic
     Area which has implemented the Prospectus Directive (each, a "RELEVANT
     MEMBER STATE"), each of the Purchasers severally represents and agrees that
     with effect from and including the date on which the Prospectus Directive
     is implemented in that Relevant Member State (the "RELEVANT IMPLEMENTATION
     DATE") it has not made and will not make an offer of Offered Securities to
     the public in that Relevant Member State prior to the publication of a
     prospectus in relation to the Offered Securities which has been approved by
     the competent authority in that Relevant Member State or, where
     appropriate, approved in


                                      -20-



     another Relevant Member State and notified to the competent authority in
     that Relevant Member State, all in accordance with the Prospectus
     Directive, except that it may, with effect from and including the Relevant
     Implementation Date, make an offer of Offered Securities to the public in
     that Relevant Member State at any time:

               (i) to legal entities which are authorized or regulated to
          operate in the financial markets or, if not so authorized or
          regulated, whose corporate purpose is solely to invest in securities;

               (ii) to any legal entity which has two or more of (A) an average
          of at least 250 employees during the last financial year; (B) a total
          balance sheet of more than (euro)43,000,000 and (C) an annual net
          turnover of more than (euro)50,000,000, as shown in its last annual or
          consolidated accounts; or

               (iii) in any other circumstances which do not require the
          publication by the Company of a prospectus pursuant to Article 3 of
          the Prospectus Directive.

          For the purposes of this provision, the expression an "offer of
Offered Securities to the public" in relation to any Offered Securities in any
Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Offered Securities to
be offered so as to enable an investor to decide to purchase or subscribe the
Offered Securities, as the same may be varied in that Member State by any
measure implementing the Prospectus Directive in that Member State and the
expression "Prospectus Directive" means Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State.

               (iv) (A) it has only communicated or caused to be communicated
          and will only communicate or cause to be communicated an invitation or
          inducement to engage in investment activity (within the meaning of
          Section 21 of the FSMA) received by it in connection with the issue or
          sale of the Offered Securities in circumstances in which Section 21(1)
          of the FSMA does not apply to the Company or the Guarantors; and

                    (B) it has complied and will comply with all applicable
               provisions of the FSMA with respect to anything done by it in
               relation to the Offered Securities in, from or otherwise
               involving the United Kingdom.

          The Purchasers acknowledge that the Company and the Guarantors, for
purposes of the opinions to be delivered to the Purchasers pursuant to Section 7
hereof, counsel for the Company and the Guarantors and counsel for the
Purchasers will rely upon the accuracy and truth of the foregoing
representations and hereby consent to such reliance.

          5. Certain Agreements of the Company and each Guarantor. As of the
date hereof, the Company and the Existing Guarantors, and as of the Closing
Date, each New Guarantor, jointly and severally, covenants and agrees with the
Purchasers as follows:


                                      -21-



               (a) Amendments and Supplements to Offering Circulars. The Company
     and the Guarantors will promptly advise the Purchasers of any proposal to
     amend or supplement the Preliminary Offering Circular or Final Offering
     Circular and will not effect such amendment or supplementation at any time
     prior to the completion of the resale of the Offered Securities by the
     Purchasers (as determined by the Purchasers) without the Purchasers'
     consent. If, at any time prior to the completion of the resale of the
     Offered Securities by the Purchasers, there occurs an event or development
     as a result of which, in the reasonable judgment of the Company or the
     Purchasers or in the reasonable judgment of counsel for the Company or
     counsel for the Purchasers, any document included in the Preliminary
     Offering Circular or Final Offering Circular, the General Disclosure
     Package or any Supplemental Marketing Material, if republished immediately
     following such event or development, included or would include an untrue
     statement of a material fact or omitted or would omit to state any material
     fact necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading, or if it is
     necessary or advisable, in the reasonable judgment of the Company or the
     Purchasers or in the reasonable judgment of counsel for the Company or
     counsel for the Purchasers, to amend or supplement the Preliminary Offering
     Circular, the General Disclosure Package or the Final Offering Circular to
     comply with applicable law, the Company and the Guarantors promptly will
     notify the Purchasers of such event and use their commercially reasonable
     efforts to promptly prepare and furnish, at its own expense, to the
     Purchasers and the dealers and to any other dealers at the reasonable
     request of the Purchasers, an amendment or supplement which will correct
     such statement or omission, or reasonably assure that correct the
     Preliminary Offering Circular, the General Disclosure Package or the Final
     Offering Circular will comply with applicable law. Neither the Purchasers'
     consent to, nor the Purchasers' delivery to offerees or investors of, any
     such amendment or supplement shall constitute a waiver of any of the
     conditions set forth in Section 7.

               (b) Furnishing of Offering Circulars. The Company and the
     Guarantors will furnish the Purchasers and those persons identified by the
     Purchasers to the Company, without charge, as many copies of the
     Preliminary Offering Circular, each other document comprising a part of the
     General Disclosure Package, the Final Offering Circular, any amendments and
     supplements to such documents and each item of Supplemental Marketing
     Material, in each case as soon as available and in such quantities as the
     Purchasers may reasonably request. At any time when the Company is not
     subject to Section 13 or 15(d), the Company and the Guarantors will
     promptly furnish or cause to be furnished to the Purchasers and, upon
     request of holders and prospective purchasers of the Offered Securities, to
     such holders and purchasers, copies of the information required to be
     delivered to holders and prospective purchasers of the Offered Securities
     pursuant to Rule 144A(d)(4) (or any successor provision thereto) in order
     to permit compliance with Rule 144A in connection with resales by such
     holders of the Offered Securities. The Company will pay the reasonable
     expenses of printing and distributing to the Purchasers all such documents.
     The Company and the Guarantors consent to the use of the Preliminary
     Offering Circular, the General Disclosure Package and the Final Offering
     Circular, and any amendments and supplements thereto required pursuant
     hereto, by the Purchasers in connection with Exempt Resales.


                                      -22-



               (c) Blue Sky Qualifications. The Company and the Guarantors will
     use commercially reasonable efforts to cooperate with the Purchasers and
     counsel for the Purchasers in connection with the qualification or
     registration of the Offered Securities under the securities or Blue Sky
     laws of such jurisdictions as the Purchasers may reasonably request and to
     continue such qualification in effect so long as required for the Exempt
     Resales; provided, however, that neither the Company nor the Guarantors
     shall be required in connection therewith to register or qualify as a
     foreign corporation where it is not now so qualified or to take any action
     that would subject it to service of process in suits or taxation, in any
     jurisdiction where it is not now so subject.

               (d) Reporting Requirements. During a period of three years
     following the Closing Date, for so long as any Offered Securities remain
     outstanding, if not otherwise available on the Commission's Electronic Data
     Gathering, Analysis and Retrieval system ("EDGAR"), the Company will
     furnish to the Purchasers (i) all publicly available reports or other
     information that the Company or the Guarantors mail or otherwise make
     available to their stockholders, (ii) all reports, financial statements and
     proxy or information statements filed by the Company with the Commission or
     any national securities exchange and (iii) from time to time, such other
     information concerning the Company and the Guarantors as the Purchasers may
     reasonably request.

               (e) Transfer Restrictions. During the period of two years after
     the Closing Date, the Company will, upon request, furnish to the Purchasers
     and any holder of Offered Securities a copy of the restrictions on transfer
     applicable to the Offered Securities.

               (f) Resales by Affiliates. During the period of two years after
     the Closing Date, unless permitted under Rule 144, the Company will not,
     and will not permit any of its affiliates (as defined in Rule 144) to,
     resell any of the Offered Securities that have been reacquired by any of
     them, except in a tender offer by the Company the result of which is the
     cancellation of the Offered Securities so tendered.

               (g) Investment Company. During the period of two years after the
     Closing Date, neither the Company nor any Guarantor will be or become, an
     open-end investment company, unit investment trust or face-amount
     certificate company that is or is required to be registered under Section 8
     of the Investment Company Act.

               (h) Payment of Expenses. The Company and the Guarantors will pay
     all reasonable costs, expenses, fees and taxes incidental to the
     performance of their respective obligations under this Agreement, the
     Indenture and the Registration Rights Agreement, including but not limited
     to (i) the reasonable fees and expenses of the Trustee and its professional
     advisers; (ii) the reasonable expenses in connection with the execution,
     issue, authentication, packaging and initial delivery of the Offered
     Securities and, as applicable, the Exchange Securities (as defined in the
     Registration Rights Agreement), the preparation and printing of this
     Agreement, the Registration Rights Agreement, the Offered Securities, the
     Indenture, the Preliminary Offering Circular, any other documents
     comprising any part of the General Disclosure Package, the Final Offering
     Circular, all amendments and supplements thereto, each item of Supplemental


                                      -23-



     Marketing Material and any other document relating to the issuance, offer,
     sale and delivery of the Offered Securities and as applicable, the Exchange
     Securities; (iii) the cost of qualifying the Offered Securities for trading
     in The PortalSM Market ("PORTAL") and any expenses incidental thereto; (iv)
     the cost of any advertising approved by the Company in connection with the
     issue of the Offered Securities; (v) any expenses (including reasonable
     fees and disbursements of counsel to the Purchasers) incurred in connection
     with qualification of the Offered Securities or the Exchange Securities for
     sale under the laws of such jurisdictions in the United States and Canada
     as the Purchasers designate and the preparation and printing of memoranda
     relating thereto; (vi) any fees charged by investment rating agencies for
     the rating of the Securities or the Exchange Securities, and (vii) expenses
     incurred in distributing the Preliminary Offering Circular, any other
     documents comprising any part of the General Disclosure Package, the Final
     Offering Circular (including any amendments and supplements thereto) and
     any Supplemental Marketing Material to the Purchasers. The Company and the
     Guarantors, on the one hand, and the Purchasers on the other hand, will pay
     their own respective costs and expenses relating to investor presentations
     on any "road show" in connection with the offering and sale of the Offered
     Securities; provided that the cost of any aircraft chartered by Credit
     Suisse for such purpose will be borne 50% by the Company and the Guarantors
     and 50% by the Purchasers.

               (i) Use of Proceeds. The Company will use the net proceeds from
     the sale of the Offered Securities substantially in the manner described in
     the Final Offering Circular and General Disclosure Package under the
     caption "Use of Proceeds" and, except as disclosed in the General
     Disclosure Package and the Final Offering Circular, the Company does not
     intend to use any of the proceeds from the sale of the Offered Securities
     hereunder to repay any outstanding debt owed to any affiliate of any
     Purchaser.

               (j) Absence of Manipulation. Until Credit Suisse shall have
     notified the Company and the other Purchasers of the completion of the
     resale of the Offered Securities, such notification not to be unreasonably
     delayed, neither the Company, the Guarantors nor any of their affiliates
     will take, directly or indirectly, any action designed to, or that might
     reasonably be expected to, cause or result in stabilization or manipulation
     of the price of any security of the Company to facilitate the sale or
     resale of the Offered Securities Except as permitted in writing by the
     Purchasers, none of the Company nor any Guarantor will distribute any (i)
     preliminary offering circular, including, without limitation, the
     Preliminary Offering Circular, (ii) offering circular, including, without
     limitation, the Final Offering Circular, or (iii) other offering material
     in connection with the offering and sale of the Offered Securities.

               (k) Conditions Precedent. The Company and each Guarantor will use
     commercially reasonable efforts to do and perform all things required or
     necessary to be done and performed under this Agreement prior to or after
     the Closing Date and to satisfy all conditions precedent on its part to the
     delivery of the Offered Securities.

               (l) Tender Offer. In connection with the Tender Offer, subject to
     the satisfaction of the conditions precedent thereto (other than the
     issuance of the Offered


                                      -24-



     Securities), the Company shall accept for payment all Existing Senior Notes
     validly tendered and not withdrawn prior to the expiration of the Tender
     Offer.

          The Purchasers may, in their sole discretion, waive in writing the
performance by the Company or the Guarantors of any one or more of the foregoing
covenants or extend the time for their performance.

          6. Free Writing Communications. (a) Issuer Free Writing
     Communications. The Company and each Guarantor each represent and agree
     that, unless it obtains the prior consent of Credit Suisse, and each
     Purchaser represents and agrees that, unless it obtains the prior consent
     of the Company and Credit Suisse, it has not made and will not make any
     offer relating to the Offered Securities that would constitute an Issuer
     Free Writing Communication.

               (b) Term Sheets. The Company consents to the use by any Purchaser
     of a Free Writing Communication that (i) contains only (A) information
     describing the preliminary terms of the Offered Securities or their
     offering or (B) information that describes the final terms of the Offered
     Securities or their offering and that is included in or is subsequently
     included in the Final Offering Circular, including by means of a pricing
     term sheet in the form of Schedule B hereto, or (ii) does not contain any
     material information about the Company or any Guarantor or their securities
     that was provided by or on behalf of the Company or any Guarantor, it being
     understood and agreed that the Company and each Guarantor shall not be
     responsible to any Purchaser for liability arising from any inaccuracy in
     such Free Writing Communications referred to in clause (i) or (ii) as
     compared with the information in the Preliminary Offering Circular, the
     Final Offering Circular or the General Disclosure Package.

          7. Conditions of the Obligations of the Purchasers. The obligations of
the several Purchasers to purchase and pay for the Offered Securities, as
provided herein, shall be subject to the satisfaction of the following
conditions:

               (a) Representations and Warranties. All of the representations
     and warranties of the Company and the Guarantors contained in this
     Agreement shall be true and correct on the date hereof and on the Closing
     Date, as applicable, with the same force and effect as if made on and as of
     the date hereof and the Closing Date, as applicable; provided, that, on the
     Closing Date, the representations and warranties with respect to the New
     Guarantors that are qualified as to best knowledge shall no longer be so
     qualified. The Company and the Guarantors shall have performed or complied
     in all material respects with all of the agreements contained herein and
     required to be performed or complied with by it on or prior to the Closing
     Date.

               (b) Final Offering Circular. The Final Offering Circular shall
     have been printed and copies distributed to the Purchasers not later than
     10:00 a.m., New York City time, on the day that is two business days
     following the date of this Agreement or at such later date and time as to
     which the Purchasers may agree.


                                      -25-



               (c) Stop Orders. No stop order suspending the qualification or
     exemption from qualification of the Offered Securities in any jurisdiction
     referred to in Section 2(c) shall have been issued and no proceeding for
     that purpose shall have been commenced or shall be pending or threatened.

               (d) Litigation; Conflicting Law. No action shall have been taken
     and no statute, rule, regulation or order shall have been enacted, adopted
     or issued by any governmental agency that would, as of the Closing Date,
     prevent the issuance of either series of the Offered Securities or the
     Guarantees; no action, suit, investigation or proceeding shall have been
     commenced and be pending against or affecting or, to the knowledge of the
     Company, threatened against, the Company, the Guarantors or any of their
     respective subsidiaries, before any court or arbitrator or any governmental
     body, agency or authority or administrative agency that, if adversely
     determined, would reasonably be expected to result in a Material Adverse
     Effect; and no stop order shall have been issued preventing the use of the
     Preliminary Offering Circular, the General Disclosure Package, any Free
     Writing Communication, the Final Offering Circular or any amendment or
     supplement thereto, or that would reasonably be expected to have a Material
     Adverse Effect.

               (e) No Material Adverse Change. Since the respective dates as of
     which information is given in the General Disclosure Package, (i) there
     shall not have occurred any change, or any development or event involving a
     prospective change, in the condition (financial or otherwise), results of
     operations, business or properties of the Company, the Guarantors and their
     respective subsidiaries taken as a whole which, in the judgment of the
     Purchasers, is material and adverse and makes it impractical or inadvisable
     to market the Offered Securities, (ii) there shall not have been any
     material adverse change, or any development that is reasonably likely to
     result in a material adverse change, in the capital stock or the long-term
     debt of the Company, or material increase in the short-term debt of the
     Company, or any downgrading in the rating of any debt securities of the
     Company by any "nationally recognized statistical rating organization" (as
     defined for purposes of Rule 436(g)), or any public announcement that any
     such organization has under surveillance or review its rating of any debt
     securities of the Company (other than an announcement with positive
     implications of a possible upgrading, and no implication of a possible
     downgrading, of such rating), or any announcement of placement on negative
     outlook, of the Company from that set forth in the General Disclosure
     Package and the Final Offering Circular, (iii) no dividend or distribution
     of any kind shall have been declared, paid or made by the Company, the
     Target or any of their respective subsidiaries on any class of their
     respective capital stock or membership interests, other than as provided
     under the Acquisition Agreement, (iv) no change in U.S. or international
     financial, political or economic conditions or currency exchange rates or
     exchange controls the effect of which is such as to make it, in the
     judgment of the Purchasers, impractical to market or to enforce contracts
     for the sale of the Offered Securities, whether in the primary market or in
     respect of dealings in the secondary market, (v) there shall not have
     occurred any suspension or material limitation of trading in securities
     generally on the New York Stock Exchange, or any setting of minimum or
     maximum prices for trading on such exchange nor any suspension of trading
     of any securities of the Company or any Guarantor on any exchange or in the
     over-the-


                                      -26-



     counter market, nor any banking moratorium declared by any U.S. federal or
     New York authorities; (vi) there shall not have occurred any major
     disruption of settlements of securities, payment, or clearance services in
     the United States or any other country where such securities are listed,
     (vii) there shall not have occurred any attack on, outbreak or escalation
     of hostilities or act of terrorism involving the United States, any
     declaration of war by Congress or any other national or international
     calamity or emergency if, in the judgment of the Purchasers, the effect of
     any such attack, outbreak, escalation, act, declaration, calamity or
     emergency is such as to make it in the judgment of the Purchasers
     impractical or inadvisable to market the Offered Securities or to enforce
     contracts for the sale of the Offered Securities and (viii) neither the
     Company, the Guarantors nor any of their respective subsidiaries, shall
     have incurred any liabilities or obligations, direct or contingent, that
     are material, individually or in the aggregate, to the Company and its
     subsidiaries taken as a whole, and that are required to be disclosed on a
     balance sheet or notes thereto in accordance with generally accepted
     accounting principles in the United States and are not disclosed on the
     latest balance sheet or notes thereto included in the General Disclosure
     Package and Final Offering Circular, nor entered into any transaction not
     in the ordinary course of business, in each case, other than as provided
     under the Operative Documents and as disclosed in the General Disclosure
     Package and the Final Offering Circular. Since the date hereof and since
     the dates as of which information is given in the Preliminary Offering
     Circular, there has not occurred any Material Adverse Effect, or any
     development that is reasonably likely to result in a Material Adverse
     Effect.

               (f) Officers' Certificate. The Purchasers shall have received
     certificates, dated the Closing Date, signed on behalf of the Company and
     each Guarantor, by an executive officer and a principal financial or
     accounting officer thereof, in form and substance reasonably satisfactory
     to the Purchasers and counsel for the Purchasers, confirming, as of the
     Closing Date, the matters set forth in paragraphs (a), (c), (d) and (e) of
     this Section 7 and that, as of the Closing Date, the obligations of the
     Company and each Guarantor to be performed hereunder on or prior thereto
     have been duly performed in all material respects.

               (g) Opinion of Counsel for Company. The Purchasers shall have
     received on the Closing Date an opinion and negative assurance letter, each
     dated the Closing Date and each in form and substance reasonably
     satisfactory to the Purchasers and counsel for the Purchasers, of Paul,
     Weiss, Rifkind, Wharton & Garrison, LLP counsel for the Company,
     substantially to the effect set forth in Exhibit A and Exhibit B hereto.

               (h) Opinion of Local Counsel. The Purchasers shall have received
     on the Closing Date an opinion, dated the Closing Date, in form and
     substance reasonably satisfactory to the Purchasers and counsel for the
     Purchasers, of (i) Troutman Sanders LLP, Georgia counsel for the Company,
     and (ii) Schwabe, Williamson & Wyatt, P.C., Oregon counsel for the Company,
     substantially to the effect set forth in Exhibit C1 and Exhibit C2 hereto.


                                      -27-



               (i) Opinion of General Counsel for Company. The Purchasers shall
     have received on the Closing Date an opinion, dated the Closing Date, in
     form and substance reasonably satisfactory to the Purchasers and counsel
     for the Purchasers, of the General Counsel of the Company, substantially to
     the effect set forth in Exhibit D hereto.

               (j) Accountants' Comfort Letter for Company. At the time this
     Agreement is executed and at the Closing Date, the Purchasers shall have
     received from Ernst & Young LLP, independent auditors with respect to the
     Company and the Existing Guarantors, dated as of the date of this Agreement
     and as of the Closing Date, customary comfort letters addressed to the
     Purchasers and in form and substance reasonably satisfactory to the
     Purchasers and counsel for the Purchasers with respect to the financial
     statements and certain financial information contained in the Preliminary
     Offering Circular and the Final Offering Circular.

               (k) Accountants' Comfort Letter for Target. At the time this
     Agreement is executed and at the Closing Date, the Purchasers shall have
     received from Deloitte & Touche LLP, independent auditors with respect to
     the New Guarantors, dated as of the date of this Agreement and as of the
     Closing Date, customary comfort letters addressed to the Purchasers and in
     form and substance reasonably satisfactory to the Purchasers and counsel
     for the Purchasers with respect to the financial statements and certain
     financial information contained in the Preliminary Offering Circular and
     the Final Offering Circular.

               (l) Opinion of Counsel for Purchasers. The Purchasers shall have
     received, on the Closing Date, an opinion, dated the Closing Date, in form
     and substance reasonably satisfactory to the Purchasers, of Latham &
     Watkins LLP, counsel for the Purchasers, covering such matters as are
     customarily covered in such opinions.

               (m) Indenture. The Company, the Guarantors and the Trustee shall
     have entered into the Indenture, and the Purchasers shall have received
     counterparts, conformed as executed, thereof.

               (n) Registration Rights Agreement. The Company, the Guarantors
     and the Purchasers shall have entered into the Registration Rights
     Agreement and the Purchasers shall have received counterparts, conformed as
     executed, thereof.

               (o) Counterpart Signature Page. The Purchasers shall have
     received the counterpart signature page of this Agreement that shall have
     been executed and delivered by duly authorized officers of the New
     Guarantors.

               (p) New Senior Credit Facility. The New Senior Credit Facility
     shall continue to be in effect, substantially as described in the
     Preliminary Offering Circular and the Final Offering Circular, providing
     borrowings in an amount sufficient, together with the proceeds from the
     sale of the Offered Securities, to consummate the Acquisition.

               (q) Consummation of the Acquisition. The Acquisition, in
     accordance with the terms of the Acquisition Agreement, shall have been
     consummated prior to, or


                                      -28-



     simultaneously with, the purchase of and payment for the Offered Securities
     as provided in this Agreement.

               (r) Completion of the Tender Offer. A majority of the outstanding
     Existing Senior Notes shall have been validly tendered and not withdrawn
     pursuant to the Tender Offer and accepted for payment by the Company, and a
     supplemental indenture by and among the Company, the guarantors of the
     Existing Senior Notes and the trustee under the indenture under which the
     Existing Senior Notes were issued shall have been executed and delivered
     pursuant to the Tender Offer.

               (s) PORTAL. The Initial Notes shall have been approved for
     trading on PORTAL.

          The Company and the Guarantors will furnish the Purchasers with such
conformed copies of such opinions, certificates, letters and documents as the
Purchasers reasonably request.

          8. Indemnification and Contribution.

               (a) Indemnification of Purchasers. The Company, the Existing
     Co-Issuers, the Existing Guarantors and, upon execution by the New
     Co-Issuers and the New Guarantors of the counterpart signature page of this
     Agreement, the New Co-Issuers and the New Guarantors (as of the Closing
     Date) will, jointly and severally, indemnify and hold harmless each
     Purchaser, its officers, employees, agents, partners, members, directors
     and its affiliates and each person, if any, who controls such Purchaser
     within the meaning of Section 15 of the Securities Act or Section 20 of the
     Exchange Act (each, an "INDEMNIFIED PARTY"), against any and all losses,
     claims, damages or liabilities, joint or several, to which such Indemnified
     Party may become subject, under the Securities Act, the Exchange Act, other
     Federal or state statutory law or regulation or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon any untrue statement or alleged untrue
     statement of any material fact contained in the Preliminary Offering
     Circular or the Final Offering Circular, in each case as amended or
     supplemented, or any Issuer Free Writing Communication (including without
     limitation any Supplemental Marketing Material), the General Disclosure
     Package or the Exchange Act Reports (with respect to the portions of such
     Exchange Act Reports that are incorporated by reference into the
     Preliminary Offering Circular or the Final Offering Circular or any
     Supplemental Marketing Material), or arise out of or are based upon the
     omission or alleged omission of a material fact required to be stated
     therein or necessary in order to make the statements therein, in the light
     of the circumstances under which they were made, not misleading and will
     reimburse each Indemnified Party for any reasonable and documented legal or
     other expenses reasonably incurred by such Indemnified Party in connection
     with investigating, preparing or defending against any loss, claim, damage,
     liability, action, litigation, investigation or proceeding whatsoever
     (whether or not such Indemnified Party is a party thereto) whether
     threatened or commenced and in connection with the enforcement of this
     provision with respect to any of the above as such expenses are incurred;
     provided, however, that the Company and the Guarantors will not be liable
     in any such case to the extent that any


                                      -29-



     such loss, claim, damage or liability arises out of or is based upon an
     untrue statement or alleged untrue statement in or omission or alleged
     omission from any of such documents in reliance upon and in conformity with
     written information furnished to the Company by any Purchaser through
     Credit Suisse specifically for use therein, it being understood and agreed
     that the only such information consists of the information described as
     such in subsection (b) below.

               (b) Indemnification of Company. Each Purchaser will severally and
     not jointly indemnify and hold harmless each of the Company, the Existing
     Co-Issuers, the Existing Guarantors and, upon execution by the New
     Co-Issuers and the New Guarantors of the counterpart signature page of this
     Agreement, the New Guarantors (as of the Closing Date), each of their
     respective directors and each of their respective officers and the
     Guarantors and each person, if any, who controls the Company or such
     Guarantor within the meaning of Section 15 of the Securities Act or Section
     20 of the Exchange Act (each, a "PURCHASER INDEMNIFIED PARTY"), against any
     losses, claims, damages or liabilities to which such Purchaser Indemnified
     Party may become subject, under the Securities Act, the Exchange Act, other
     Federal or state statutory law or regulation or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon any untrue statement or alleged untrue
     statement of any material fact contained in the Preliminary Offering
     Circular or the Final Offering Circular, in each case as amended or
     supplemented, any Issuer Free Writing Communication (including without
     limitation any Supplemental Marketing Material) or the General Disclosure
     Package or arise out of or are based upon the omission or the alleged
     omission of a material fact required to be stated therein or necessary in
     order to make the statements therein, 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 such untrue statement or alleged untrue statement
     or omission or alleged omission was made in reliance upon and in conformity
     with written information furnished to the Company by such Purchaser through
     the Purchasers specifically for use therein, and will reimburse any
     reasonable and documented legal or other expenses reasonably incurred by
     such Purchaser Indemnified Party in connection with investigating,
     preparing or defending against any such loss, claim, damage, liability,
     action, litigation, investigation or proceeding whatsoever (whether or not
     such Purchaser Indemnified Party is a party thereto) whether threatened or
     commenced based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission as such expenses are incurred, it
     being understood and agreed that the only such information furnished by any
     Purchaser consists of the following information in the Preliminary and
     Final Offering Circular furnished on behalf of each Purchaser: under the
     caption "Plan of Distribution" paragraphs six and seven and the second
     sentence of paragraph 10, provided, however, that the Purchasers shall not
     be liable for any losses, claims, damages or liabilities arising out of or
     based upon the Company's or any Guarantor's failure to perform its
     obligations under Section 5(a) of this Agreement.

               (c) Actions against Parties; Notification. Promptly after receipt
     by an indemnified party under this Section of notice of the commencement of
     any action, such indemnified party will, if a claim in respect thereof is
     to be made against the indemnifying party under subsection (a) or (b)
     above, notify the indemnifying party of


                                      -30-



     the commencement thereof; but the failure to notify the indemnifying party
     shall not relieve it from any liability that it may have under subsection
     (a) or (b) above except to the extent that it has been materially
     prejudiced by such failure; and provided further that the failure to notify
     the indemnifying party shall not relieve it from any liability that it may
     have to an indemnified party otherwise than under subsection (a) or (b)
     above. In case any such action is brought against any indemnified party and
     it notifies the indemnifying party of the commencement thereof, the
     indemnifying party will be entitled to participate therein and, to the
     extent that it may wish, jointly with any other indemnifying party
     similarly notified, to assume the defense thereof, with counsel reasonably
     satisfactory to such indemnified party, and after notice from the
     indemnifying party to such indemnified party of its election so to assume
     the defense thereof, the indemnifying party will not be liable to such
     indemnified party under this Section for any legal or other expenses
     subsequently incurred by such indemnified party in connection with the
     defense thereof other than reasonable costs of investigation. No
     indemnifying party shall, without the prior written consent of the
     indemnified party, effect any settlement of any pending or threatened
     action 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 (i) an unconditional release of such
     indemnified party from all liability on any claims that are the subject
     matter of such action and (ii) does not include a statement as to or an
     admission of fault, culpability or failure to act by or on behalf of any
     indemnified party. If at any time an indemnified party shall have requested
     an indemnifying party to reimburse the indemnified party for fees and
     expenses of counsel in accordance with the provisions hereof, such
     indemnifying party shall be liable for any settlement of the nature
     contemplated by Section 8(a) effected without its written consent only if
     (i) such settlement is entered into in good faith by the indemnified party
     more than 45 days after receipt by such indemnifying party of the aforesaid
     request, (ii) such indemnifying party shall have received notice of the
     terms of such settlement at least 30 days prior to such settlement being
     entered into and (iii) such indemnifying party shall not have reimbursed
     such indemnified party in accordance with such request prior to the date of
     such settlement.

               (d) Contribution. If the indemnification provided for in this
     Section is unavailable or insufficient to hold harmless an indemnified
     party under subsection (a) or (b) above, then each indemnifying party shall
     contribute to the amount paid or payable by such indemnified party as a
     result of the losses, claims, damages or liabilities referred to in
     subsection (a) or (b) above (i) in such proportion as is appropriate to
     reflect the relative benefits received by the Company and the Guarantors on
     the one hand and the Purchasers on the other from the offering of the Fixed
     Rate Notes or the Floating Rate Notes, as applicable, or (ii) if the
     allocation provided by clause (i) above 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 the
     Company and the Guarantors on the one hand and the Purchasers on the other
     in connection with the statements or omissions which resulted in such
     losses, claims, damages or liabilities as well as any other relevant
     equitable considerations. The relative benefits received by the Company and
     the Guarantors on the one hand and the Purchasers on the other shall be
     deemed to be in the same proportion as the total net proceeds from the
     offering of the Fixed Rate Notes or the Floating Rate Notes, as applicable,
     (before deducting expenses)


                                      -31-



     received by the Company bear to the total discounts and commissions with
     respect to the Fixed Rate Notes or the Floating Rate Notes, as applicable,
     received by the Purchasers from the Company under this Agreement. The
     relative fault 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 Company and the Guarantors or the Purchasers
     and the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such untrue statement or omission. The
     amount paid by an indemnified party as a result of the losses, claims,
     damages or liabilities referred to in the first sentence of this subsection
     (d) shall be deemed to include any legal or other expenses reasonably
     incurred by such indemnified party in connection with investigating or
     defending any action or claim which is the subject of this subsection (d).
     Notwithstanding the provisions of this subsection (d), no Purchaser shall
     be required to contribute any amount in excess of the amount by which the
     total price at which the Fixed Rate Notes or the Floating Rate Notes, as
     applicable, purchased by it were resold exceeds the amount of any damages
     which such Purchaser has otherwise been required to pay by reason of such
     untrue or alleged untrue statement or omission or alleged omission. The
     Purchasers' obligations in this subsection (d) to contribute are several in
     proportion to their respective purchase obligations and not joint. The
     Company, the Guarantors and the Purchasers agree that it would not be just
     and equitable if contribution pursuant to this Section 8(d) were determined
     by pro rata allocation (even if the Purchasers were treated as one entity
     for such purpose) or by any other method of allocation which does not take
     account of the equitable considerations referred to in this Section 8(d).

          9. Default of Purchasers. If any Purchaser or Purchasers default in
their obligations to purchase Fixed Rate Notes or Floating Rate Notes hereunder
and the aggregate principal amount of the Fixed Rate Notes or the Floating Rate
Notes, as applicable, that such defaulting Purchaser or Purchasers agreed but
failed to purchase does not exceed 10% of the total principal amount of the
Fixed Rate Notes or the Floating Rate Notes, as applicable, Credit Suisse may
make arrangements satisfactory to the Company for the purchase of such Fixed
Rate Notes or Floating Rate Notes by other persons, including any of the
Purchasers, but if no such arrangements are made by the Closing Date, the
non-defaulting Purchasers shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Fixed Rate Notes or Floating
Rate Notes that such defaulting Purchasers agreed but failed to purchase. If any
Purchaser or Purchasers so default and the aggregate principal amount of the
Fixed Rate Notes or the Floating Rate Notes with respect to which such default
or defaults occur exceeds 10% of the total principal amount of the Fixed Rate
Notes or the Floating Rate Notes and arrangements satisfactory to Credit Suisse
and the Company for the purchase of such Fixed Rate Notes or Floating Rate Notes
by other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Purchaser or
the Company, except as provided in Section 10. As used in this Agreement, the
term "Purchaser" includes any person substituted for a Purchaser under this
Section. Nothing herein will relieve a defaulting Purchaser from liability for
its default.

          10. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company, the Guarantors or their respective officers and of
the several Purchasers set forth in or made pursuant


                                      -32-



to this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of
any Purchaser, the Company, the Guarantors or any of their respective
purchasers, officers or directors or any controlling person, and will survive
delivery of and payment for the Offered Securities. If for any reason the
purchase of any series of the Offered Securities by the Purchasers is not
consummated, the Company and the Guarantors shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company, the Guarantors and the Purchasers pursuant to
Section 8 shall remain in effect. If the purchase of the Offered Securities by
the Purchasers is not consummated for any reason other than solely because of
the termination of this Agreement pursuant to Section 9 or the occurrence of any
event specified in clause (iv), (v) (other than a halt in trading of any
securities of the Company) or (viii) of Section 7(e), the Company and the
Guarantors will reimburse the Purchasers for all reasonable and documented
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities.

          11. Notices. All communications hereunder will be in writing and, if
sent to the Purchasers will be mailed, delivered or telegraphed and confirmed to
the Purchasers c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue,
New York, N.Y. 10010-3629, Attention: LCD-IBD, with a copy to Latham & Watkins
LLP, 885 Third Avenue, New York, New York 10022, Attention: Peter Labonski, or,
if sent to the Company or the Guarantors, will be mailed, delivered or
telegraphed and confirmed to it at Clarke American Corp., 10931 Laureate Drive,
San Antonio, Texas 78249, Attention: Chief Financial Officer; with a copy to
Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New
York, New York 10019, Attention: Lawrence G. Wee, provided, however, that any
notice to a Purchaser pursuant to Section 8 will be mailed, delivered or
telegraphed and confirmed to such Purchaser.

          12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 8, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit contained in Section
5(b) hereof against the Company as if such holders were parties thereto.

          13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

          14. Absence of Fiduciary Relationship. The Company and the Guarantors
acknowledge and agree that:

               (a) No Other Relationship. The Purchasers have been retained
     solely to act as initial purchasers in connection with the initial
     purchase, offering and resale of the Offered Securities and that no
     fiduciary, advisory or agency relationship between the Company or the
     Guarantors and the Purchasers has been created in respect of any of the
     transactions contemplated by this Agreement or the Preliminary Offering
     Circular or Final Offering Circular, irrespective of whether the Purchasers
     have advised or is advising the Company or the Guarantors on other matters;


                                      -33-



               (b) Arm's-Length Negotiations. The purchase price of the Offered
     Securities set forth in this Agreement was established by the Company and
     the Guarantors following discussions and arms-length negotiations with the
     Purchasers and the Company and the Guarantors are capable of evaluating and
     understanding and understand and accept the terms, risks and conditions of
     the transactions contemplated by this Agreement;

               (c) Absence of Obligation to Disclose. The Company has been and
     the Guarantors have been advised that the Purchasers and their affiliates
     are engaged in a broad range of transactions which may involve interests
     that differ from those of the Company or the Guarantors and that the
     Purchasers have no obligation to disclose such interests and transactions
     to Company or the Guarantors by virtue of any fiduciary, advisory or agency
     relationship; and

               (d) Waiver. The Company and the Guarantors waive, to the fullest
     extent permitted by law, any claims it may have against the Purchasers for
     breach of fiduciary duty or alleged breach of fiduciary duty and agree that
     the Representative shall have no liability (whether direct or indirect) to
     the Company or the Guarantors in respect of such a fiduciary duty claim or
     to any person asserting a fiduciary duty claim on behalf of or in right of
     the Company, including stockholders, employees or creditors of the Company
     or the Guarantors.

          15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          The Company and the Guarantors hereby submit to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby. The Company and the
Guarantors irrevocably and unconditionally waive any objection to the laying of
venue of any suit or proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby in Federal and state courts in the Borough
of Manhattan in The City of New York and irrevocably and unconditionally waive
and agree not to plead or claim in any such court that any such suit or
proceeding in any such court has been brought in an inconvenient forum.


                                      -34-



If the foregoing is in accordance with the Purchasers' understanding of our
agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement between the Company, the Existing
Guarantors and the several Purchasers in accordance with its terms.


                                      -35-



                                          Very truly yours,

                                          CLARKE AMERICAN CORP.


                                          By: /s/ Judy C. Norris
                                              ---------------------------------
                                              Name:  Judy C. Norris
                                              Title: SVP, Secretary and
                                                     General Counsel


                                          B2DIRECT, INC.


                                          By: /s/ Judy C. Norris
                                              ---------------------------------
                                              Name:  Judy C. Norris
                                              Title: SVP, Secretary and
                                                     General Counsel


                                          CHECKS IN THE MAIL, INC.


                                          By: /s/ Judy C. Norris
                                              ---------------------------------
                                              Name:  Judy C. Norris
                                              Title: SVP, Secretary and
                                                     General Counsel


                                          CLARKE AMERICAN CHECKS, INC.


                                          By: /s/ Judy C. Norris
                                              ---------------------------------
                                              Name:  Judy C. Norris
                                              Title: SVP, Secretary and
                                                     General Counsel


                                          H ACQUISITION CORP.


                                          By: /s/ Judy C. Norris
                                              ---------------------------------
                                              Name:  Judy C. Norris
                                              Title: SVP, Secretary and
                                                     General Counsel

                               Purchase Agreement


                                      -36-



                                          HFS SCANTRON HOLDINGS CORP.


                                          By: /s/ Edward P. Taibi
                                              ---------------------------------
                                              Name:  Edward P. Taibi
                                              Title: Vice President


                                          NEW CS, INC.


                                          By: /s/ Edward P. Taibi
                                              ---------------------------------
                                              Name:  Edward P. Taibi
                                              Title: Assistant Secretary


                                          NEW SCH, INC.


                                          By: /s/ Edward P. Taibi
                                              ---------------------------------
                                              Name:  Edward P. Taibi
                                              Title: Assistant Secretary


                                          NEW SCSFH, INC.


                                          By: /s/ Edward P. Taibi
                                              ---------------------------------
                                              Name:  Edward P. Taibi
                                              Title: Assistant Secretary


                                          NEW SFH, INC.


                                          By: /s/ Edward P. Taibi
                                              ---------------------------------
                                              Name:  Edward P. Taibi
                                              Title: Assistant Secretary

                               Purchase Agreement


                                      -37-



The foregoing Purchase Agreement
   is hereby confirmed and accepted
   as of the date first above written.

CREDIT SUISSE SECURITIES (USA) LLC


By: /s/ Robert Kobre
    -----------------------------------
    Name:  Robert Kobre
    Title: Managing Director


BEAR, STEARNS & CO. INC.


By: /s/ Mark Bernstein
    -----------------------------------
    Name:  Mark Bernstein
    Title: Senior Managing Director


CITIGROUP GLOBAL MARKETS INC.


By: /s/ Caesar W. Wyszomirski
    -----------------------------------
    Name:  Caesar W. Wyszomirski
    Title: Director


J.P. MORGAN SECURITIES INC.


By: /s/ John C. Gammage JR
    -----------------------------------
    Name:  John C. Gammage JR
    Title: Managing Director

                               Purchase Agreement


                                      -38-



          Each of the signatories below hereby acknowledges and agrees that it
is a party to the Purchase Agreement and agrees to be bound by all of the
obligations of a "Co-Issuer" or a "Guarantor" (as defined in the Purchase
Agreement), as applicable, under the Purchase Agreement. Each entity listed as a
signatory below hereby acknowledges and agrees to all of the agreements and
covenants of a "Co-Issuer" or a "Guarantor", as applicable, contained in the
Purchase Agreement and hereby makes all of the representations and warranties of
the "Co-Issuers" or the "Guarantors, " as applicable, contained in the Purchase
Agreement, in each case as provided in the Purchase Agreement.

                                          JOHN H. HARLAND COMPANY


                                          By: /s/ Edward P. Taibi
                                              ---------------------------------
                                              Name:  Edward P. Taibi
                                              Title: Assistant Secretary


                                          CENTRALIA HOLDING CORPORATION


                                          By: /s/ Edward P. Taibi
                                              ---------------------------------
                                              Name:  Edward P. Taibi
                                              Title: Assistant Secretary


                                          HARLAND CHECKS AND SERVICES, INC.


                                          By: /s/ Edward P. Taibi
                                              ---------------------------------
                                              Name:  Edward P. Taibi
                                              Title: Assistant Secretary


                                          HARLAND FINANCIAL SOLUTIONS, INC.


                                          By: /s/ Edward P. Taibi
                                              ---------------------------------
                                              Name:  Edward P. Taibi
                                              Title: Vice President and
                                                     Assistant Secretary

                               Purchase Agreement


                                      -39-



                                          HFS CORE SYSTEMS, INC.


                                          By: /s/ Edward P. Taibi
                                              ---------------------------------
                                              Name:  Edward P. Taibi
                                              Title: Vice President and
                                                     Assistant Secretary


                                          JOHN H. HARLAND COMPANY OF PUERTO RICO


                                          By: /s/ Edward P. Taibi
                                              ---------------------------------
                                              Name:  Edward P. Taibi
                                              Title: Assistant Secretary


                                          SCANTRON CORPORATION


                                          By: /s/ Edward P. Taibi
                                              ---------------------------------
                                              Name:  Edward P. Taibi
                                              Title: Vice President and
                                                     Assistant Secretary

                               Purchase Agreement


                                      -40-



                                    ANNEX IA

                               EXISTING GUARANTORS

                                 B2Direct, Inc.
                            Checks in the Mail, Inc.
                          Clarke American Checks, Inc.
                               H Acquisition Corp.
                           HFS Scantron Holdings Corp.
                                  New CS, Inc.
                                  New SCH, Inc.
                                 New SCSFH, Inc.
                                  New SFH, Inc.

                                    ANNEX IB

                                 NEW GUARANTORS

                             John H. Harland Company
                          Centralia Holding Corporation
                        Harland Checks and Services, Inc.
                        Harland Financial Solutions, Inc.
                             HFS Core Systems, Inc.
                     John H. Harland Company of Puerto Rico
                              Scantron Corporation


                                      -41-



                                    ANNEX IC

                                  SUBSIDIARIES

                                 B2Direct, Inc.
                          Centralia Holding Corporation
                            Checks in the Mail, Inc.
                          Clarke American Checks, Inc.
                             Galas Harland, SA de CV
                       Galas Harland Impresores, SA de CV
                        Harland Checks and Services, Inc.
                        Harland Financial Solutions, Inc.
                            Harland Mexico, SA de CV
                             HFS Core Systems, Inc.
                           HFS Scantron Holdings Corp.
                             John H. Harland Company
                     John H. Harland Company of Puerto Rico
                              Scantron Canada, Ltd.
                              Scantron Corporation
                                  Scantron Sarl

                                    ANNEX ID1

                               EXISTING CO-ISSUERS

                                 B2Direct, Inc.
                            Checks in the Mail, Inc.
                          Clarke American Checks, Inc.
                               H Acquisition Corp.
                                  New CS, Inc.
                                  New SCH, Inc.
                                 New SCSFH, Inc.
                                  New SFH, Inc.

                                    ANNEX ID2

                                 NEW CO-ISSUERS

                        Harland Checks and Services, Inc.
                        Harland Financial Solutions, Inc.
                             HFS Core Systems, Inc.
                             John H. Harland Company
                              Scantron Corporation


                                      -42-



                                    ANNEX IE

                                   GUARANTORS

                                 B2Direct, Inc.
                          Centralia Holding Corporation
                            Checks in the Mail, Inc.
                          Clarke American Checks, Inc.
                               H Acquisition Corp.
                        Harland Checks and Services, Inc.
                        Harland Financial Solutions, Inc.
                             HFS Core Systems, Inc.
                           HFS Scantron Holdings Corp.
                             John H. Harland Company
                     John H. Harland Company of Puerto Rico
                                  New CS, Inc.
                                  New SCH, Inc.
                                 New SCSFH, Inc.
                                  New SFH, Inc.
                              Scantron Corporation


                                      -43-



                                   SCHEDULE A

                                       PRINCIPAL AMOUNT OF   PRINCIPAL AMOUNT OF
              PURCHASER                  FIXED RATE NOTES    FLOATING RATE NOTES
- ------------------------------------   -------------------   -------------------
Credit Suisse Securities (USA) LLC..        124,000,000           122,000,000
Bear, Stearns & Co. Inc.............         62,000,000            61,000,000
Citigroup Global Markets Inc........         62,000,000            61,000,000
J.P. Morgan Securities Inc..........         62,000,000            61,000,000
                                           ------------          ------------
   Total............................       $310,000,000          $305,000,000
                                           ============          ============


                                      -44-



                                   SCHEDULE B

 ISSUER FREE WRITING COMMUNICATIONS (INCLUDED IN THE GENERAL DISCLOSURE PACKAGE)

  Final term sheet, dated April 26, 2007 a copy of which is attached hereto as
                                 Schedule B-1.


                                      -45-



                                                                    Schedule B-1

                              CLARKE AMERICAN CORP.

                         9.5% FIXED RATE NOTES DUE 2015

                          FLOATING RATE NOTES DUE 2015

                               Pricing Term Sheet



                                Fixed Rate Notes                Floating Rate Notes
                         -----------------------------   --------------------------------

Issuer:                  Clarke American Corp.           Clarke American Corp.

Security Description:    Senior Notes                    Senior Floating Rate Notes

Face Amount:             $310,000,000                    $305,000,000

Maturity Date:           May 15, 2015                    May 15, 2015

Coupon:                  9.500%                          L + 475 bps

Offering Price:          $100.00                         $100.00

Yield to Maturity:       9.500%

Spread to Treasury:      487

Interest Payment Dates:  May 15 & November 15            February 15, May 15, August 15,
                                                         November 15

Commencing:              November 15, 2007               August 15, 2007

Equity Clawback:         Redeem until May 15, 2010 at    Redeem until May 15, 2009 at par
                         109.500% for up to 35.0%        plus the then applicable coupon
                                                         for up to 35.0%

Optional Redemption:     Callable, on or after the       Callable, on or after the
                         following dates, and at the     following dates, and at the
                         following prices:               following prices:

                         Date             Price          Date             Price
                         ----             -----          ----             -----
                         May 15, 2011     104.750%       May 15, 2009     102.000%

                         May 15, 2012     102.375%       May 15, 2010     101.000%

                         May 15, 2013     100.000%       May 15, 2011     100.000%
                         and thereafter                  and thereafter

Trade Date:              April 26, 2007                  April 26, 2007

Settlement Date:         May 1, 2007                     May 1, 2007


Other:                   o    Amounts available under Restricted Payments basket
                              (15) for Restricted Payments to Clarke's direct or
                              indirect parent companies shall not exceed $15
                              million in any fiscal year



                              (which may be carried over to the extent not
                              paid).

                         o    Clarke or any Restricted Subsidiary may incur
                              indebtedness, disqualified stock or preferred
                              stock to finance an acquisition under Permitted
                              Debt basket (o) if (1) after giving pro forma
                              effect to such acquisition (A) Clarke would be
                              permitted to incur $1.00 under the Fixed Charge
                              Coverage Ratio, or (B) the Fixed Charge Coverage
                              Ratio would be at least equal to or greater than
                              immediately prior to such acquisition, or (2)(A)
                              such indebtedness is not secured and is
                              subordinated to the Notes, (B) is not incurred
                              during a default and does not cause a default, (C)
                              does not mature or become redeemable prior to the
                              Notes, and (D) if not subordinated on market
                              terms, is not incurred in contemplation of the
                              acquisition; provided, however, in the case of
                              clause (2) only, Clarke and its Restricted
                              Subsidiaries may not incur any such indebtedness
                              unless (after giving pro forma effect to such
                              acquisition) the Fixed Charge Coverage Ratio would
                              be at least 1.75 to 1.0.

                         o    The definition "Excess Designated Proceeds" means
                              with respect to any Designated Asset Sale (i) 100%
                              of the net proceeds from such sale if after giving
                              pro forma effect thereto, but before applying any
                              portion of the Net Proceeds thereof to prepay,
                              purchase or retire any Indebtedness the
                              consolidated Leverage Ratio of Clarke and its
                              Restricted Subsidiaries is no greater than 4.0 to
                              1.0 and is no greater than the Consolidated
                              Leverage Ratio in effect immediately prior to such
                              Designated Asset Sale, or (ii) that portion of the
                              Net Proceeds of such Designated Asset Sale that
                              remains after giving effect to the prepayment,
                              purchase or other retirement of Indebtedness of
                              the type permitted to be prepaid, purchased or
                              otherwise retired under the Asset Sale covenant in
                              an amount sufficient such that the Consolidated
                              Leverage Ratio of Clarke and its Restricted
                              Subsidiaries after giving effect to the Designated
                              Asset Sale and such prepayment, purchase or other
                              retirement is no greater than 4.0 to 1.0 and is no
                              greater than the Consolidated Leverage Ratio in
                              effect immediately prior to such Designated Asset
                              Sale and application of Net Proceeds and (iii) in
                              either case of (i) or (ii), any non-cash proceeds
                              of any Designated Asset Sale.



                                    EXHIBIT A

         FORM OF OPINION OF PAUL WEISS, RIFKIND, WHARTON & GARRISON LLP

                                   May 1, 2007

Credit Suisse Securities (USA) LLC
Bear, Stearns & Co. Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.

c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629

Ladies and Gentlemen:

          We have acted as special counsel to Clarke American Corp., a Delaware
corporation (the "Company") and the entities listed on Schedule I hereto (the
"Guarantors") in connection with the Purchase Agreement (the "Purchase
Agreement"), dated as of April 26, 2007, among the Initial Purchasers named on
Schedule A thereto (the "Initial Purchasers"), the Company and the Guarantors
listed on Schedule II hereto (the "Existing Guarantors"), relating to the
purchase today by the Initial Purchasers of $310.0 million in aggregate
principal amount of 9 1/2% Senior Fixed Rate Notes due 2015 (the "Fixed Rate
Notes") and $305.0 million aggregate principal amount of Senior Floating Rate
Notes due 2015 (together with the Fixed Rate Notes, the "Notes"), which are
co-issued by the Company and the entities listed on Schedule III hereto (the
"Co-Issuers") and guaranteed by the Guarantors. The Notes are to be issued under
an Indenture, dated as the date of this letter (the "Indenture"), among the
Company, the Guarantors and Wells Fargo Bank, N.A., as Trustee (the "Trustee").
This letter is being furnished at the request of the Company as contemplated by
Section 7(g) of the Purchase Agreement. Capitalized terms used and not otherwise
defined in this letter have the respective meanings given those terms in the
Purchase Agreement.

          In connection with the furnishing of this opinion, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
the following documents:

          1.   the Purchase Agreement;

          2.   the Indenture;

          3.   the Registration Rights Agreement, dated as of the date of this
               letter (the "Registration Rights Agreement"), among the Company,
               the Guarantors and the Initial Purchasers;



          4.   the Notes to be issued on the date of this letter, including the
               guarantees endorsed thereon (the "Guarantees");

          5.   the form of Exchange Note (the "Exchange Note") attached as an
               exhibit to the Indenture, including the form of guarantees to be
               endorsed thereon (the "Exchange Guarantees");

          6.   the Agreement and Plan of Merger, dated as of December 19, 2006
               (the "Merger Agreement") by and among John H. Harland Company, M
               & F Worldwide Corp. and H Acquisition Corp.;

          7.   the Credit Agreement, dated as of April 4, 2007 (the "Credit
               Agreement"), among the Company, as Borrower, the financial
               institutions party thereto, as the Lenders, and Credit Suisse,
               Cayman Islands Branch, as Administrative Agent and Collateral
               Agent, and certain subsidiaries of the Company from time to time
               party thereto, as Subsidiary Co-Borrowers;

          8.   the Preliminary Offering Circular regarding the Notes, dated
               April 13, 2007 (the "Preliminary Offering Circular") and the
               General Disclosure Package;

          9.   the Offering Circular regarding the Notes, dated April 26, 2007
               (the "Final Offering Circular"); and

          10.  the Joinder Agreement (the "Joinder Agreement") executed by the
               Guarantors listed on Schedule IV hereto (the "New Guarantors") as
               a separate signature page to the Purchase Agreement.

In addition, we have examined: (i) such corporate records of the Company and
each Guarantor incorporated in the State of Delaware or the State of New York
(each a "Covered Guarantor") that we have considered appropriate, including the
certificate of incorporation, as amended, and by-laws, as amended, of the
Company and each Covered Guarantor certified by such entity as in effect on the
date of this letter (collectively, the "Charter Documents") and copies of
resolutions of the boards of directors of the Company and of the Covered
Guarantors relating to the issuance of the Notes and the Guarantees, each
certified by the relevant entity; and (ii) such other certificates, agreements
and documents that we deemed relevant and necessary as a basis for the opinions
and beliefs expressed below. We have also relied upon oral and written
statements of officers and representatives of the Company and the Guarantors,
the factual matters contained in the representations and warranties of the
Company and the Guarantors made in the Purchase Agreement and upon certificates
of public officials and the officers of the Company and the Guarantors.

          In our examination of the documents referred to above, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the documents
reviewed by us, the authenticity of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or
other


                                      A-2



documents, the authenticity of the latter documents and that the statements
regarding matters of fact in the certificates, records, agreements, instruments
and documents that we have examined are accurate and complete. We have also
assumed, without independent investigation, that (i) each Guarantor (other than
the Covered Guarantors) (each a "Non-Covered Guarantor") is validly existing and
in good standing under the laws of its jurisdiction of organization, (ii) each
Non-Covered Guarantor has all necessary corporate power and authority to
execute, deliver and perform its obligations under the Purchase Agreement, the
Registration Rights Agreement, the Indenture, the Notes, the Exchange Notes, the
Guarantees, the Exchange Guarantees and the Joinder Agreement (to the extent a
party thereto), (iii) the execution, delivery and performance of the Purchase
Agreement, the Registration Rights Agreement, the Indenture, the Notes, the
Exchange Notes, the Guarantees, the Exchange Guarantees and the Joinder
Agreement have been duly authorized by all necessary corporate action by each
Non-Covered Guarantor (to the extent a party thereto) and do not violate the
organizational documents of such Non-Covered Guarantor or the laws of such
Non-Covered Guarantor's jurisdiction of organization and (iv) the due execution
and delivery of the Purchase Agreement, the Registration Rights Agreement, the
Indenture, the Notes, the Exchange Notes, the Guarantees, the Exchange
Guarantees and the Joinder Agreement by each Non-Covered Guarantor (to the
extent a party thereto) under the laws of its jurisdiction of organization. We
have also assumed (i) that you have complied with all of your obligations and
agreements arising under the Registration Rights Agreement, (ii) that the
Registration Rights Agreement represents a valid and legally binding obligation
of yours, (iii) that the Indenture has been duly authorized and executed by, and
represents a valid and legally binding obligation of, the Trustee and (iv) the
due authentication of the Notes by the Trustee in the manner described in the
certificate of the Trustee delivered to you today.

          Whenever we indicate that our opinion is based upon our knowledge or
words of similar import, our opinion is based solely on the actual knowledge of
the attorneys in this firm who are representing the Company and the Covered
Guarantors in connection with the Transactions and without any independent
verification.

          Based upon the above, and subject to the stated assumptions,
exceptions and qualifications stated below, we are of the opinion that:

          1. Each of the Company and the Covered Guarantors incorporated in
Delaware has been duly incorporated and is validly existing and in good standing
under the laws of the State of Delaware. The Covered Guarantor incorporated in
New York is a subsisting corporation in good standing validly existing under the
laws of the State of New York. Each of the Company and the Covered Guarantors is
duly qualified to carry on business and is in good standing as a foreign
corporation in the respective jurisdictions listed in Schedule V to this
opinion.

          2. Each of the Company and the Covered Guarantors has all necessary
corporate power and authority to execute, deliver and perform its obligations
under the Purchase Agreement, the Registration Rights Agreement, the Indenture,
the Notes, the Exchange Notes, the Guarantees, the Exchange Guarantees and the
Joinder Agreement (in each case, to the extent it is a party thereto) and to own
and hold its properties and conduct its business as described in the General
Disclosure Package and the Final Offering Circular.


                                      A-3



          3. The Notes have been duly authorized by the Company and each
Co-Issuer incorporated in the State of Delaware. The Notes, when duly executed,
issued and delivered by the Company and the Co-Issuers against payment as
provided in the Purchase Agreement, will constitute valid and legally binding
obligations of the Company and each of the Co-Issuers entitled to the benefits
of the Indenture and enforceable against the Company and each of the Co-Issuers
in accordance with their terms, except that enforceability of the Notes may be
subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors' rights generally and
subject to general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law); and the Notes, when issued and
delivered, will conform in all material respects to the description contained in
the General Disclosure Package and the Final Offering Circular under the caption
"Description of Notes."

          4. The Indenture has been duly authorized, executed and delivered by
the Company and each Covered Guarantor. The Indenture is a valid and legally
binding obligation of the Company and each Guarantor, enforceable against the
Company and each Guarantor in accordance with its terms, except that
enforceability of the Indenture may be subject to bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting creditors' rights generally and subject to general principles of
equity (regardless of whether enforceability is considered in a proceeding in
equity or at law); and the Indenture conforms in all material respects to its
description contained in the General Disclosure Package and the Final Offering
Circular under the caption "Description of Notes." The Indenture conforms in all
material respects with the requirements of the Trust Indenture Act and the rules
and regulations of the Commission applicable to an indenture which is qualified
under that Act.

          5. The Guarantees have been duly authorized by each Covered Guarantor.
When the Notes are duly executed, issued and delivered by the Company and the
Co-Issuers against payment as provided in the Purchase Agreement and duly
authenticated by the Trustee, the Guarantee of each Guarantor will be a valid
and legally binding obligation of each such Guarantor, enforceable against each
such Guarantor in accordance with its terms, except that enforceability of the
Guarantee may be subject to bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting creditors' rights
generally and subject to general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law). The
Guarantees conform in all material respects to their description contained in
the General Disclosure Package and the Final Offering Circular under the caption
"Description of Notes."

          6. The Purchase Agreement has been duly authorized, executed and
delivered by the Company and each Existing Guarantor that is a Covered
Guarantor. The Joinder Agreement has been duly authorized, executed and
delivered by each New Guarantor that is a Covered Guarantor.

          7. The Registration Rights Agreement has been duly authorized,
executed and delivered by the Company and each Covered Guarantor. The
Registration Rights Agreement is a valid and legally binding obligation of the
Company and each Guarantor, enforceable against the Company and each Guarantor
in accordance with its terms, except that enforceability of the


                                      A-4



Registration Rights Agreement may be subject to bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting creditors' rights generally and subject to general principles of
equity (regardless of whether enforceability is considered in a proceeding in
equity or at law) and except to the extent that the indemnification and
contribution provisions of the Registration Rights Agreement may be
unenforceable. The Registration Rights Agreement conforms in all material
respects to its description in the General Disclosure Package and the Final
Offering Circular under the caption "Description of Notes."

          8. The Exchange Notes have been duly authorized by the Company and
each Co-Issuer incorporated in the State of Delaware. The Exchange Notes, when
duly executed, issued and delivered by the Company and the Co-Issuers as
provided in the Indenture and the Registration Rights Agreement, and when duly
authenticated by the Trustee, will constitute valid and legally binding
obligations of the Company and the Co-Issuers entitled to the benefits of the
Indenture and enforceable against the Company and the Co-Issuers in accordance
with their terms, except that enforceability of the Exchange Notes may be
subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors' rights generally and
subject to general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law); and the Exchange Notes, when
issued and delivered, will conform in all material respects to the description
contained in the General Disclosure Package and the Final Offering Circular
under the caption "Description of Notes."

          9. The Exchange Guarantees have been duly authorized by each Covered
Guarantor. When the Exchange Notes are duly executed, issued and delivered by
the Company and the Co-Issuers as provided in the Indenture and the Registration
Rights Agreement, the Exchange Guarantee of each Guarantor will be a valid and
legally binding obligation of each such Guarantor, enforceable against each such
Guarantor in accordance with its terms, except that enforceability of the
Exchange Guarantee may be subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting
creditors' rights generally and subject to general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at law); and the Exchange Guarantees, when issued and delivered, will conform in
all material respects to the description contained in the General Disclosure
Package and the Final Offering Circular under the caption "Description of
Notes."

          10. The statements in the Final Offering Circular under the caption
"Notice to Investors," to the extent that they constitute summaries of United
States federal statutes, rules and regulations, or portions of them, are
accurate in all material respects. The statements in the Final Offering Circular
under the heading "Certain United States Federal Income Tax Considerations," to
the extent that they constitute summaries of United States federal law or
regulation or legal conclusions, have been reviewed by us and fairly summarize
the matters described under that heading in all material respects.

          11. Based upon the representations, warranties and agreements of the
Company and the Guarantors in Section 2 and Section 5 of the Purchase Agreement
and of the Initial Purchasers in Section 4 of the Purchase Agreement, it is not
necessary in connection with


                                      A-5



the offer, sale and delivery of the Notes (including the Guarantees) to the
Initial Purchasers under the Purchase Agreement or in connection with the
initial resale of the Notes (including the Guarantees) by the Initial Purchasers
in accordance with Section 3 and Section 4 of the Purchase Agreement to register
the Notes or the Guarantees under the Act or to qualify the Indenture under the
Trust Indenture Act of 1939, as amended, it being understood that we express no
opinion as to any subsequent resale of the Notes.

          12. Based upon the representations, warranties and agreements of the
Company and the Guarantors in Section 2 and Section 5 of the Purchase Agreement
and of the Initial Purchasers in Section 4 of the Purchase Agreement, (A) the
compliance by the Company and each Guarantor with all of the provisions of the
Purchase Agreement, the Registration Rights Agreement, the Credit Agreement and
the Indenture (in each case, to the extent it is a party thereto), and (B) the
issuance and sale of the Notes by the Company and the Co-Issuers and the
issuance of the Guarantees by the Guarantors will not (i) result in a violation
of the Charter Documents of the Company or any of the Covered Guarantors, (ii)
breach or result in a default under any agreement, indenture or instrument filed
with the Commission as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2006 (after giving effect to the
modifications thereto effected by the Transactions) or (iii) violate Applicable
Law or any judgment, order or decree of any court or arbitrator known to us,
except, in the case of clauses (ii) or (iii) above, where the breach, default or
violation could not reasonably be expected to have a material adverse effect on
the Company and its subsidiaries, taken as a whole. For purposes of this letter,
the term "Applicable Law" means the General Corporation Law of the State of
Delaware (the "GCL") and those laws, rules and regulations of the United States
of America and the State of New York, in each case, which in our experience are
normally applicable to the transactions of the type contemplated by the Purchase
Agreement, except that "Applicable Law" does not include the securities laws of
any applicable jurisdiction.

          13. Based upon the representations, warranties and agreements of the
Company and the Guarantors in Section 2 and Section 5 of the Purchase Agreement
and of the Initial Purchasers in Section 4 of the Purchase Agreement, no
consent, approval, authorization or order of, or filing, registration or
qualification with, any Governmental Authority, which has not been obtained,
taken or made is required by the Company and the Guarantors under any Applicable
Law for (A) the issuance or sale of the Notes by the Company and of the
Guarantees by the Guarantors or (B) the performance by the Company and the
Guarantors of their obligations under the Purchase Agreement, the Registration
Rights Agreement, the Credit Agreement and the Indenture, (i) except as may be
required in connection with the registration of the Notes (including the
Guarantees) and the Exchange Notes (including the Exchange Guarantees) under the
Registration Rights Agreement, (ii) except for such consents as have been or
will be obtained or made on or prior to the closing date of the Acquisition,
(iii) except for such filings and recordings required to perfect liens under the
documents executed in connection with the Credit Agreement and (iv) except where
failure to obtain such consent, approval, authorization, order, filing,
registration or qualification could not be reasonably expected to have a
material adverse effect on the Company and its subsidiaries taken as a whole.
For purposes of this opinion, the term "Governmental Authority" means any
executive, legislative, judicial, administrative or regulatory body of the State
of New York, the State of Delaware or the United States of America.


                                      A-6



          14. The Company is not and, after giving effect to the offering and
sale of the Notes and the application of their proceeds as described in the
Final Offering Circular under the heading "Use of Proceeds," will not be
required to be registered as an investment company under the Investment Company
Act of 1940, as amended, and the rules and regulations of the Commission
promulgated thereunder.

                                      * * *

          The opinions expressed above are limited to the laws of the State of
New York, the GCL and the federal laws of the United States of America. Our
opinions are rendered only with respect to the laws, and the rules, regulations
and orders under those laws, that are currently in effect. Please be advised
that no member of this firm is admitted to practice in the State of Delaware.

          This letter is furnished by us solely for your benefit in connection
with the transactions referred to in the Purchase Agreement and may not be
circulated to, or relied upon by, any other person without our prior written
consent.

                                                 Very truly yours,

                                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP


                                      A-7



                                    EXHIBIT B

                        FORM OF NEGATIVE ASSURANCE LETTER

                                   May 1, 2007

Credit Suisse Securities (USA) LLC
Bear, Stearns & Co. Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.

c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629

Ladies and Gentlemen:

          We have acted as special counsel to Clarke American Corp., a Delaware
corporation (the "Company") and the entities listed on Schedule I to the Opinion
(as defined below) (the "Guarantors") in connection with the Purchase Agreement
(the "Purchase Agreement"), dated as of April 26, 2007, among the Initial
Purchasers named on Schedule A thereto (the "Initial Purchasers"), the Company
and the Guarantors listed on Schedule II to the Opinion, relating to the
purchase today by the Initial Purchasers of $310,000,000 in aggregate principal
amount of 9 1/2% Senior Fixed Rate Notes due 2015 (the "Fixed Rate Notes") and
$305,000,000 aggregate principal amount of Senior Floating Rate Notes due 2015
(together with the Fixed Rate Notes, the "Notes"), which are co-issued by the
Company and the entities listed on Schedule III to the Opinion and guaranteed by
the Guarantors. This letter is being furnished at the request of the Company in
connection with the delivery of our opinion to you of even date herewith (the
"Opinion") under the Purchase Agreement. Capitalized terms used and not
otherwise defined in this letter have the respective meanings given those terms
in the Purchase Agreement.

          The primary purpose of our professional engagement was not to
establish factual matters or financial, accounting or statistical information.
In addition, many determinations involved in the preparation of the Preliminary
Offering Circular regarding the Notes, dated April 13, 2007 (together with the
information incorporated by reference therein, the "Preliminary Offering
Circular") and the Final Offering Circular regarding the Notes, dated April 26,
2007 (together with the information incorporated by reference therein, the
"Final Offering Circular") are of a wholly or partially non-legal character or
relate to legal matters outside the scope of the Opinion. Furthermore, the
limitations inherent in the independent verification of factual matters and in
the role of outside counsel are such that we have not undertaken to
independently verify, and cannot and do not assume responsibility for the
accuracy, completeness or fairness of, the statements contained in the
Preliminary Offering Circular, the Final Offering Circular or the


                                      B-1



documents incorporated by reference therein (other than as explicitly stated in
paragraphs 3, 4, 5, 7 and 10 of the Opinion).

          In the course of acting as special counsel to the Company and the
Guarantors in connection with the offering of the Notes, we have participated in
conferences and telephone conversations with officers and other representatives
of the Company and the independent registered public accountants for the Company
during which conferences and conversations the contents of the Preliminary
Offering Circular, the Final Offering Circular and related matters were
discussed. Based upon such participation (and relying as to materiality with
respect to factual matters to the extent we deemed reasonable on officers,
employees and other representatives of the Company and its subsidiaries), we
hereby advise you that our work in connection with this matter did not disclose
any information that gave us reason to believe that (i) as of the Applicable
Time, the Preliminary Offering Circular, when taken together with the Pricing
Information (as defined below) (except for the financial statements, financial
statement schedules and other financial data included or incorporated by
reference therein or omitted therefrom or from the information incorporated by
reference, or included in or omitted from the Pricing Information, in each case,
as to which we express no such belief), included an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; or (ii) at the time the Final Offering Circular was issued
or on the Closing Date, the Final Offering Circular (except for the financial
statements, financial statement schedules and other financial data included or
incorporated by reference therein or omitted therefrom or from the information
incorporated by reference, as to which we express no such belief) included an
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. For purposes of this
letter, the term "Pricing Information" means the information reflected on
Schedule B-1 of the Purchase Agreement.

          This letter is furnished by us solely for your benefit in connection
with the transactions referred to in the Purchase Agreement and may not be
circulated to, or relied upon by, any other person without our prior written
consent.

                                              Very truly yours,

                                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP


                                      B-2



                                   EXHIBIT C1

                       FORM OF OPINION OF GEORGIA COUNSEL

                                   May 1, 2007

Credit Suisse Securities (USA) LLC
Bear Stearns & Co. Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.

c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York  10010-3629

          Re: Purchase Agreement

Ladies and Gentlemen:

     We have acted as special Georgia counsel for H Acquisition Corp., a Georgia
corporation ("H Acquisition"), New SCH, Inc., a Georgia corporation ("New SCH"),
John H. Harland Company, a Georgia corporation ("Harland"), Harland Checks and
Services Inc., a Georgia corporation ("Checks and Services"), Centralia Holding
Corporation, a Georgia corporation ("Centralia"), and John H. Harland Company of
Puerto Rico, a Georgia corporation ("Puerto Rico" and, together with H
Acquisition, New SCH, Harland, Checks and Services, and Centralia, the
"Companies"), in connection with that certain Purchase Agreement dated as of
April 26, 2007 (the "Purchase Agreement"), among the Initial Purchasers named on
Schedule A thereto (the "Initial Purchasers"), Clarke American Corp., a Delaware
corporation ("Clarke American"), H Acquisition, New SCH and the other guarantors
party thereto, relating to the purchase by the Initial Purchasers of
$310,000,000 in aggregate principal amount of 9.50% Senior Fixed Rate Notes due
2015 (the "Fixed Rate Notes") and $305,000,000 in aggregate principal amount of
Senior Floating Rate Notes due 2015 (the "Floating Rate Notes" and, together
with the Fixed Rate Notes, the "Notes"), which are co-issued by Clarke American,
each of the Companies and the other Co-Issuers listed on Exhibit B attached
hereto, and guaranteed by the Companies and certain the other Guarantors listed
on Exhibit B attached hereto. The Notes are to be issued under an Indenture,
dated the date of this letter (the "Indenture"), among Clarke American, the
Companies and other Guarantors listed on Exhibit B attached hereto, and Wells
Fargo Bank, N.A., as Trustee (the "Trustee"). This letter is being furnished at
the request of Clarke American and the Companies as contemplated by Section 7(h)
of the Purchase Agreement. Capitalized terms used and not otherwise defined in
this letter have the respective meanings given those terms in the Purchase
Agreement.


                                      C-1



     In that connection, we have examined the originals or copies certified or
otherwise identified to our satisfaction of the following documents:

     (a) the Purchase Agreement;

     (b) the Indenture;

     (c) the Registration Rights Agreement, dated as of the date of this letter
(the "Registration Rights Agreement"), among Clarke American, the Companies and
certain other guarantors identified therein, and the Initial Purchasers;

     (d) the Notes to be issued on the date of this letter, including the
guarantees endorsed thereon (the "Guarantees");

     (e) the Agreement and Plan of Merger, dated as of December 19, 2006 (the
"Merger Agreement") by and among Harland, M&F Worldwide Corp. and H.
Acquisition;

     (f) the articles of incorporation and bylaws for each of the Companies
listed on EXHIBIT A attached hereto (collectively, the "Constituent Documents");
and

     (g) Unanimous Written Consent of the Board of Directors of each of the
Companies, each dated April __, 2007 (the "Resolutions").

     In rendering our opinions we have also examined such certificates of public
officials, company documents and records and other certificates and instruments
as we have deemed necessary for the purposes of the opinions herein expressed.
The documents set forth in clauses (a) through (e) above are hereinafter
referred to collectively as the "Note Documents".

     In our examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the legal competency
of natural persons, the conformity to original documents of all documents
submitted to us as certified, conformed or photographic copies, and the
authenticity of the originals of such latter documents.

     We have also assumed, for the purposes of the opinions herein expressed,
that:

     (i) each party to the Note Documents (other than the Companies) is duly
organized or formed, validly existing and in good standing under the laws of the
state of its organization or incorporation and, to the extent required, is duly
qualified as a foreign corporation or entity, authorized to transact business in
the State of Georgia;

     (ii) each party to the Note Documents (other than the Companies) has all
requisite power and authority to enter into and perform under the Note Documents
to which it is a party;

     (iii) the Note Documents have been duly authorized by each party thereto
(other than the Companies);

     (iv) the Note Documents have been duly executed and delivered by each party
thereto (other than the Companies);


                                      C-2



     (v) each of the parties to the Note Documents, in taking any action under
the Note Documents in respect to either of the Companies, will comply with any
standard of conduct generally applicable to it (including, without limitation,
any requirement that such party act reasonably, in good faith, in a commercially
reasonable manner, or otherwise in compliance with applicable law);

     (vi) all of the Note Documents and the Merger Agreement would be enforced
as written and would be interpreted as though Georgia law were applicable
thereto, regardless of the choice of law provision contained in such Note
Documents; and

     (vii) the performance by the Companies of their respective obligations
under the Note Documents, and the consummation of the transactions under the
Note Documents (including, without limitation, the Transactions), will not
either (1) result in such Company not being able to pay its debts as they become
due in the usual course of its business, or (2) result in such Company's total
assets being less than the sum of its total liabilities.

     We have represented the Companies as special Georgia counsel solely in
connection with this Opinion Letter and in connection with the transactions
contemplated by the Note Documents. We have not otherwise represented the
Companies in connection with the Note Documents or in connection with any other
matter in which they seek legal advice or representation, and we are not privy
to any of the details pertaining to the operations and business affairs of the
Companies. Accordingly, as to the factual matters forming the basis of our
opinions, we have relied upon (1) a Secretary's Certificate of the Secretary of
each Company as to certain matters, (2) a certificate of an officer of each of
the Companies as to certain matters, (3) the Constituent Documents and the
Resolutions, and (4) the representations and warranties of the Companies
contained in the Note Documents, which we have assumed to be true and correct.
We have not undertaken any independent review or investigation at this time to
determine the existence or absence of such facts, and no inference as to our
knowledge of such facts should be drawn from the fact of our representation as
counsel to the Companies.

     Based upon the foregoing and subject to the qualifications, limitations,
exceptions and assumptions set forth herein, we are of the opinion that:

     1. Each Company (a) is a corporation validly existing under the laws of the
State of Georgia; and (b) has all requisite corporate power to execute, deliver
and perform its obligations under the Note Documents to which it is a party, and
to own and hold its properties and to conducts is business as currently
conducted.

     2. The execution, delivery and performance by each Company of its
obligations under the Note Documents to which such Company is party have been
duly authorized by all necessary corporate power on the part of such Company.
Each of the Note Documents to which each Company is party has been duly executed
and delivered by such Company.

     3. The execution, delivery, and performance by each Company of its
obligations under the Note Documents to which it is party, do not (a) contravene
such Company's Constituent Documents; or (b) violate any applicable Georgia
statute, rule, or regulation.


                                      C-3



     4. Based on the representations, warranties and agreements of the Companies
contained in Section 2 and Section 5 of the Purchase Agreement and of the
Initial Purchasers in Section 4 of the Purchase Agreement, the execution,
delivery and performance by each Company of the Merger Agreement, and the merger
of H Acquisition with and into Harland (the "Merger") would not (i) contravene
the Constituent Documents, or (b) violate any applicable Georgia statute, rule
or regulation.

     5. No authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority of the State of Georgia is required of H
Acquisition or Harland as a condition to the due execution, delivery and
performance by such Company of the Merger Agreement or consummation of the
Merger, except for the filing of articles of merger with the Secretary of State
of Georgia to effect the Merger.

     6. Based upon the limitations and qualifications set forth herein, we
confirm to you that each of the Companies is qualified to transact business as a
foreign qualification in the respective states set forth on Exhibit C attached
hereto. The foregoing statement is based solely upon certificates provided by
agencies of those states, copies of which the Companies have delivered to you,
and is limited to the meaning ascribed to such certificates by each applicable
state agency.

     In addition to the other limitations, assumptions and qualifications
contained herein, the opinions set forth herein are subject to:

     (a) the effect of, and we express no opinion with respect to, any
applicable bankruptcy, insolvency, reorganization, fraudulent transfer
(including without limitation, the Georgia Uniform Fraudulent Transfer Act),
moratorium or similar laws affecting creditors' rights generally and to possible
judicial action giving effect to governmental actions affecting creditors'
rights;

     (b) the effect of general principles of equity, including (without
limitation) concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding in equity or at law);

     (c) the limitation that we express no opinion as to (1) the enforceability
of the Note Documents; (2) the creation, attachment, validity, or perfection of
any Lien in any collateral described in any Note Document; (3) the priority of
any Lien created pursuant to any of the Note Documents; (4) title to any
property covered by any Lien; (5) the applicability or effect on the Note
Documents of laws of any county, town, municipality or other political
subdivision of the State of Georgia; (6) the applicability or effect of state or
federal securities laws; (7) the applicability or effect of state or federal tax
laws; and (8) the applicability or effect of laws relating to interest and
usury; and

     (d) the limitation that our opinion set forth in numbered paragraphs 3(b)
and 4(b) are limited to statutes, rules, or regulations which would either
prohibit the performance of the Note Documents by any Company or result in a
fine, penalty or other similar sanction on any Company.


                                       C-4



     The opinions hereinabove expressed are limited to the laws of the State of
Georgia, to the extent applicable thereto.

     The opinions expressed herein represent the judgment of this law firm as to
certain legal matters, but they are not guarantees or warranties and should not
be construed as such. This opinion speaks as of the date hereof, and by
rendering our opinion, we do not undertake to update or supplement this opinion
to reflect any facts or circumstances which may hereafter come to our attention
or any changes in laws which may hereafter occur. This opinion is furnished by
us solely for your benefit in connection with the transactions referred to in
the Purchase Agreement and may not be circulated to, or relied upon by, any
other person without our prior written consent.

                                        Very truly yours,


                                       C-5



                                   EXHIBIT C2

                        FORM OF OPINION OF OREGON COUNSEL

                                   May 1, 2007

Credit Suisse Securities (USA) LLC
Bear, Stearns & Co. Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.

c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629

     Re: New SFH, Inc. and Harland Financial Solutions, Inc.

     Ladies and Gentlemen:

     We have acted as special Oregon counsel to Harland Financial Solutions,
Inc., an Oregon corporation ("HARLAND") and New SFH, Inc., an Oregon corporation
("SFH" and, together with Harland, the "COMPANIES"). Harland will be the
surviving corporation in a merger with SFH which will become effective on the
date of this letter pursuant to an Agreement and Plan of Merger dated May 1,
2007 (the "OREGON MERGER AGREEMENT"). This opinion is delivered in connection
with the Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of April 26,
2007, among the Initial Purchasers named on Schedule A thereof (the "INITIAL
PURCHASERS") and Clarke American Corp., a Delaware corporation ("CLARKE
AMERICAN") and the guarantors listed on Schedule II hereto (the "GUARANTORS"),
including the Companies, relating to the purchase today by the Initial
Purchasers of $310,000,000 in aggregate principal amount of 9.50% Senior Fixed
Rate Notes due 2015 (the "FIXED RATE NOTES") and $305,000,000 aggregate
principal amount of Senior Floating Rate Notes due 2015 (the "FLOATING RATE
NOTES" and, together with the Fixed Rate Notes, the "NOTES,") which are
co-issued by Clarke American and the companies listed on Schedule I hereto and
guaranteed by the Guarantors. The Notes are to be issued under the Indenture,
dated as the date of this letter (the "INDENTURE"), among Clarke American, the
Guarantors, including the Companies, and Wells Fargo Bank, N.A., as Trustee.
This opinion is being furnished at the request of the Companies as contemplated
by Section 7(h) of the Purchase Agreement. We have not represented either of the
Companies in the negotiation or preparation of the Transaction Documents (as
defined below). Capitalized terms used and not otherwise defined in this letter
have the respective meanings given those terms in the Purchase Agreement.

     In connection with the furnishing of this opinion, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
the following documents:

     1. the Purchase Agreement;

     2. the Indenture;


                                      C-6



     3.   the Registration Rights Agreement, dated as of the date of this letter
          (the "REGISTRATION RIGHTS AGREEMENT"), among Clarke American, the
          Guarantors, including the Companies, and the Initial Purchasers;

     4.   the Notes issued on the date of this letter;

     5.   the Oregon Merger Agreement;

     6.   the Offering Circular dated April 26, 2007 regarding the Notes (the
          "FINAL OFFERING CIRCULAR");

     7.   copies of resolutions adopted by the board of directors and sole
          shareholder of each of the Companies, and certified to us by the
          secretary of each of the Companies as being complete and in full force
          and effect as of the date of this opinion letter;

     8.   the articles of incorporation of each of the Companies, as certified
          by the Oregon Secretary of State as of April [__], 2007, and further
          certified to us by the secretary of each of the Companies as being
          complete and in full force and effect as of the date of this opinion
          letter;

     9.   the bylaws of each of the Companies certified to us by the secretary
          of each of the Companies as being complete and in full force and
          effect as of the date of this opinion letter;

     10.  a certificate of [Edward P. Taibi, Assistant Secretary] of each of the
          Companies, dated the same date as this opinion, a copy of which is
          attached to this opinion letter ("OFFICER'S CERTIFICATE"); and

     11.  a certificate of existence relating to each of the Companies issued by
          the Secretary of the State of Oregon on April [__], 2007
          (collectively, "STATE CERTIFICATE").

     Those documents identified as items 1 through 4 are referred to as the
"TRANSACTION DOCUMENTS." Those documents identified as items 8 and 9 are
referred to as the "CHARTER DOCUMENTS."

     In addition, we examined the originals, or copies certified to our
satisfaction, of such other corporate records of each of the Companies,
certificates of public officials and of officers of each of the Companies, and
agreements, instruments and other documents, as we deemed necessary for
providing the opinions expressed below.

                     ASSUMPTIONS AND SCOPE OF INVESTIGATION

     In rendering this opinion, we assume without inquiry or investigation: (i)
the authenticity and completeness of all documents submitted to us as originals;
(ii) the legal competence and capacity of all natural persons who are
signatories to the Transaction Documents and Oregon Merger Agreement; (iii) the
conformity to original documents of all documents submitted to us as copies;
(iv) that all signatures on all documents submitted to us are genuine; (v) the
truthfulness, accuracy and completeness of all warranties and representations of
each of the Companies set forth in the Transaction Documents and Oregon Merger
Agreement; (vi) the Transaction Documents and Oregon Merger Agreement are
necessary or convenient to carry out the business and affairs of each of the
Companies; (vii) the Transaction Documents and Oregon Merger Agreement are for
each Companies' own benefit and will promote or protect each of the


                                      C-7



Companies' own rights or property interest and will accomplish some legitimate
object of financial benefit to them; (viii) that all statutes, judicial and
administrative decisions, and rules and regulations of governmental agencies,
constituting the laws of the States of Oregon are generally available (i.e., in
terms of access and distribution following publication or other release) to
lawyers practicing in Oregon, and are in a format that makes legal research
reasonably feasible; (ix) that the constitutionality or validity of a relevant
statute, rule, regulation or agency action is not in issue unless a reported
decision in the State of Oregon has specifically addressed and has established
its unconstitutionality or invalidity; and (x) each of the parties to the
Transaction Documents and Oregon Merger Agreement, in taking any action under
the Transaction Documents and Oregon Merger Agreement in respect to each of the
Companies, will comply with any standard of conduct generally applicable to it
(including, without limitation, any requirement that such party act reasonably,
in good faith, in a commercially reasonable manner, or otherwise in compliance
with applicable law).

     As to questions of fact material to such opinions, we have, without
independent inquiry or investigation, relied upon the State Certificate and the
Officer's Certificate. With respect to the State Certificate, we disclaim any
responsibility for any changes that may have occurred with respect to the status
of the Companies from and after the date of the State Certificate. We also
assume, without independent inquiry or investigation that the State Certificate
and the public record upon which it is based are accurate and complete. We
assume that the knowledge and awareness of the individual delivering the
Officer's Certificate are full and complete as to all matters addressed in the
Officer's Certificate.

     Based upon the foregoing and subject to the qualifications, disclaimers,
assumptions and limitations set forth herein, we are of the following opinion:

     1. Each of the Companies is a corporation duly incorporated and validly
existing under the laws of the State of Oregon.

     2. Each of the Companies has all necessary corporate power and authority to
(a) execute, deliver and perform its obligations under the Transaction Documents
and (b) own and hold its properties and conduct its business as described in the
Final Offering Circular.

     3. Each of the Transaction Documents has been duly authorized by each of
the Companies.

     4. Assuming that each of the Transaction Documents and Oregon Merger
Agreement constitutes the legal, valid and binding obligation of each party
thereto, enforceable against each party thereto in accordance with its terms,
(A) the compliance by each of the Companies with all of the provisions of the
Purchase Agreement, the Registration Rights Agreement and the Indenture and the
performance of their respective obligations thereunder, and (B) the issuance and
sale of the Notes by each of the Companies and the use of proceeds therefrom as
set forth in the Final Offering Circular, will not result in a violation of the
Charter Documents of the Companies.


                                      C-8



                                   DISCLAIMERS

     The opinions expressed herein are subject to and qualified by the following
disclaimers:

     1. Regardless of the states in which members of this firm are licensed to
practice, we express no opinion as to the laws of any jurisdiction other than
the laws of the State of Oregon.

     2. This opinion letter is provided to you as a legal opinion only and not
as a guarantee of the matters discussed herein. Our opinion is limited to the
matters expressly stated herein, and no other opinions may be implied or
inferred.

     3. This opinion letter is rendered at the request of the Companies as a
requirement for closing. This opinion letter does not establish any
attorney-client relationship between this firm and any addressee. Nothing
contained in this opinion letter will be deemed to constitute a waiver of the
attorney-client privilege between this firm and the Companies.

     4. We express no opinion as to any matter relating to: (a) the adequacy or
existence of the consideration for the obligations under the Transaction
Documents; (b) the accuracy or completeness of any financial, accounting, or
statistical information furnished to any party by the Companies; (c) the
financial status of the Companies; (d) the ability of the Companies to meet
their obligations under the Transaction Documents; (e) the accuracy or
completeness of any representations made by the Companies; or (f) the effect of
fraudulent transfer and fraudulent conveyance laws.

     5. This statement is included in accordance with IRS regulations: Any U.S.
federal tax advice expressed in this opinion is limited to the federal tax
issues expressly addressed in it. Additional issues may exist that could affect
federal tax treatment of the transaction or matter that is the subject of this
opinion, and this opinion does not consider or provide conclusions with respect
to such issues. With respect to any significant federal tax issues outside the
limited scope of this opinion, nothing in this opinion can be used by any person
for the purpose of avoiding penalties that may be imposed on that person.

                                  MISCELLANEOUS

     This opinion has been rendered to you in connection with the transaction
described herein solely for your benefit and is not to be quoted in whole or in
part or otherwise referred to, used, or relied upon by any person or entity
other than you, your legal counsel and any governmental or quasi-governmental
bodies with jurisdiction over you. This opinion is rendered as of the date set
forth above, and we disclaim any obligation to advise you of any changes in the
circumstances, laws or events that may occur after this date or otherwise to
update this opinion.

                                        Respectfully submitted,

                                        Schwabe, Williamson & Wyatt, P.C.


                                       C-9



                                    EXHIBIT D

                       FORM OF OPINION OF GENERAL COUNSEL

May 1, 2007

Credit Suisse Securities (USA) LLC
Bear, Stearns & Co. Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.

c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629

Ladies and Gentlemen:

     Reference is made to the purchase agreement dated April 26, 2007 among
Clarke American Corp. (the "Company"), the co-issuers and the guarantors party
thereto as of the date thereof, the guarantors party thereto as of the date of
this opinion and Credit Suisse Securities (USA) LLC, Bear, Stearns & Co. Inc.,
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (collectively, the
"Initial Purchasers") (the "Purchase Agreement"). This opinion is being
delivered pursuant to Section 7(i) of the Purchase Agreement. Capitalized terms
used herein and not defined shall have the meanings set out in the Purchase
Agreement.

          1. Each of Company and its subsidiaries is not and as a result of the
consummation of the Transactions will not be, (a) in violation of its charter or
bylaws or other organizational documents, (b) in default in the performance of
any bond, debenture, note, indenture, mortgage, deed of trust or other agreement
or instrument to which it is a party or by which it is bound or to which any of
its properties is subject or (c) in violation of any local, state, federal or
foreign law, statute, ordinance, rule, regulation, requirement, judgment or
court decree (including, without limitation, environmental laws, statutes,
ordinances, rules, regulations, requirements, judgments or court decrees)
applicable to it or any of its assets or properties (whether owned or leased),
that, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.

          2. There is (a) no action, suit, investigation or proceeding before or
by any court, arbitrator or governmental agency, body or authority or
administrative agency, domestic or foreign, now pending or, to my knowledge,
threatened or contemplated, to which the Company and its subsidiaries is or may
be a party or to which the business or property of the Company and its
subsidiaries is or may be subject, (b) no statute, rule, regulation or order
that has been enacted, adopted or issued by any governmental agency or that to
my knowledge has been proposed by any governmental agency, body or authority or
administrative agency, and (c) no injunction, restraining order or order of any
nature by a federal or state court or foreign court of


                                      D-1



competent jurisdiction to which the Company and its subsidiaries is or may be
subject or to which the business, assets, or property of the Company and its
subsidiaries is or may be subject, that, in the case of clauses (a), (b) and (c)
above, (1) is required to be disclosed in the Final Offering Circular and that
is not disclosed, or (2) would reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.

          3. Except as described in the Final Offering Circular, all of the
outstanding shares of capital stock of each subsidiary of the Company are owned,
directly or indirectly, by the Company, free and clear of any security interest,
claim, lien, limitation on voting rights or encumbrance; and all such securities
have been duly authorized, validly issued and are fully paid and nonassessable
and were not issued in violation of any preemptive or similar rights.

          4. There are not currently any outstanding subscriptions, rights,
warrants, calls, commitments of sale or options to acquire, or instruments
convertible into or exchangeable for, any capital stock, membership interests or
other equity interests of the Company or its subsidiaries.

          5. There are no holders of securities of the Company or its
subsidiaries who, by reason of the execution by the Company and the Guarantors
of the Purchase Agreement or any other Operative Document to which it is a party
or the consummation by the Company or any of the Guarantors of the transactions
contemplated thereby, have the right to request or demand that the Company or
any of its subsidiaries register under the Securities Act or analogous foreign
laws and regulations securities held by them other than pursuant to the
Registration Rights Agreement.

The foregoing opinions are subject to the following qualifications and
limitations:

          A. The opinions expressed herein are based on and limited to the laws
of the State of New York and the General Corporate Law of the State of Delaware,
and no opinion is expressed with respect to the laws of any other state or
jurisdiction.

          B. The opinions expressed herein are based upon the facts in existence
and the laws in effect on the date hereof, and I expressly disclaim any
obligation to update such opinions, regardless of whether changes in such facts
or law come to my attention after the delivery hereof.

          C. I express only those opinions directly stated herein, and any
opinions by implication or inference are expressly disclaimed.

          D. This opinion is solely for the benefit of the addressees hereof and
may not be relied upon by any other person.


                                      D-2



          E. This opinion is rendered by me on behalf of, and solely in my
capacity as Senior Vice President, Secretary and General Counsel of, the
Company.

          F. I am not admitted to practice in the State of Delaware.

Best regards,


- ----------------------------------------
Judy C. Norris,
Senior Vice President, Secretary and General Counsel


                                      D-3

EX-3.1.(I)

                          CERTIFICATE OF INCORPORATION

                                       of

                               CA INVESTMENT CORP.

            The undersigned incorporator, in order to form a corporation under
the General Corporation Law of the State of Delaware, as amended from time to
time (the "General Corporation Law"), certifies as follows:

            1.    Name. The name of the corporation is CA Investment Corp. (the
"Corporation").

            2.    Address; Registered Office and Agent. The address of the
Corporation's registered office is 615 South DuPont Highway, City of Dover,
County of Kent, State of Delaware 19901; and the name of its registered agent at
such address is National Corporate Research, Ltd.

            3.    Purposes. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law.

            4.    Number of Shares. The total number of shares of stock that the
Corporation shall have authority to issue is: Two Hundred (200), all of which
shall be shares of Common Stock of the par value of One Cent ($.01) each.

            5.    Name and Mailing Address of Incorporator. The name and mailing
address of the incorporator are: Michael S. Hong, c/o Paul, Weiss, Rifkind,
Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York
10019-6064.




                                                                               2

            6.    Election of Directors. Unless and except to the extent that
the By-laws of the Corporation (the "By-laws") shall so require, the election of
directors of the Corporation need not be by written ballot.

            7.    Limitation of Liability. To the fullest extent permitted under
the General Corporation Law, no director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.

            Any amendment, repeal or modification of the foregoing provision
shall not adversely affect any right or protection of a director of the
Corporation hereunder in respect of any act or omission occurring prior to the
time of such amendment, repeal or modification.

            8.    Indemnification.

                  8.1   Right to Indemnification. The Corporation shall
indemnify and hold harmless, to the fullest extent permitted by applicable law
as it presently exists or may hereafter be amended, any person (a "Covered
Person") who was or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), by reason of the fact that he
or she, or a person for whom he or she is the legal representative, is or was a
director or officer of the Corporation or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust, enterprise or nonprofit entity (an "Other Entity"), including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses (including attorneys' fees) reasonably




                                                                               3

incurred by such Covered Person. Notwithstanding the preceding sentence, except
as otherwise provided in Section 8.3, the Corporation shall be required to
indemnify a Covered Person in connection with a Proceeding (or part thereof)
commenced by such Covered Person only if the commencement of such Proceeding (or
part thereof) by the Covered Person was authorized by the Board of Directors of
the Corporation (the "Board").

                  8.2   Prepayment of Expenses. The Corporation shall pay the
expenses (including attorneys' fees) incurred by a Covered Person in defending
any Proceeding in advance of its final disposition; provided, however, that, to
the extent required by applicable law, such payment of expenses in advance of
the final disposition of the Proceeding shall be made only upon receipt of an
undertaking by the Covered Person to repay all amounts advanced if it should be
ultimately determined that the Covered Person is not entitled to be indemnified
under this Article 8 or otherwise.

                  8.3   Claims. If a claim for indemnification or advancement of
expenses under this Article 8 is not paid in full within 30 days after a written
claim therefore by the Covered Person has been received by the Corporation, the
Covered Person may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action the Corporation shall have the burden
of proving that the Covered Person is not entitled to the requested
indemnification or advancement of expenses under applicable law.

                  8.4   Nonexclusivity of Rights. The rights conferred on any
Covered Person by this Article 8 shall not be exclusive of any other rights that
such




                                                                               4

Covered Person may have or hereafter acquire under any statute, provision of
this Certificate of Incorporation, the By-laws, agreement, vote of stockholders
or disinterested directors or otherwise.

                  8.5   Other Sources. The Corporation's obligation, if any, to
indemnify or to advance expenses to any Covered Person who was or is serving at
its request as a director, officer, employee or agent of an Other Entity shall
be reduced by any amount such Covered Person may collect as indemnification or
advancement of expenses from such Other Entity.

                  8.6   Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article 8 shall not adversely affect any right or
protection hereunder of any Covered Person in respect of any act or omission
occurring prior to the time of such repeal or modification.

                  8.7   Other Indemnification and Prepayment of Expenses. This
Article 8 shall not limit the right of the Corporation, to the extent and in the
manner permitted by applicable law, to indemnify and to advance expenses to
persons other than Covered Persons when and as authorized by appropriate
corporate action.

            9.    Adoption, Amendment and/or Repeal of By-Laws. In furtherance
and not in limitation of the powers conferred by the laws of the State of
Delaware, the Board is expressly authorized to make, alter and repeal the
By-laws, subject to the power of the stockholders of the Corporation to alter or
repeal any By-law whether adopted by them or otherwise.

            10.   Powers of Incorporators. The powers of the incorporators are
to terminate upon the filing of this Certificate of Incorporation with the
Secretary of State of




                                                                               5

the State of Delaware. The name and mailing address of the persons who are to
serve as the initial directors of the Corporation, or until their successors are
duly elected and qualified, are:


                        Edward P. Taibi
                        c/o M&F Worldwide Corp.
                        35 East 62nd Street
                        New York, New York 10021

            11.   Certificate Amendments. The Corporation reserves the right at
any time, and from time to time, to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, and other provisions authorized
by the laws of the State of Delaware at the time in force may be added or
inserted, in the manner now or hereafter prescribed by applicable law; and all
rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the rights reserved in this article.

            WITNESS the signature of this Certificate of Incorporation this 19th
day of October, 2005.


                                                  /s/ Michael S. Hong
                                             -----------------------------------
                                               Michael S. Hong, Incorporator




                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                               CA INVESTMENT CORP.

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

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

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

            CA Investment Corp., a Delaware corporation (hereinafter called the
"Corporation"), does hereby certify as follows:

            FIRST: Article 2 of the Corporation's Certificate of Incorporation
is hereby amended to read in its entirety as set forth below:

            "2.   Address; Registered Office and Agent. The address of the
Corporation's registered office is 2711 Centerville Road, Suite 400, County of
New Castle, Wilmington, Delaware 19808; and the name of its registered agent at
such address is Corporation Service Company."

            SECOND: Article 12 is hereby added to the Corporation's Certificate
of Incorporation and shall read as set forth below:

            "12.  Section 203. The Corporation hereby expressly elects not to be
bound or governed by, or otherwise subject to, Section 203 of the Delaware
General Corporation Law."

            THIRD: This Certificate of Amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware ("DGCL") and by the written consent of its stockholders in
accordance with Section 228 of the DGCL.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




            IN WITNESS WHEREOF, the Corporation has caused this Certificate to
be duly executed this 14th day of December, 2005.


                                            CA INVESTMENT CORP.


                                            By: /s/ Edward P. Taibi
                                                --------------------------------
                                                Name: Edward P. Taibi
                                                Title: Vice President






                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                                 NOVAR USA INC.

                                  WITH AND INTO

                               CA INVESTMENT CORP.


  (PURSUANT TO SS 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)


            CA Investment Corp., a corporation organized and existing under and
by virtue of the Delaware General Corporation Law, does hereby certify:

            1.    CA Investment Corp. is a business corporation of the State of
Delaware incorporated on October 19, 2005.

            2.    CA Investment Corp. is the owner of (i) the issued and
outstanding shares of common stock, $0.01 par value per share (the "Common
Stock"), and (ii) the issued and outstanding shares of special common stock
(non-voting), $0.01 par value per share (the "Special Common Stock"), of Novar
USA Inc., a business corporation of the State of Delaware incorporated on
September 3, 1993. The Common Stock and the Special Common Stock constitute the
only classes of stock of Subsidiary with shares outstanding.

            3.    CA Investment Corp., by resolutions (a true copy of which is
attached hereto as Annex A) of the Board of Directors duly adopted as of
December 15, 2005, determined, among other things, to merge Novar USA Inc. with
and into CA Investment Corp. Such resolutions have not been modified or
rescinded and are in full force and effect as of the date hereof.

            4.    The Certificate of Ownership and Merger shall be deemed
effective immediately upon its filing with the Secretary of State of the State
of Delaware.

            5.    The name of the corporation surviving the merger is "CA
Investment Corp.," which is hereby amended and changed to "Clarke American
Corp."

                             *         *         *




            IN WITNESS WHEREOF, CA INVESTMENT CORP. has caused this Certificate
of Ownership and Merger to be executed in its corporate name on the date set
forth below.

Dated: December 15, 2005

                                         CA INVESTMENT CORP.


                                         By: /s/ Edward P. Taibi
                                             -----------------------------------
                                             Name: Edward P. Taibi
                                             Title: Assistant Secretary





                                                                         Annex A

                      Resolutions of the Board of Directors
                             of CA Investment Corp.

I.    The Merger.

      A.    Merger of Novar USA Inc. into CA Investment Corp.

            RESOLVED, that effective upon the filing of an appropriate
Certificate of Ownership and Merger with the Secretary of State of the State of
Delaware, Novar USA Inc. ("Subsidiary") shall be merged with and into CA
Investment Corp. (the "Corporation") (the "Merger") with the Corporation
remaining as the surviving corporation (the "Surviving Corporation") in the
Merger pursuant to Section 253 of the General Corporation Law of the State of
Delaware (the "DGCL"); and it is further

            RESOLVED, that in the Merger all of the estate, property, rights,
privileges, powers and franchises of the Subsidiary be vested in and held and
enjoyed by the Surviving Corporation as fully and entirely and without change or
diminution as the same were before held and enjoyed by the Subsidiary; and it is
further

            RESOLVED, that the Surviving Corporation shall assume all of the
obligations of the Subsidiary; and it is further

            RESOLVED, that the President or any Vice President of the
Corporation, acting individually, and any Assistant Secretary of the Corporation
be, and each of them hereby is, authorized and directed to prepare, execute and
acknowledge in the name of and on behalf of the Corporation a Certificate of
Ownership and Merger setting forth, among other things, a copy of these
resolutions and the date of their adoption; and that such officers are hereby
authorized and directed to cause such executed Certificate of Ownership and
Merger to be filed with the Secretary of State of the State of Delaware, all in
accordance with Sections 103 and 253 of the DGCL; and it is further

            RESOLVED, that the Merger shall deemed to have become effective and
the corporate existence of the Subsidiary shall cease immediately upon the
filing of the Certificate of Ownership and Merger with the Secretary of State of
the State of Delaware in accordance with Sections 103 and 253 of the DGCL (the
"Effective Time").

      B.    Treatment of Shares.

            RESOLVED, that in the Merger each issued and outstanding share of
each class of capital stock of Subsidiary held by the Corporation shall be
cancelled and shall cease to exist and no consideration shall be delivered in
exchange therefor; and it is further

            RESOLVED, that each issued and outstanding share of each class of
capital stock of the Corporation shall, following the Merger, remain outstanding
and shall be unaffected by the Merger.




                                                                               2

      C.    Change of Name.

            RESOLVED, that, at the Effective Time, the Surviving Corporation
shall change its corporate name to Clarke American Corp.

      D.    Certificate of Incorporation and By-Laws of the Surviving
Corporation.

            RESOLVED, that, the certificate of incorporation of the Corporation,
as in effect immediately prior to the Effective Time, shall be the certificate
of incorporation of the Surviving Corporation until thereafter amended as
provided by law and such certificate of incorporation, and the By-laws of the
Corporation, as in effect immediately prior to the Effective Time, shall be the
By-laws of the Surviving Corporation until thereafter amended as provided by
law, the certificate of incorporation of the Surviving Corporation and such
By-laws, and the Merger shall have the effects set forth in the DGCL.

      E.    Directors and Officers of the Surviving Corporation.

            RESOLVED, that, the director of the Corporation, immediately prior
to the Effective Time, shall be the director of the Surviving Corporation as of
the Effective Time until his successor or successors are duly elected or
appointed and qualified in accordance with the certificate of incorporation of
the Surviving Corporation, the By-laws of the Surviving Corporation and the
DGCL; and it is further

            RESOLVED, that, the officers of the Corporation, immediately prior
to the Effective Time, shall be the officers of the Surviving Corporation as of
the Effective Time until their successors are duly elected or appointed and
qualified in accordance with the certificate of incorporation of the Surviving
Corporation, the By-laws of the Surviving Corporation and the DGCL.

II.   General Authorization.

            RESOLVED, that all actions previously taken by any director,
officer, employee or agent of the Corporation in connection with or related to
the matters set forth in or reasonably contemplated by the foregoing
resolutions, be, and each of them hereby is, adopted, ratified, confirmed and
approved in all respects as the acts and deeds of the Corporation; and it is
further

            RESOLVED, that the officers be, and each of them hereby is,
authorized and empowered, in the name and on behalf of the Corporation, to take
any action (including, without limitation, the payment of fees and expenses) and
to execute (by manual or facsimile signature) and deliver all such further
documents, contracts, letters, agreements, instruments, drafts, receipts or
other writings that such officer or officers may in their sole discretion deem
necessary, appropriate or desirable to carry out, comply with and effectuate the
purposes of the foregoing resolutions and the transactions contemplated thereby,
including the Merger, and that the authority of such officers to execute and
deliver any of such documents and instruments, including without limitation any
modification,




                                                                               3

extension or expansion, and to take any such other action, shall be conclusively
evidenced by their execution and delivery thereof or their taking thereof; and
it is further

            RESOLVED, that in connection with the transactions contemplated in
the preceding resolutions, the officers be, and each of them hereby is,
authorized, in the name and on behalf of the Corporation, to certify any more
formal or detailed resolutions as such officers may deem necessary or
appropriate to effectuate the intent of the foregoing resolutions and that such
officers be, and each of them hereby is, authorized and directed to annex such
resolutions to these resolutions, and thereupon such resolutions shall be deemed
adopted as and for the resolutions of this Board of Directors as if set forth at
length in these resolutions; and it is further

            RESOLVED, that the authority heretofore granted to, and any and all
actions heretofore taken by, the officers in connection with these resolutions
be, and the same hereby are, ratified, confirmed and approved in all respects.





                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                                CORE SKILLS INC.

                                  WITH AND INTO

                              CLARKE AMERICAN CORP.


      (PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE
                                  OF DELAWARE)


         Clarke American Corp., a corporation organized and existing under and
by virtue of the Delaware General Corporation Law, does hereby certify:

         1. Clarke American Corp. is a business corporation of the State of
Delaware incorporated on October 19, 2005.

         2. Clarke American Corp. is the owner of all of the issued and
outstanding shares of common stock, no par value per share (the "Common Stock"),
of Core Skills Inc., a business corporation of the State of Delaware
incorporated on February 7, 1985. The Common Stock constitutes the only class of
stock of Core Skills Inc. with shares outstanding.

         3. Clarke American Corp., by resolutions (a true copy of which is
attached hereto as Annex A) of the Board of Directors duly adopted as of March
28, 2006, determined, among other things, to merge Core Skills Inc. with and
into Clarke American Corp. Such resolutions have not been modified or rescinded
and are in full force and effect as of the date hereof.

         4. The Certificate of Ownership and Merger shall be deemed effective
immediately upon its filing with the Secretary of State of the State of
Delaware.

         5. The name of the corporation surviving the merger is "Clarke American
Corp."


                            *         *         *






         IN WITNESS WHEREOF, CLARKE AMERICAN CORP. has caused this Certificate
of Ownership and Merger to be executed in its corporate name on the date set
forth below.

Dated:  March 28, 2006

                                               CLARKE AMERICAN CORP.


                                               By:   /s/ Edward P. Taibi
                                                  ------------------------------
                                                  Name:  Edward P. Taibi
                                                  Title: Assistant Secretary










Certificate of Ownership and Merger - Core Skills Inc. into Clarke American
Corp.



                                                                         Annex A
                                                                         -------

                      Resolutions of the Board of Directors
                            of Clarke American Corp.
                            ------------------------

I. The Merger.

     A. Merger of Core Skills Inc. into Clarke American Corp.

         RESOLVED, that effective upon the filing of an appropriate Certificate
of Ownership and Merger with the Secretary of State of the State of Delaware,
Core Skills Inc. (the "Subsidiary") shall be merged with and into Clarke
American Corp. (the "Corporation") (the "Merger") with the Corporation remaining
as the surviving corporation (the "Surviving Corporation") in the Merger
pursuant to Section 253 of the General Corporation Law of the State of Delaware
(the "DGCL"); and it is further

         RESOLVED, that in the Merger all of the estate, property, rights,
privileges, powers and franchises of the Subsidiary be vested in and held and
enjoyed by the Surviving Corporation as fully and entirely and without change or
diminution as the same were before held and enjoyed by the Subsidiary; and it is
further

         RESOLVED, that the Surviving Corporation shall assume all of the
obligations of the Subsidiary; and it is further

         RESOLVED, that the President or any Vice President of the Corporation,
acting individually, and any Assistant Secretary of the Corporation be, and each
of them hereby is, authorized and directed to prepare, execute and acknowledge
in the name of and on behalf of the Corporation a Certificate of Ownership and
Merger setting forth, among other things, a copy of these resolutions and the
date of their adoption; and that such officers are hereby authorized and
directed to cause such executed Certificate of Ownership and Merger to be filed
with the Secretary of State of the State of Delaware, all in accordance with
Sections 103 and 253 of the DGCL; and it is further

         RESOLVED, that the Merger shall deemed to have become effective and the
corporate existence of the Subsidiary shall cease immediately upon the filing of
the Certificate of Ownership and Merger with the Secretary of State of the State
of Delaware in accordance with Sections 103 and 253 of the DGCL (the "Effective
Time").

     B. Treatment of Shares.

         RESOLVED, that in the Merger each issued and outstanding share of each
class of capital stock of Subsidiary held by the Corporation shall be cancelled
and shall cease to exist and no consideration shall be delivered in exchange
therefor; and it is further

         RESOLVED, that each issued and outstanding share of each class of
capital stock of the Corporation shall, following the Merger, remain outstanding
and shall be unaffected by the Merger.




                                                                               2

     C. Certificate of Incorporation and By-Laws of the Surviving Corporation.

         RESOLVED, that, the certificate of incorporation of the Corporation, as
in effect immediately prior to the Effective Time, shall be the certificate of
incorporation of the Surviving Corporation until thereafter amended as provided
by law and such certificate of incorporation, and the By-laws of the
Corporation, as in effect immediately prior to the Effective Time, shall be the
By-laws of the Surviving Corporation until thereafter amended as provided by
law, the certificate of incorporation of the Surviving Corporation and such
By-laws, and the Merger shall have the effects set forth in the DGCL.

     D. Directors and Officers of the Surviving Corporation.

         RESOLVED, that, the directors of the Corporation, immediately prior to
the Effective Time, shall be the directors of the Surviving Corporation as of
the Effective Time until their successors are duly elected or appointed and
qualified in accordance with the certificate of incorporation of the Surviving
Corporation, the By-laws of the Surviving Corporation and the DGCL; and it is
further

         RESOLVED, that, the officers of the Corporation, immediately prior to
the Effective Time, shall be the officers of the Surviving Corporation as of the
Effective Time until their successors are duly elected or appointed and
qualified in accordance with the certificate of incorporation of the Surviving
Corporation, the By-laws of the Surviving Corporation and the DGCL.

II. General Authorization.

         RESOLVED, that all actions previously taken by any director, officer,
employee or agent of the Corporation in connection with or related to the
matters set forth in or reasonably contemplated by the foregoing resolutions,
be, and each of them hereby is, adopted, ratified, confirmed and approved in all
respects as the acts and deeds of the Corporation; and it is further

         RESOLVED, that the officers be, and each of them hereby is, authorized
and empowered, in the name and on behalf of the Corporation, to take any action
(including, without limitation, the payment of fees and expenses) and to execute
(by manual or facsimile signature) and deliver all such further documents,
contracts, letters, agreements, instruments, drafts, receipts or other writings
that such officer or officers may in their sole discretion deem necessary,
appropriate or desirable to carry out, comply with and effectuate the purposes
of the foregoing resolutions and the transactions contemplated thereby,
including the Merger, and that the authority of such officers to execute and
deliver any of such documents and instruments, including without limitation any
modification, extension or expansion, and to take any such other action, shall
be conclusively evidenced by their execution and delivery thereof or their
taking thereof; and it is further extension or expansion, and to take any such
other action, shall be conclusively evidenced by their execution and delivery
thereof or their taking thereof; and it is further

         RESOLVED, that in connection with the transactions contemplated in the
preceding resolutions, the officers be, and each of them hereby is, authorized,
in the name





                                                                               3


and on behalf of the Corporation, to certify any more formal or detailed
resolutions as such officers may deem necessary or appropriate to effectuate the
intent of the foregoing resolutions and that such officers be, and each of them
hereby is, authorized and directed to annex such resolutions to these
resolutions, and thereupon such resolutions shall be deemed adopted as and for
the resolutions of this Board of Directors as if set forth at length in these
resolutions; and it is further

         RESOLVED, that the authority heretofore granted to, and any and all
actions heretofore taken by, the officers in connection with these resolutions
be, and the same hereby are, ratified, confirmed and approved in all respects.








                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                              CLARKE AMERICAN CORP.



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

                 Pursuant to Sections 228 and 242 of the General
                    Corporation Law of the State of Delaware

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



         Clarke American Corp., a Delaware corporation (hereinafter called the
"Corporation"), does hereby certify as follows:

         FIRST: Article 1 of the Corporation's Certificate of Incorporation is
hereby amended to read in its entirety as set forth below:

         1: The name of the corporation is Harland Clarke Holdings Corp.
     (hereinafter the "Corporation").

         SECOND: The foregoing amendment was duly adopted in accordance with
Sections 228 and 242 of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
duly executed in its corporate name this 2nd day of May, 2007.



                                                     CLARKE AMERICAN CORP.


                                                     By: /s/ Judy C. Norris
                                                        ----------------------
                                                     Name:  Judy C. Norris
                                                     Title: Authorized Person

EX-3.5.(I)

                            ARTICLES OF INCORPORATION

                                       OF

                             CENTRALIA HOLDING CORP.

     1. The name of the Corporation is Centralia Holding Corp.

     2. The Corporation is authorized to issue 1,000 shares of stock, designated
as "Common Stock." Each share of Common Stock shall have one vote on each matter
submitted to a vote of the shareholders of the Corporation. The holders of
shares of Common Stock shall be entitled to receive, in proportion to the number
of shares of Common Stock held, the net assets of the Corporation upon
dissolution.

     3. The initial Board of Directors of the Corporation shall consist of three
(3) members, whose names and addresses are as follows:

     Michael S. Rupe
     John H. Harland Company
     2939 Miller Road
     Decatur, Georgia  30035

     I. Ward Lang
     John H. Harland Company
     2939 Miller Road
     Decatur, Georgia  30035

     Robert R. Woodson
     John H. Harland Company
     2939 Miller Road
     Decatur, Georgia  30035



     4. The street address and county of the initial registered office of the
Corporation in the State of Georgia is c/o John H. Harland Company, 2939 Miller
Road, Decatur, DeKalb County, Georgia 30035. The initial registered agent of the
Corporation at such address is I. Ward Lang.

     5. The name and address of the Incorporator are Edward J. Hawie, 191
Peachtree Street, Suite 4900, Atlanta, Georgia 30305.

     6. The mailing address of the initial principal office of the Corporation
is c/o John H. Harland Company, 2939 Miller Road, Decatur, Georgia 30035.

     IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation.


                                        /s/ EDWARD J HAWIE
                                        ----------------------------------------
                                        Edward J. Hawie
                                        Incorporator


                                        2

EX-3.5.(II)

                                    BYLAWS OF

                             CENTRALIA HOLDING CORP.

                                  SHAREHOLDERS

     Section 1. Annual Meeting. An annual meeting of the shareholders shall be
held at such place, either within or without the State of Georgia, on such date
and at such time as the Board of Directors may by resolution provide, or if the
Board of Directors fails to provide, then such meeting shall be held at the
principal office of the Corporation at 10:00 A.M. on the fourth Friday of the
fourth calendar month after the end of the Corporation's fiscal year, if not a
legal holiday under the laws of the State of Georgia, and if a legal holiday, on
the next succeeding business day.

     Section 2. Special Meeting. Special meetings of the shareholders may be
called at any time by the Board of Directors. A special meeting of the
shareholders shall be called if the holders of at least twenty-five percent
(25%) of the votes entitled to be cast on any issue to be considered at the
proposed special meeting sign, date and deliver to the Corporation's Secretary
one or more written demands for the meeting describing the purpose or purposes
for which it is to be held. A special meeting called by the Board of Directors
shall be held at such place, either within or without the State of Georgia, as
is stated in the notice thereof. A special meeting called at the demand of
shareholders pursuant to this Section 2 shall be held at such place in the State
of Georgia as is stated in the notice thereof.

     Section 3. Notice of Meetings. Written notice of each meeting of
shareholders, stating the date, time and place of the meeting, and describing
the purpose or purposes of the meeting if it is a special meeting, shall be
mailed to each shareholder entitled to vote at such meeting at such
shareholder's address shown on the Corporation's current record of shareholders
not less than ten (10) nor more than sixty (60) days prior to such meeting. If
an amendment to the Articles of Incorporation, a plan of merger or share
exchange, or a sale of assets of the Corporation is to be considered at any
annual or special meeting, the written notice shall state that consideration of
such action is one of the purposes of such meeting. A shareholder may waive
notice of a meeting before or after the meeting. The waiver must be in writing,
must be signed by the shareholder entitled to the notice, and must be delivered
to the Corporation for inclusion in the minutes or filing with the corporate
records. A shareholder's attendance at a meeting (1) waives objection to lack of
notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding a meeting or transacting business at
the meeting, and (2) waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented. Neither the business transacted at, nor the purpose of, any meeting
need be stated in a waiver of notice of a meeting, except that, with respect to
a waiver of notice of a meeting at which an amendment to the



Articles of Incorporation, a plan of merger or share exchange, a sale of assets,
or any other action that would entitle the shareholder to dissenter's rights, is
submitted to a vote of shareholders, the same material that the Georgia Business
Corporation Code would have required to be sent to the shareholder in a notice
of the meeting must be delivered to the shareholder prior to such shareholder's
execution of the waiver of notice, or the waiver itself must expressly waive the
right to such material.

     Notice of any meeting shall be given by or at the direction of the Chief
Executive Officer or the Secretary. No notice need be given of the new date,
time or place of reconvening any adjourned meeting, if the new date, time and
place to which the meeting is adjourned are announced at the adjourned meeting
before adjournment, except that, if a new record date for the adjourned meeting
is or must be fixed under the applicable provisions of the Georgia Business
Corporation Code, notice of the adjourned meeting must be given to persons who
are shareholders as of the new record date.

     Section 4. List of Shareholders. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make an alphabetical
list of the shareholders entitled to notice of a meeting of shareholders or any
adjournment thereof, arranged by voting group (and within each voting group by
class or series of shares) and showing the address of and number of shares held
by each shareholder. Such list shall be available for inspection by any
shareholder, his agent, or his attorney at the time and place of the meeting.

     Section 5. Quorum; Required Shareholder Vote. A quorum for the transaction
of business at any annual or special meeting of shareholders shall exist when
the holders of shares representing a majority of the votes entitled to be cast
are represented either in person or by proxy at such meeting. Once a share is
represented for any purpose at a meeting other than solely to object to holding
the meeting or transacting business at the meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be (under the provisions of the
Georgia Business Corporation Code) set for that adjourned meeting. If a quorum
is present, the affirmative vote of such number of shares as is required by the
Georgia Business Corporation Code (as in effect at the time the vote is taken)
for approval of a matter shall be the act of the shareholders, unless a greater
vote is required by the Articles of Incorporation.

     Section 6. Proxies. A shareholder may vote either in person or by a proxy
that such shareholder has duly executed in writing. No proxy shall be valid
after eleven (11) months from the date of its execution unless a longer period
is expressly provided in the proxy.

     Section 7. Action of Shareholders Without Meeting. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if one or more written consents, describing the action so taken, are
signed by all of the shareholders entitled to vote on the action. A written
consent shall not be valid unless the consenting shareholder has been furnished
the same material that, under the Georgia Business Corporation Code, would have
been required to be sent to shareholders in a


                                       2



notice of a meeting at which the proposed action would have been submitted to
the shareholders for action, including notice of any applicable dissenters'
rights, or the consent expressly waives the right to receive the material
otherwise required to be furnished. Action by written consent pursuant hereto
shall have the same force and effect as a unanimous affirmative vote of the
shareholders entitled to vote on the action and shall be filed with the minutes
of the proceedings of the shareholders.

     Section 8. Conduct of Shareholders Meetings. The Chief Executive Officer
shall preside at shareholders' meetings and shall establish such reasonable
procedures for the conduct of shareholders' meetings as such officer deems to be
necessary or appropriate, subject to the authority of the Board of Directors to
appoint a different presiding officer and to establish additional or different
procedures.

                                    DIRECTORS

     Section 1. Power of Directors. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of, the Board of Directors, subject to any
limitation set forth in the Articles of Incorporation, bylaws approved by the
shareholders, or agreements among the shareholders that are otherwise lawful.

     Section 2. Composition of the Board. The Board of Directors of the
Corporation shall consist of the number of directors provided in the Articles of
Incorporation for the initial Board of Directors (or, if the initial Board of
Directors is not provided for in the Articles of Incorporation, the number of
directors elected by the incorporator as the initial Board of Directors), and
such number shall be subject to change by amending this Section of these Bylaws.
Unless otherwise permitted by the Georgia Business Corporation Code, directors
shall be natural persons who are 18 years of age or older. At each annual
meeting the shareholders shall elect the directors, who shall serve until their
successors are elected and qualified; provided that at any shareholders' meeting
with respect to which notice of such purpose has been given, the entire Board of
Directors or any individual director may be removed, with or without cause, by
the affirmative vote of the holders of a majority of the shares entitled to vote
at an election of directors.

     Section 3. Meetings of the Board; Notice of Meetings; Waiver of Notice. The
Board of Directors may hold regular meetings in accordance with such schedule as
may be established by the Board of Directors and no notice of such regular
meetings need be given. Special meetings of the Board of Directors may be called
by the Chief Executive Officer or by any director, and written notice of the
time and place of such meetings shall be given to each director by first class
mail at least six (6) days before the meeting or by telephone, telegraph, telex,
facsimile, cablegram or in person at least two (2) days before the meeting. Any
director may waive notice required to be given of a meeting, either before or
after the meeting, and shall be deemed to have waived notice if he is present at
or participates in such meeting unless the director at the beginning of the
meeting (or promptly upon the director's arrival) objects to holding the meeting
or transacting


                                       3



business at the meeting and does not thereafter vote for or assent to action
taken at the meeting. Neither the business to be transacted at, nor the purpose
of, any meeting of the Board of Directors need be stated in the notice or waiver
of notice of such meeting. Any meeting may be held at any place within or
without the State of Georgia.

     Section 4. Quorum; Vote Requirement. A majority of the number of directors
last fixed in accordance with Article II, Section 2, of these Bylaws shall
constitute a quorum for the transaction of business at any meeting. When a
quorum is present, the vote of a majority of the directors present shall be the
act of the Board of Directors, unless a greater vote is required by law, by the
Articles of Incorporation, or by these Bylaws.

     Section 5. Action of Board Without Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if one or more written consents,
describing the action so taken, are signed by all the directors or all members
of such committee and delivered to the Corporation for inclusion in the minutes
or filing with the corporate records.

     Section 6. Committees. The Board of Directors may designate from among its
members such committees as it deems necessary or desirable, each composed of one
or more directors, which may exercise such authority as is delegated by the
Board of Directors, provided that no committee shall have the authority of the
Board of Directors in reference to (1) approve or propose to shareholders action
that the Georgia Business Corporation Code requires to be approved by
shareholders; (2) fill vacancies on the Board of Directors or any of its
committees; (3) amend the Articles of Incorporation pursuant to Section
14-2-1002 of the Georgia Business Corporation Code; (4) adopt, amend or repeal
bylaws; or (5) approve a plan of merger not requiring shareholder approval.

     Section 7. Vacancies. A vacancy occurring in the Board of Directors may be
filled by the shareholders, or by the Board of Directors, or, if the directors
remaining in office constitute fewer than a quorum of the Board of Directors, by
the affirmative vote of a majority of all the directors remaining in office.

                                    OFFICERS

     Section 1. Executive Structure of the Corporation. The officers of the
Corporation shall be elected by the Board of Directors and shall consist of such
persons as are elected by the Board of Directors, with such titles as are
required by these Bylaws and as may be otherwise established by the Board of
Directors. Each officer shall hold office for the term for which such officer
has been elected or appointed and until such officer's successor has been
elected or appointed and has qualified, or until such officer's earlier
resignation, removal from office or death. Any two or more offices may be held
by the same person.


                                        4



     Section 2. Chief Executive Officer. The Board of Directors shall designate
an officer as the Chief Executive Officer of the Corporation (in addition to any
other title the officer may have), and such officer shall give general
supervision and direction to the affairs of the Corporation, subject to the
direction of the Board of Directors.

     Section 3. Secretary. The Board of Directors shall designate an officer as
the Secretary of the Corporation, and such officer shall have responsibility for
preparing minutes of the directors' and shareholders' meetings and for
authenticating records of the Corporation.

     Section 4. Other Duties and Authority. Each officer, employee and agent of
the Corporation shall have such duties and authority as may be conferred upon
such officer, employee or agent by the Board of Directors or delegated to such
officer, employee or agent by the Chief Executive Officer or by one or more
officers to whom such authority is delegated by the Chief Executive Officer.

     Section 5. Removal of Officers. Any officer may be removed at any time by
the Board of Directors with or without cause, and such vacancy may be filled by
the Board of Directors. This provision shall not prevent the making of a
contract of employment for a definite term with any officer and shall have no
effect upon any cause of action which any officer may have as a result of such
officer's removal in breach of a contract of employment.

     Section 6. Compensation. The salaries of the officers shall be fixed from
time to time by the Chief Executive Officer or by one or more officers to whom
such authority is delegated by the Chief Executive Officer, subject to the
authority of the Board of Directors to fix salaries to the extent it desires to
do so. No officer shall be prevented from receiving such salary by reason of the
fact that such officer is also a director of the Corporation.

                                      STOCK

     Section 1. Stock Certificates. The shares of stock of the Corporation shall
be represented by certificates in such form as may be approved by the Board of
Directors, which certificates shall be issued to the shareholders of the
Corporation in numerical order from the stock book of the Corporation, and each
of which shall bear the name of the Corporation and state that it is organized
under the laws of the State of Georgia, the name of the shareholder, the number
and class (and the designation of the series, if any) of the shares represented,
and which shall be signed by the Chief Executive Officer of the Corporation.

     Section 2. Transfer of Stock. Shares of stock of the Corporation shall be
transferred only on the books of the Corporation upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or such


                                        5



shareholder's duly authorized attorney-in-fact and with all taxes on the
transfer having been paid. The Corporation may refuse any requested transfer
until furnished evidence satisfactory to it that such transfer is proper. Upon
the surrender of a certificate for transfer of stock, such certificate shall at
once be conspicuously marked on its face "Cancelled" and filed with the
permanent stock records of the Corporation. The Board of Directors may make such
additional rules concerning the issuance, transfer and registration of stock and
requirements regarding the establishment of lost, destroyed or wrongfully taken
stock certificates (including any requirement of an indemnity bond prior to
issuance of any replacement certificate) as it deems appropriate.

                              DEPOSITORIES AND SEAL

     Section 1. Depositories. All funds of the Corporation shall be deposited in
the name of the Corporation in such bank, banks, or other financial institutions
as the Board of Directors may from time to time designate and shall be drawn out
on checks, drafts or other orders signed on behalf of the Corporation by such
person or persons as the Board of Directors (or as one or more officers duly
authorized in accordance with these Bylaws) may from time to time designate.

     Section 2. Seal. The seal of the Corporation shall be as follows:

                          INDEMNIFICATION OF DIRECTORS

     Section 1. Actions Against Directors. The Corporation shall indemnify, to
the fullest extent permitted by the Georgia Business Corporation Code, any
individual made a party to a proceeding (as defined in the Georgia Business
Corporation Code) because such individual is or was a director, against
liability (as defined in the Georgia Business Corporation Code) incurred in the
proceeding, if such individual acted in a manner such individual believed in
good faith to be in or not opposed to the best interests of the Corporation and,
in the case of any criminal proceeding, such individual had no reasonable cause
to believe such individual's conduct was unlawful.

     Section 2. Advance for Expenses of Directors. The Corporation shall pay for
or reimburse the reasonable expenses incurred by a director who is a party to a
proceeding if:


                                        6



     (a) The director furnishes the Corporation a written affirmation of the
director's good faith belief that the director has met the standard of conduct
set forth in Section 1 above; and

     (b) The director furnishes the Corporation a written undertaking, executed
personally or on the director's behalf to repay any advances if it is ultimately
determined that the director not entitled to indemnification.

     The written undertaking required by paragraph (b) above must be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.

                               AMENDMENT OF BYLAWS

     The Board of Directors may amend or repeal these Bylaws or adopt new
bylaws, (a) except to the extent the Articles of Incorporation or the Georgia
Business Corporation Code reserves such power exclusively to the shareholders,
or (b) unless the shareholders in amending or repealing a particular bylaw
provide expressly that the Board of Directors may not amend or repeal that
bylaw. The shareholders may amend or repeal these Bylaws or adopt new bylaws
even though these Bylaws may also be amended or repealed by the Board of
Directors.


                                        7

EX-3.6.(I)

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                        HARLAND CHECKS AND SERVICES, INC.

          The Articles of Incorporation of Harland Checks and Services, Inc. are
as follows:

                                   Article I.

          The name of the corporation is Harland Checks and Services, Inc. (the
"Corporation").

                                  Article II.

          The purpose of the Corporation is to engage in any form or type of
business for any lawful purpose or purposes not specifically prohibited to
corporations for profit under the laws of the State of Georgia and to have all
the rights, powers, privileges and immunities which are now or hereafter may be
allowed to corporations under the laws of the State of Georgia.

                                  Article III.

          The total number of shares of stock which the Corporation shall be
authorized to issue is one thousand (1000) shares of One Cent ($.01) par value
capital stock, all of which shall be designated "Common Stock."

                                  Article IV.

          The initial registered office of the corporation shall be 1201
Peachtree Street NE, Atlanta, Fulton County, Georgia 30361. The initial
registered agent at such address shall be The Corporation Trust Company.

                                   Article V.

          The mailing address of the initial principal office of the Corporation
is: 2939 Miller Road, Decatur, GA 30035.

                                  Article VI.

          The shareholders of the Corporation shall have such rights to take
actions by written consent of less than all shareholders as may be permitted by
Section 14-2-704(a) of the Georgia Business Corporation Code or as Georgia law
or the bylaws of the Corporation may otherwise provide.



                                  Article VII.

          To the fullest extent that the Georgia Business Corporation Code, as
it exists on the date hereof or as it may hereafter be amended, permits the
limitation or elimination of the liability of directors, no director of the
Corporation shall be personally liable to the Corporation or its shareholders
for monetary damages for any action taken, or any failure to take any action, as
a director. No amendment to or repeal of this Article shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.

                                 Article VIII.

          The name and address of the Incorporator of the Corporation are,
respectively, Erica B. Jackson and Troutman Sanders LLP, 600 Peachtree, N.E.,
Suite 5200, Atlanta, Georgia 30308.

EX-3.6.(II)

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                        HARLAND CHECKS AND SERVICES, INC.

                                   MAY 1, 2007



                           AMENDED AND RESTATED BYLAWS
                                       OF
                        HARLAND CHECKS AND SERVICES, INC.

                                   ARTICLE ONE

                                     OFFICES

          1.1 Registered Office and Agent. Harland Checks and Services, Inc.
(the "Corporation") shall at all times maintain a registered office in the State
of Georgia and shall have not more than one (1) registered agent whose business
office is identical with such registered office.

          1.2 Other Offices. The Corporation may have offices at such place or
places, within or outside the State of Georgia, as the Board of Directors of the
Corporation (the "Board of Directors") may from time to time appoint or the
business of the Corporation may require or make desirable.

                                   ARTICLE TWO

                             SHAREHOLDERS' MEETINGS

          2.1 Place of Meetings. Meetings of the shareholders may be held at any
place within or outside the State of Georgia as set forth in the notice thereof
or in the event of a meeting held pursuant to waiver of notice, as may be set
forth in the waiver, or if no place is so specified, at the principal office of
the Corporation.

          2.2 Annual Meetings. The annual meeting of shareholders shall be held
on such date as shall be designated by the Board of Directors for the purpose of
electing Directors of the Corporation ("Directors") and transacting any and all
business that may properly come before the meeting. At the annual meeting of
shareholders, the order of business shall be as determined by the Presiding
Officer of the meeting.

          2.3 Special Meetings. Special meetings of the shareholders shall be
held at the principal office of the Corporation or at such other place as may be
designated in the notice of said meetings upon call of the Board of Directors,
the Chairman of the Board of Directors, any Vice Chairman of the Board of
Directors, the President, the Secretary or at the request in writing of two or
more Directors or of shareholders owning at least twenty-five percent (25%) of
the issued and outstanding capital stock of the Corporation entitled to vote
thereat.

          2.4 Notice of Meetings. Unless waived as contemplated in Section 5.2
hereof or by attendance at the meeting, either in person or by proxy, for any



                                                                               2


purpose other than to state, at the beginning of the meeting, an objection or
objections to the transaction of business, a written or printed notice of each
shareholders' meeting stating the place, day and hour of the meeting shall be
delivered not less than ten (10) days nor more than sixty (60) days before the
date thereof either personally or by mail, by or at the direction of the
President or Secretary or other person calling the meeting, to each shareholder
of record entitled to vote at such meeting. In the case of an annual meeting,
the notice of the meeting need not state the purpose or purposes of the meeting
unless the purpose or purposes constitute a matter which the Georgia Business
Corporation Code (the "Code") requires to be stated in the notice of the
meeting. In the case of a special meeting, the notice of meeting shall state the
purpose or purposes for which the meeting is called. When a meeting is adjourned
to another time or place, unless after the adjournment the Board of Directors
fixes a new record date for the adjourned meeting as may be required pursuant to
Section 2.10 hereof, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken.

          2.5 Quorum. At all meetings of the shareholders, the presence, in
person or by proxy, of the holders of more than fifty (50%) of the shares
outstanding and entitled to vote shall constitute a quorum. A shareholder who
makes a special appearance for purposes of objecting to lack of notice or
defective notice or objecting to holding the meeting or transacting the business
at the meeting shall not be counted for purposes of determining a quorum. If a
quorum is not present to organize a meeting, the meeting may be adjourned
pursuant to Section 2.10 hereof. The shareholders present at a meeting at which
a quorum is present may continue to transact business for the remainder of the
meeting and at any adjournment of the meeting, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum, unless the meeting is adjourned
under circumstances where a new record date is or must be set pursuant to
Section 2.10 hereof.

          2.6 Voting of Shares. Except as otherwise provided by Articles of
Incorporation of the Corporation (the "Articles of Incorporation"), or by
agreement of the shareholders pursuant to Section 2.13 hereof, each outstanding
share having voting rights shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders. Voting on all matters shall be
by voice vote or by show of hands unless any qualified voter, prior to the
voting on any matter, demands vote by ballot, in which case each ballot shall
state the name of the shareholder voting and the number of shares voted by him
or her, and if such ballot be cast by proxy, it shall also state the name of
such proxy. If a quorum is present, action on a matter (other than the election
of Directors) is approved if the votes cast favoring the action exceed the votes
cast opposing the action unless these Bylaws, the Articles of Incorporation or
the Code requires a greater number of affirmative votes. Unless otherwise
provided in the Articles of Incorporation, Directors are elected by a plurality
of the votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is present. Shareholders do not have a right to cumulate their
votes for Directors unless the Articles of Incorporation so provide.



                                                                               3


          2.7 Proxies. A shareholder entitled to vote pursuant to Section 2.6
may vote in person or by proxy executed in writing by the shareholder or by his
or her attorney in fact. A proxy shall not be valid after eleven (11) months
from the date of its execution, unless a longer period is expressly stated
therein.

          2.8 Presiding Officer. The shareholders, by majority vote of those
present, shall have the right to select a person to preside at any shareholders
meeting (the "Presiding Officer"). If the shareholders do not exercise such
right, the Chairman of the Board or in his or her absence the Vice Chairman of
the Board of Directors or in his or her absence an alternate chairman designated
by a majority of the Directors present shall preside. The Presiding Officer
shall appoint such persons as he or she deems required to assist with the
meeting.

          2.9 Corporation's Acceptance or Rejection of Votes or Proxies. The
Corporation is entitled to reject a vote, consent, waiver or proxy appointment
if the Secretary or other Officer or agent authorized to tabulate the votes,
acting in good faith, has reasonable basis to doubt the validity of the
signature on it or about the signatory's authority to sign for the shareholder
or about the faithfulness or completeness of the reproductions when the original
has not been examined. The Corporation and its Officer or agent who accepts or
rejects a vote, consent, waiver or proxy appointment in good faith and in
accordance with Code Section 14-2-722(b) or Code Section 14-2-724 are not liable
in damages to the shareholder for the consequences of the acceptance or
rejection.

          2.10 Adjournments. Any meeting of the shareholders, whether or not a
quorum is present, may be adjourned by the holders of a majority of the voting
shares represented at the meeting to reconvene at a specific time and place. At
any such reconvened meeting at which a quorum is represented or present, any
business may be transacted which could have been transacted at the meeting which
was adjourned. It shall not be necessary to give any notice of the reconvened
meeting or of the business to be transacted, if the time and place of the
reconvened meeting are announced at the meeting which was adjourned, except that
if after adjournment a new record date is set or if the meeting is adjourned to
a date more than 120 days after the date of the original meeting, at which point
a new record date must be set, a notice of the adjourned meeting shall be given
to each shareholder of record as of the new record date.

          2.11 Action of Shareholders Without a Meeting.

          (a) Written Approvals and Consents. Any action which may be taken at a
meeting of the shareholders may be taken without a meeting if one or more
written approvals and consents, setting forth the action authorized, shall be
signed and dated by shareholders who would be entitled to vote at a meeting of
shareholders those shares having voting power to cast not less than the minimum
number (or numbers, in the case of voting by groups) of votes that would be
necessary to authorize or to take such action at a meeting at which all shares
entitled to vote were present and voted. A written consent executed pursuant to
the Code and these Bylaws shall have the same effect as a vote at a meeting of
the holders of the shares represented on the executed consent(s) and may be
described as such in any document.



                                                                               4


          (b) Record Date and Effective Date. Unless otherwise fixed under
Section 14-2-703 or Section 14-2-707 of the Code, the record date for
determining shareholders entitled to take action without a meeting shall be the
date the first shareholder signs the consent. No written consent shall be
effective to take the corporate action referred to therein unless evidence of
written consent(s) signed by shareholders sufficient to take such action is
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records within sixty (60) days of the earliest date appearing on a
consent. Unless the consent provides for a later effective date, a consent
delivered to the Corporation shall be effective on the date of delivery of the
last consent required to take action.

          (c) Revocation of Written Consent. A shareholder may revoke its, his
or her written consent by delivering a writing to that effect to the Corporation
that is received prior to receipt by the Corporation of unrevoked written
consents sufficient in number to take corporate action.

          2.12 List of Shareholders. After fixing the record date for a meeting,
the Secretary or other Officer having charge of the stock ledger shall prepare
an alphabetical list of the names of all shareholders who are entitled to notice
of a shareholders' meeting showing the number and class and series, if any, of
voting shares held by each, and such list shall be kept open at the time and
place of the meeting and during the whole time of said meeting shall be open to
the examination of any shareholder. If the requirements of this section have not
been substantially complied with, the meeting shall, on the reasonable demand of
any shareholder in person or by proxy, be adjourned until the requirements are
complied with. If no such demand is made, failure to comply with the
requirements of this section shall not affect the validity of any action taken
at such meeting.

                                  ARTICLE THREE

                             THE BOARD OF DIRECTORS

          3.1 General Powers. The business and affairs of the Corporation shall
be managed by the Board of Directors. In addition to the powers and authority
expressly conferred upon it by these Bylaws, the Board of Directors may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by applicable law, by any legal agreement among shareholders, by the
Articles of Incorporation or by lawfully adopted Bylaws, directed or required to
be exercised or done by the shareholders.

          3.2 Number, Election and Term of Office. The number of Directors shall
at all times be a number which is no less than one (1) and no greater than
fifteen (15), the exact number of Directors within said range to be set by the
Board of Directors from time to time. The minimum and maximum number of
Directors may be changed from time to time by the shareholders or if so
authorized in the Articles of Incorporation, by the Board of Directors. Except
as provided in Section 3.4 hereof, the



                                                                               5


Directors shall be elected by the affirmative vote of a plurality of the votes
cast by the shares represented at the annual meeting. Each Director, except in
case of death, resignation, retirement, disqualification or removal, shall serve
until the next succeeding annual meeting and thereafter until his or her
successor shall have been elected and qualified.

          3.3 Removal. Any Director may be removed from office with or without
cause by the affirmative vote of the holders of a majority of the shares
entitled to vote at an election of Directors. Removal action may be taken at any
shareholders' meeting with respect to which notice of such purpose has been
given, and a removed Director's successor may be elected by the shareholders at
the same meeting or at any subsequent meeting to serve the unexpired term.

          3.4 Vacancies. A vacancy occurring in the Board of Directors for any
reason may be filled by either the shareholders or by an affirmative vote of a
majority of the Directors remaining in office for the unexpired term and until
the shareholders have elected a successor. Any such director vote shall be
effective even if the remaining Directors constitute less than a quorum of the
Board of Directors.

          3.5 Compensation. Directors may receive such compensation for their
services as Directors as may from time to time be fixed by vote of the Board of
Directors or the shareholders. A Director may also serve the Corporation in a
capacity other than that of Director and receive compensation, as determined by
the Board of Directors, for services rendered in that other capacity.

          3.6 Presiding Officer. The Board of Directors may appoint from among
its members a Chairman.

          3.7 Executive and other Committees. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, designate an
executive committee and one or more other committees, each consisting of three
or more Directors, each of which committees may act by a majority of its
members. Such executive committee shall have and may exercise all the powers of
the Board of Directors in the management of the business and affairs of the
Corporation when the Board is not meeting; and each other committee shall have
such powers of the Board and otherwise as are provided in the resolution
establishing such committee. Provided, however, notwithstanding anything to the
contrary herein, the executive committee and all other committees established by
the Board shall have no power (1) to approve or propose to shareholders action
that is required by the Code, the Articles of Incorporation or these Bylaws to
be approved by shareholders (including, but not limited to, fundamental
corporate changes such as merger, share exchange, dissolution and sale of
substantially all the assets of the Corporation); (2) to fill vacancies on the
Board of Directors or any of its committees; (3) to amend the Articles of
Incorporation, except as permitted by Section 14-2-825(d)(3) of the Code as to
establishing certain matters with respect to a series of shares under Section
14-2-602 of the Code, or to adopt, amend or repeal Bylaws; (4) to approve a plan
of merger not requiring shareholder approval. Unless otherwise specifically
permitted by the Board of Directors, the rules promulgated by these Bylaws



                                                                               6


with respect to meetings of Directors, notice, quorums, voting and other
procedures at such meeting shall be applicable to meetings of the executive and
any other committee established by the Board of Directors.

                                  ARTICLE FOUR

                       MEETINGS OF THE BOARD OF DIRECTORS

          4.1 Regular Meetings. Regular meetings of the Board of Directors shall
be held immediately after the annual meeting of shareholders or any meeting held
in lieu thereof. In addition, the Board of Directors may schedule other meetings
to occur at regular intervals throughout the year.

          4.2 Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President, or in his or her absence by the
Secretary of the Corporation, or by any two (2) Directors in office at that
time.

          4.3 Place of Meetings. Directors may hold their meetings at any place
within or outside the State of Georgia as the Board of Directors may from time
to time establish for regular meetings or as is set forth in the notice of
special meetings or, in the event of a meeting held pursuant to waiver of
notice, as may be set forth in the waiver.

          4.4 Notice of Meetings. No notice shall be required for any regularly
scheduled meeting of the Directors of the Corporation. Unless waived as
contemplated in Section 5.2, the Chief Executive Officer, President or Secretary
of the Corporation or any Director thereof shall give notice to each Director of
each special meeting stating the time and place of the meeting. Such notice
shall be given by mailing a notice of the meeting at least ten (10) days before
the date of the meeting, or by telephone, telegram, teletype, facsimile,
cablegram, e-mail or other form of wire or wireless communication or personal
delivery at least twenty-four (24) hours before the date of the meeting. Notice
shall be deemed to have been given by telegram or cablegram at the time notice
is filed with the transmitting agency. Attendance by a Director at a meeting
shall constitute waiver of notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of business because the meeting is not lawfully
called.

          4.5 Quorum. At meetings of the Board of Directors, the presence of at
least a majority of the Directors shall be necessary to constitute a quorum for
the transaction of business at such meeting, unless a greater number is required
by applicable law or by the Articles of Incorporation.

          4.6 Vote Required for Action. Except as otherwise provided in the
Code, the Articles of Incorporation or these Bylaws, the act of a majority of
the Directors present at a meeting at which a quorum is present at the time
shall be the act of the Board of Directors; provided, however, that if there is
only one Director, the act of



                                                                               7


such sole Director shall be the act of the Board of Directors. Adoption,
amendment and repeal of these Bylaws is provided for in Article Ten of these
Bylaws. Vacancies in the Board of Directors may be filled as provided in Section
3.4 of these Bylaws.

          4.7 Dissent or Abstention. A Director who is present at a meeting of
the Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action unless (i) he or she
objects at the beginning of the meeting (or promptly upon his or her arrival) to
holding the meeting or transacting business at the meeting; (ii) his or her
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (iii) he or she delivers written notice of his or her dissent or
abstention to the presiding officer of the meeting before its adjournment or to
the Secretary or other Officer immediately after adjournment of the meeting. The
right of dissent or abstention is not available to a Director who votes in favor
of the action taken.

          4.8 Action by Directors Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if a written consent thereto shall be signed by all the
Directors then in office and such written consent is delivered to the
Corporation for inclusion in the minutes or filing with the corporate records.
Such consent shall have the same force and effect as a unanimous vote of the
Board of Directors and may be evidenced by one or more written consents
describing the action taken.

          4.9 Adjournments. A meeting of the Board of Directors, whether or not
a quorum is present, may be adjourned by a majority of the Directors present to
reconvene at a specific time and place. It shall not be necessary to give notice
of the reconvened meeting or of the business to be transacted other than by
announcement at the meeting which was adjourned. At any such reconvened meeting
at which a quorum is present, any business may be transacted which could have
been transacted at the meeting which was adjourned.

          4.10 Telephone Conference Calls. Unless otherwise prohibited by the
Articles of Incorporation, members of the Board of Directors, or any committee
designated by such Board, may participate in a meeting of such Board or
committee by conference telephone or similar communications equipment by means
of which all Directors participating in the meeting may simultaneously hear each
other during the meeting, and participation in a meeting pursuant to this
Section 4.10 shall constitute presence in person at such meeting.

                                  ARTICLE FIVE

                                NOTICE AND WAIVER

          5.1 Procedure. Whenever these Bylaws require notice to be given to any
shareholder or Director, the notice shall be given as prescribed in Section
14-2-141 of the Code and Sections 2.4 or 4.4 hereof for any shareholder or
Director,



                                                                               8


respectively. Whenever notice is given to a shareholder or Director by mail, the
notice shall be sent first class mail by depositing the same in a post office or
letter box in a postage prepaid sealed envelope addressed to the shareholder or
Director at his or her address as it appears on the books of the Corporation,
and such notice shall be deemed to have been given at the time the same is
deposited in the United States mail.

          5.2 Waiver. Whenever any notice is required to be given to any
shareholder or Director by applicable law, by the Articles of Incorporation or
by these Bylaws, a waiver thereof in writing signed by the Director or
shareholder entitled to such notice or by the proxy of such shareholder, whether
before or after the meeting to which the waiver pertains, shall be deemed
equivalent thereto.

                                   ARTICLE SIX

                                    OFFICERS

          6.1 Number. The Executive Officers of the Corporation (the "Officers")
may consist of the Chairman of the Board and one or more Vice Chairmen of the
Board, a President, one or more Vice Presidents, a Secretary and a Treasurer as
designated by the Board of Directors. The Board of Directors shall from time to
time create and establish the duties of such other Officers and elect or provide
for the appointment of such other Officers as it deems necessary for the
efficient management of the Corporation, but the Corporation shall not be
required to have at any time any Officers other than a President and a
Secretary. Any two or more offices may be held by the same person except the
offices of President and Secretary.

          6.2 Election and Term. All Officers shall be elected by the Board of
Directors and shall serve at the will of the Board of Directors and until the
successors of such Officers have been elected and have qualified or until their
earlier death, resignation, removal, retirement or disqualification.

          6.3 Compensation. The compensation of all Officers shall be fixed from
time to time by the Board of Directors.

          6.4 Removal. The Board of Directors may remove any Officer at any time
with or without cause.

          6.5 Chief Executive Officer. The Board of Directors may assign the
function of Chief Executive Officer to any director or officer of the
Corporation. For the avoidance of any doubt, the Chief Executive Officer is not
required to be a member of the Board of Directors. The Chief Executive Officer
shall be subject to the control of the Board of Directors and shall have general
control and supervision of the policies of the Corporation.

          6.6 President. The President, shall, subject to the control of the
Board of Directors and of the Chief Executive Officer, have general control and



                                                                               9


supervision of the operations of the Corporation and shall see that all orders
and resolutions of the Board of Directors are carried into effect. In particular
he or she shall:

          (a) manage and administer the Corporation's business and affairs and
perform all duties and exercise all powers usually pertaining to the office of
President of a Corporation;

          (b) appoint and fix the duties of any and all employees and agents of
the Corporation whose appointment is not otherwise provided for. The President
shall have authority to remove or suspend such employees or agents who shall not
have been appointed by the Board of Directors or by a committee of the Board of
Directors.

          (c) have general power and authority to sign and execute in the name
and on behalf of the Corporation, any and all agreements, instruments and other
documents.

          6.7 Vice President. The Vice President, or in the case of more than
one, each Vice President, shall have power to sign and execute, in the name and
on behalf of the Corporation, any and all agreements, instruments and other
documents.

          6.8 Secretary. The Secretary shall keep accurate records of the acts
and proceedings of all meetings of shareholders, Directors and committees of
Directors. The Secretary shall have authority to give all notices required by
applicable law, the Articles of Incorporation or these Bylaws. The Secretary
shall be custodian of the corporate books, records, contracts and other
documents. The Secretary may affix the corporate seal to any lawfully executed
documents requiring it and shall sign such instruments as may require his or her
signature. The Secretary shall perform whatever additional duties and have
whatever additional powers the Board of Directors may from time to time assign
him or her.

          6.9 Treasurer. The Treasurer shall have custody of all funds and
securities belonging to the Corporation and shall receive, deposit or disburse
the same under the direction of the Board of Directors. The Treasurer shall keep
full and true accounts of all receipts and disbursements and shall make such
reports of the same to the Board of Directors and the President upon request.
The Treasurer shall perform all duties as may be assigned to him or her from
time to time by the Board of Directors.

          6.10 Assistant Secretary and Assistant Treasurer. The Assistant
Secretary and Assistant Treasurer shall, in the absence or disability of the
Secretary or the Treasurer, respectively, perform the duties and exercise the
powers of those offices, and they shall, in general, perform such other duties
as shall be assigned to them by the Board of Directors or by the person
appointing them. Specifically, the Assistant Secretary may affix the corporate
seal to all necessary documents and attest the signature of any Officer.

          6.11 Additional Powers and Duties. In addition to the foregoing
especially enumerated powers and duties, the several Officers shall have such
other



                                                                              10


powers and duties as are provided for them in these Bylaws or as may, from time
to time, be prescribed by the Board of Directors or the executive committee or
the President.

                                  ARTICLE SEVEN

                                     SHARES

          7.1 Authorization and Issuance of Shares. The classes of shares and
the maximum number of shares of any class of the Corporation which may be issued
and outstanding shall be as set forth from time to time in the Articles of
Incorporation of the Corporation. The Board of Directors may increase or
decrease the number of issued and outstanding shares of the Corporation within
the maximum amounts authorized by the Articles of Incorporation.

          7.2 Share Certificates. The interest of each shareholder shall be
evidenced by a certificate or certificates representing shares of the
Corporation which shall be in such form as the Board of Directors may from time
to time adopt in accordance with Georgia law. Share certificates shall be
consecutively numbered, shall be in registered form and shall indicate the date
of issue and all such information shall be entered on the Corporation's books.
Each certificate shall be signed either manually or in facsimile by the
President or a Vice President and the Secretary or an Assistant Secretary. In
case any Officer or Officers who shall have signed or whose facsimile signature
shall have been placed upon a share certificate shall have ceased for any reason
to be such Officer or Officers before such certificate is issued, such
certificate may be issued by the Corporation with the same effect as if the
person or persons who signed such certificate or whose facsimile signatures
shall have been used thereon had not ceased to be such Officer or Officers.

          7.3 Rights of Corporation with Respect to Record Owners. Prior to due
presentation for transfer of its shares, the Corporation may treat the record
owner of the shares as the person exclusively entitled to vote such shares, to
receive any dividend or other distribution with respect to such shares and for
all other purposes, and the Corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by applicable law.

          7.4 Transfers of Shares. Transfers of shares shall be made upon the
transfer books of the Corporation, kept at the office of the Corporation of the
transfer agent designated to transfer the shares, only upon direction of the
person named in the certificate, or by an attorney lawfully constituted in
writing before a new certificate is issued, the old certificate shall be
surrendered for cancellation or, in the case of a certificate alleged to have
been lost, stolen, or destroyed, the provisions of Section 7.5 of these Bylaws
shall have been complied with.

          7.5 Lost. Stolen or Destroyed Certificates. Any person claiming a
share certificate to be lost, stolen or destroyed shall make an affidavit or



                                                                              11


affirmation of the fact in such manner as the Board of Directors may require and
shall, if the Board of Directors so requires, give the Corporation a bond of
indemnity in form and amount, and with one or more sureties satisfactory to the
Board of Directors, as the Board of Directors may require, whereupon an
appropriate new certificate may be issued in lieu of the one alleged to have
been lost, stolen or destroyed.

          7.6 Fixing of Record Date. The Board of Directors may fix an advance
date as the record date in order to determine the shareholders entitled to a
distribution, to notice of a shareholders' meeting, to demand a special meeting,
to vote or to take any other action.

          7.7 Record Date if None Fixed. If no record date is fixed, as provided
in Section 7.6 of these Bylaws, then the record date for (a) determining
shareholders entitled to notice of and to vote at an annual or special
shareholders' meeting is the close of business on the day before the first
notice is delivered to shareholders; (b) for determining shareholders entitled
to a distribution (other than one involving a purchase, redemption or other
acquisition of the Corporation's shares) is the date the Board of Directors
authorizes the distribution; and (c) for any other action, the consummation of
which requires a determination of shareholders, is the date such action is to be
taken.

                                  ARTICLE EIGHT

                     INDEMNIFICATION AND INTERESTED PARTIES

          8.1 Indemnification.

          (a) The Corporation shall indemnify its directors and officers (and
each person who at its request served as an officer or director of any other
entity) to the fullest extent permitted by Article 8, Part 5 of the Code;
provided, however, that indemnification shall only be made upon compliance with
the requirements of such statutory provisions and only in those circumstances in
which indemnification is authorized under those provisions; and provided
further, however, that the Shareholders may approve additional indemnification
pursuant to Code Section 14-2-856.

          (b) The Corporation may purchase and maintain insurance on behalf of
those persons for whom it is entitled to purchase and maintain insurance against
any liability asserted against such persons and incurred by such persons in any
of the capacities specified in, or arising out of such persons' status as
described in, Sections 14-2-857 and 14-2-858 of the Code, whether or not the
Corporation would have the power to indemnify such persons against such
liability under the laws of the State of Georgia.

          (c) The Corporation shall pay for or reimburse the reasonable expenses
incurred by a director or officer who is a party to a proceeding because he or
she is a director or officer of the Corporation in advance of a final
disposition of the proceeding if the director or officer submits to the
Secretary of the Corporation a written request which complies with the
requirements of Section 14-2-853 of the Code. The



                                                                              12


Secretary of the Corporation shall promptly upon receipt of such a request for
advance of expenses advise the Board of Directors in writing that such director
or officer has requested an advance of expenses.

          (d) The indemnification and advancement of expenses provided by or
granted pursuant to this Section 8.1 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer of the Corporation and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

          8.2 Interested Directors and Officers.

          (a) No contract or transaction between the Corporation and one or more
of its Directors or Officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of its Directors or Officers are directors or officers or have a material
financial interest, shall be enjoined, set aside or give rise to an award of
damages or other sanctions, in an action by a shareholder or by or in the right
of the Corporation, on the grounds of an interest in the transaction of the
Director or Officer or any person with whom or which he or she has a personal,
economic or other association, if:

               (i) such transaction is approved by the Directors in accordance
     with Code Section 14-2-862;

               (ii) such transaction is approved by the shareholders in
     accordance with Code Section 14-2-863; or

               (iii) the transaction, judged in the circumstances at the time of
     the commitment, is established to have been fair to the Corporation.

          (b) Except when the Board consists of less than three (3) Directors, a
majority (but not less than two) of all the "qualified directors" (as such term
is defined in Section 14-2-862 of the Code) on the Board, or on the committee
thereof, shall constitute a quorum for purposes of action that complies with
Section 8.2(a)(i) of these Bylaws. Directors' action that otherwise complies
with the Code and these Bylaws is not affected by the presence or vote of a
Director who is not a "qualified director."

                                  ARTICLE NINE

                                  MISCELLANEOUS

          9.1 Inspection of Books and Records. The Board of Directors shall have
power to determine which accounts, books and records of the Corporation shall be
opened to the inspection of shareholders, except such as may by applicable law
be specifically open to inspection, and shall have power to fix reasonable rules
and regulations not in conflict with applicable law for the inspection of
accounts, books and



                                                                              13


records which by such law or by determination of the Board of Directors shall be
open to inspection.

          9.2 Fiscal Year. The Board of Directors is authorized to fix the
fiscal year of the Corporation and to change the same from time to time as it
deems appropriate, but unless otherwise so determined, the fiscal year shall
begin on the first day of April in each year and shall end on the last day of
March in the following year.

          9.3 Seal. The seal of the Corporation shall consist of an impression
bearing the name of the Corporation around the perimeter and the word "Seal" in
the center thereof. In lieu thereof, the Corporation may use an impression or
writing bearing the words "CORPORATE SEAL," which shall also be deemed the seal
of the Corporation.

                                   ARTICLE TEN

                                   AMENDMENTS

          10.1 Power to Amend Bylaws. The Board of Directors shall have power to
alter, amend or repeal these Bylaws or adopt new bylaws, but any bylaws adopted
by the Board of Directors may be altered, amended or repealed, and new bylaws
adopted, by the shareholders. The shareholders may prescribe that any bylaw or
bylaws adopted by them shall not be altered, amended or repealed by the Board of
Directors.

          10.2 Conditions. Action taken by the shareholders with respect to
Bylaws shall be taken by an affirmative vote of a majority of all shares
entitled to elect Directors, and action by the Board of Directors with respect
to Bylaws shall be taken by an affirmative vote of a majority of all Directors
then holding office.

EX-3.7.(I)

                          CERTIFICATE OF INCORPORATION

                                       OF

                              HARLAND CLARKE CORP.

     FIRST: The name of the Corporation is Harland Clarke Corp. (hereinafter
the "Corporation").

     SECOND: The address of the registered office of the Corporation in the
State of Delaware is 2711 Centerville Road, Suite 400, in the City of
Wilmington, County of New Castle. The name of its registered agent at that
address is The Prentice-Hall Corporation System, Inc.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares of Common Stock, each having a par value
of one dollar ($1.00).

     FIFTH: The name and mailing address of the Sole Incorporator is as
follows:

                        NAME                ADDRESS
                 -----------------   --------------------
                 Deborah M. Reusch   P.O. Box 636
                                     Wilmington, DE 19899

     SIXTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

          (1) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.

          (2) The directors shall have concurrent power with the stockholders to
make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

          (3) The number of directors of the Corporation shall be as from time
to time fixed by, or in the manner provided in, the By-Laws of the Corporation.
Election of directors need not be by written ballot unless the By-Laws so
provide.

          (4) No director shall be personally liable to the Corporation or any
of 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)
pursuant to Section 174 of the GCL or (iv) for any transaction from which the
director derived an improper personal benefit. Any repeal or modification of
this Article SIXTH by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

          (5) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the GCL, this
Certificate of Incorporation, and any By-Laws adopted by the stockholders;
provided, however, that no By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if such
By-Laws had not been adopted.

     SEVENTH: Meetings of stockholders may be held within or without the State
of Delaware, as the By-Laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

     EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
Manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the GCL, do make this Certificate,
hereby declaring and certifying that this is my act and deed and the facts
herein stated are true, and accordingly have hereunto set my hand this 27th day
of April, 2007.


                                        /s/ Deborah M. Reusch
                                        ----------------------------------------
                                        Deborah M. Reusch
                                        Sole Incorporator

EX-3.7.(II)

                                     BY-LAWS

                                       OF

                              HARLAND CLARKE CORP.

                             A Delaware Corporation

                            Effective April 27, 2007



                                     BY-LAWS

                                       OF

                              HARLAND CLARKE CORP.

                     (hereinafter called the "Corporation")

                                   ARTICLE I

                                     OFFICES

          Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

          Section 2. Other Offices. The Corporation may also have offices at
such other places, both within and without the State of Delaware, as the Board
of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors.

          Section 2. Annual Meetings. The Annual Meeting of Stockholders for the
election of directors shall be held on such date and at such time as shall be
designated from time to time by the Board of Directors. Any other proper
business may be transacted at the Annual Meeting of Stockholders.

          Section 3. Special Meetings. Unless otherwise required by law or by
the certificate of incorporation of the Corporation, as amended and restated
from time to time (the "Certificate of Incorporation"), Special Meetings of
Stockholders, for any purpose or purposes, may be called by either (i) the
Chairman, if there be one, or (ii) the President, (iii) any Vice President, if
there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be
one, and shall be called by any such officer at the request in writing of (i)
the Board of Directors, (ii) a committee of the Board of Directors that has been
duly designated by the Board of Directors and whose powers and authority include
the power to call such meetings or (iii) stockholders owning a majority of the
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting. At a
Special Meeting of Stockholders, only such business shall be conducted as shall
be specified in the notice of meeting (or any supplement thereto).



                                                                               3


          Section 4. Notice. Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case of a
Special Meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stockholder entitled to notice of and to vote at such meeting.

          Section 5. Adjournments. Any meeting of the stockholders may be
adjourned from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting in accordance with the
requirements of Section 4 hereof shall be given to each stockholder of record
entitled to notice of and to vote at the meeting.

          Section 6. Quorum. Unless otherwise required by applicable law or the
Certificate of Incorporation, the holders of a majority of the Corporation's
capital stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. A quorum, once established, shall
not be broken by the withdrawal of enough votes to leave less than a quorum. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
in the manner provided in Section 5 hereof, until a quorum shall be present or
represented.

          Section 7. Voting. Unless otherwise required by law, the Certificate
of Incorporation or these By-Laws, any question brought before any meeting of
the stockholders, other than the election of directors, shall be decided by the
vote of the holders of a majority of the total number of votes of the
Corporation's capital stock represented and entitled to vote thereat, voting as
a single class. Unless otherwise provided in the Certificate of Incorporation,
and subject to Section 11(a) of this Article II, each stockholder represented at
a meeting of the stockholders shall be entitled to cast one (1) vote for each
share of the capital stock entitled to vote thereat held by such stockholder.
Such votes may be cast in person or by proxy as provided in Section 8 of this
Article II. The Board of Directors, in its discretion, or the officer of the
Corporation presiding at a meeting of the stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

          Section 8. Proxies. Each stockholder entitled to vote at a meeting of
the stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder as proxy, but no such proxy shall be voted upon after three years
from its date, unless such proxy provides for a longer period. Without limiting
the manner in which a stockholder may authorize



                                                                               4


another person or persons to act for such stockholder as proxy, the following
shall constitute a valid means by which a stockholder may grant such authority:

          (i) A stockholder may execute a writing authorizing another person or
     persons to act for such stockholder as proxy. Execution may be accomplished
     by the stockholder or such stockholder's authorized officer, director,
     employee or agent signing such writing or causing such person's signature
     to be affixed to such writing by any reasonable means, including, but not
     limited to, by facsimile signature.

          (ii) A stockholder may authorize another person or persons to act for
     such stockholder as proxy by transmitting or authorizing the transmission
     of a telegram or cablegram to the person who will be the holder of the
     proxy or to a proxy solicitation firm, proxy support service organization
     or like agent duly authorized by the person who will be the holder of the
     proxy to receive such telegram or cablegram, provided that any such
     telegram or cablegram must either set forth or be submitted with
     information from which it can be determined that the telegram or cablegram
     was authorized by the stockholder. If it is determined that such telegrams
     or cablegrams are valid, the inspectors or, if there are no inspectors,
     such other persons making that determination shall specify the information
     on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

          Section 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of the stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. Every written consent shall bear the date of signature of
each stockholder who signs the consent and no written consent shall be effective
to take the corporate action referred to therein unless, within sixty (60) days
of the earliest dated consent delivered in the manner required by this Section 9
to the Corporation, written consents signed by a sufficient number of holders to
take action are delivered to the Corporation by delivery to its registered
office in the State of Delaware, its



                                                                               5

principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of the stockholders are
recorded. Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of holders to take the action were delivered to the
Corporation as provided above in this Section 9.

          Section 10. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten (10) days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting (i) either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held or (ii) during ordinary
business hours, at the principal place of business of the Corporation. The list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.

          Section 11. Record Date.

               (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting. If
no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of the
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of the
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

               (b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than ten (10) days after the
date upon which the resolution



                                                                               6


fixing the record date is adopted by the Board of Directors. If no record date
has been fixed by the Board of Directors, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of the stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

          Section 12. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 10 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of the
stockholders.

          Section 13. Conduct of Meetings. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of any meeting of the stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) the determination of when the polls
shall open and close for any given matter to be voted on at the meeting; (iii)
rules and procedures for maintaining order at the meeting and the safety of
those present; (iv) limitations on attendance at or participation in the meeting
to stockholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as the chairman of the meeting shall
determine; (v) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (vi) limitations on the time allotted to questions or
comments by participants.

          Section 14. Inspectors of Election. In advance of any meeting of the
stockholders, the Board of Directors, by resolution, the Chairman or the
President shall appoint one or more inspectors to act at the meeting and make a
written report thereof. One or more other persons may be designated as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting of the stockholders, the chairman of the
meeting shall appoint one or more inspectors to act at the meeting. Unless
otherwise required by applicable law, inspectors may be officers, employees or
agents of the Corporation. Each inspector, before entering upon the discharge of
the duties of inspector, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of such
inspector's ability. The inspector shall



                                                                               7


have the duties prescribed by law and shall take charge of the polls and, when
the vote is completed, shall make a certificate of the result of the vote taken
and of such other facts as may be required by applicable law.

                                  ARTICLE III

                                    DIRECTORS

          Section 1. Number and Election of Directors. The Board of Directors
shall consist of not less than one nor more than fifteen members, the exact
number of which shall initially be three and shall thereafter be fixed from time
to time by the Board of Directors. Except as provided in Section 2 of this
Article III, directors shall be elected by a plurality of the votes cast at each
Annual Meeting of Stockholders and each director so elected shall hold office
until the next Annual Meeting of Stockholders and until such director's
successor is duly elected and qualified, or until such director's earlier death,
resignation or removal. Directors need not be stockholders.

          Section 2. Vacancies. Unless otherwise required by law or the
Certificate of Incorporation, vacancies arising through death, resignation,
removal, an increase in the number of directors or otherwise may be filled only
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal.

          Section 3. Duties and Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By-Laws required to be exercised or done by the stockholders.

          Section 4. Meetings. The Board of Directors may hold meetings, both
regular and special, either within or without the State of Delaware. Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman, if
there be one, the President, or by any director. Notice thereof stating the
place, date and hour of the meeting shall be given to each director either by
mail not less than forty-eight (48) hours before the date of the meeting, by
telephone or telegram on twenty-four (24) hours' notice, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances.

          Section 5. Organization. At each meeting of the Board of Directors,
the Chairman of the Board of Directors, or, in his or her absence, a director
chosen by a majority of the directors present, shall act as chairman. The
Secretary of the Corporation shall act as secretary at each meeting of the Board
of Directors. In case the Secretary shall be absent from any meeting of the
Board of Directors, an Assistant Secretary shall perform the duties of secretary
at such meeting; and in the absence from any such meeting of the



                                                                               8


Secretary and all the Assistant Secretaries, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

          Section 6. Resignations and Removals of Directors. Any director of the
Corporation may resign at any time, by giving notice in writing to the Chairman
of the Board of Directors, the President or the Secretary of the Corporation.
Such resignation shall take effect at the time therein specified or, if no time
is specified, immediately; and, unless otherwise specified in such notice, the
acceptance of such resignation shall not be necessary to make it effective.
Except as otherwise required by applicable law and subject to the rights, if
any, of the holders of shares of preferred stock then outstanding, any director
or the entire Board of Directors may be removed from office at any time by the
affirmative vote of the holders of at least a majority in voting power of the
issued and outstanding capital stock of the Corporation entitled to vote in the
election of directors.

          Section 7. Quorum. Except as otherwise required by law or the
Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

          Section 8. Actions of the Board by Written Consent. Unless otherwise
provided in the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if all the members of the
Board of Directors or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.

          Section 9. Meetings by Means of Conference Telephone. Unless otherwise
provided in the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee thereof, may participate
in a meeting of the Board of Directors or such committee by means of a
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 9 shall constitute presence in person at such
meeting.

          Section 10. Committees. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or



                                                                               9


members constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or disqualified
member. Any committee, to the extent permitted by law and provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it. Each committee shall keep regular
minutes and report to the Board of Directors when required.

          Section 11. Compensation. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and maybe paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary for service as director, payable in cash or securities. No such payment
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for service as committee members.

          Section 12. Interested Directors. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because any such director's or officer's
vote is counted for such purpose if: (i) the material facts as to the director's
or officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (ii) the material
facts as to the director's or officer's relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or (iii) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or ratified
by the Board of Directors, a committee thereof or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

          Section 1. General. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors, in its discretion, also may choose a Chairman of the
Board of Directors (who must be a director) and one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers. Any number of
offices may be held by the same person, unless otherwise prohibited by law, the
Certificate of Incorporation or these By-Laws.



                                                                              10


The officers of the Corporation need not be stockholders of the Corporation nor,
except in the case of the Chairman of the Board of Directors, need such officers
be directors of the Corporation.

          Section 2. Election. The Board of Directors, at its first meeting held
after each Annual Meeting of Stockholders (or action by written consent of
stockholders in lieu of the Annual Meeting of Stockholders), shall elect the
officers of the Corporation who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors; and each officer of the Corporation
shall hold office until such officer's successor is elected and qualified, or
until such officer's earlier death, resignation or removal. Any officer elected
by the Board of Directors may be removed at any time by the Board of Directors.
Any vacancy occurring in any office of the Corporation shall be filled by the
Board of Directors. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors.

          Section 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice President or any
other officer authorized to do so by the Board of Directors and any such officer
may, in the name of and on behalf of the Corporation, take all such action as
any such officer may deem advisable to vote in person or by proxy at any meeting
of security holders of any corporation in which the Corporation may own
securities and at any such meeting shall possess and may exercise any and all
rights and power incident to the ownership of such securities and which, as the
owner thereof, the Corporation might have exercised and possessed if present.
The Board of Directors may, by resolution, from time to time confer like powers
upon any other person or persons.

          Section 4. Chairman of the Board of Directors. The Chairman of the
Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation, unless the
Board of Directors designates the President as the Chief Executive Officer, and,
except where by law the signature of the President is required, the Chairman of
the Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be
authorized by the Board of Directors. During the absence or disability of the
President, the Chairman of the Board of Directors shall exercise all the powers
and discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as may from time to time be assigned by these By-Laws or by the Board of
Directors.

          Section 5. President. The President shall, subject to the control of
the Board of Directors and, if there be one, the Chairman of the Board of
Directors, have general supervision of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. The President shall execute all bonds, mortgages, contracts and other
instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be



                                                                              11


otherwise signed and executed and except that the other officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the President. In the absence or disability of the
Chairman of the Board of Directors, or if there be none, the President shall
preside at all meetings of the stockholders and, provided the President is also
a director, the Board of Directors. If there be no Chairman of the Board of
Directors, or if the Board of Directors shall otherwise designate, the President
shall be the Chief Executive Officer of the Corporation. The President shall
also perform such other duties and may exercise such other powers as may from
time to time be assigned to such officer by these By-Laws or by the Board of
Directors.

          Section 6. Vice Presidents. At the request of the President or in the
President's absence or in the event of the President's inability or refusal to
act (and if there be no Chairman of the Board of Directors), the Vice President,
or the Vice Presidents if there are more than one (in the order designated by
the Board of Directors), shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.

          Section 7. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for committees of the Board of
Directors when required. The Secretary shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board of Directors or the President, under
whose supervision the Secretary shall be. If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose
another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest to the affixing by such officer's signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

          Section 8. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as



                                                                              12


may be designated by the Board of Directors. The Treasurer shall disburse the
funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the President and
the Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all transactions as Treasurer and of the financial
condition of the Corporation. If required by the Board of Directors, the
Treasurer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of the Treasurer and for the restoration
to the Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

          Section 9. Assistant Secretaries. Assistant Secretaries, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice President,
if there be one, or the Secretary, and in the absence of the Secretary or in the
event of the Secretary's inability or refusal to act, shall perform the duties
of the Secretary, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Secretary.

          Section 10. Assistant Treasurers. Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice President,
if there be one, or the Treasurer, and in the absence of the Treasurer or in the
event of the Treasurer's inability or refusal to act, shall perform the duties
of the Treasurer, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Treasurer. If required by the Board of
Directors, an Assistant Treasurer shall give the Corporation a bond in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of the office of Assistant
Treasurer and for the restoration to the Corporation, in case of the Assistant
Treasurer's death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in the Assistant
Treasurer's possession or under the Assistant Treasurer's control belonging to
the Corporation.

          Section 11. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

          Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation (i) by the Chairman of the Board of Directors, or the President
or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an



                                                                              13


Assistant Secretary of the Corporation, certifying the number of shares owned by
such stockholder in the Corporation.

          Section 2. Signatures. Any or all of the signatures on a certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

          Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation on account of the alleged loss, theft or
destruction of such certificate or the issuance of such new certificate.

          Section 4. Transfers. Stock of the Corporation shall be transferable
in the manner prescribed by applicable law and in these By-Laws. Transfers of
stock shall be made on the books of the Corporation only by the person named in
the certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

          Section 5. Dividend Record Date. In order that the Corporation may
determine the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise
any rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not more than
sixty (60) days prior to such action. If no record date is fixed, the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.



                                                                              14


          Section 6. Record Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise required by
law.

          Section 7. Transfer and Registry Agents. The Corporation may from time
to time maintain one or more transfer offices or agencies and registry offices
or agencies at such place or places as may be determined from time to time by
the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

          Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telegram, telex or cable.

          Section 2. Waivers of Notice. Whenever any notice is required by
applicable law, the Certificate of Incorporation or these By-Laws, to be given
to any director, member of a committee or stockholder, a waiver thereof in
writing, signed by the person or persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. Attendance of
a person at a meeting, present in person or represented by proxy, shall
constitute a waiver of notice of such meeting, except where the person attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
Annual or Special Meeting of Stockholders or any regular or special meeting of
the directors or members of a committee of directors need be specified in any
written waiver of notice unless so required by law, the Certificate of
Incorporation or these By-Laws.

                                  ARTICLE VII

                               GENERAL PROVISIONS

          Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the requirements of the General Corporation Law of the
State of Delaware (the "DGCL") and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting of the Board of Directors (or any action by written consent
in lieu thereof in accordance with Section 8 of



                                                                              15


Article in hereof), and may be paid in cash, in property, or in shares of the
Corporation's capital stock. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for purchasing
any of the shares of capital stock, warrants, rights, options, bonds,
debentures, notes, scrip or other securities or evidences of indebtedness of the
Corporation, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

          Section 2. Disbursements. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

          Section 3. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

          Section 4. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

          Section 1. Power to Indemnify in Actions, Suits or Proceedings other
than Those by or in the Right of the Corporation. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a 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 (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.



                                                                              16


          Section 2. Power to Indemnify in Actions, Suits or Proceedings by or
in the Right of the Corporation. Subject to Section 3 of this Article VIE, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

          Section 3. Authorization of Indemnification. Any indemnification under
this Article VIII (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director or officer is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such directors designated by a
majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion or (iv) by the stockholders. Such
determination shall be made, with respect to former directors and officers, by
any person or persons having the authority to act on the matter on behalf of the
Corporation. To the extent, however, that a present or former director or
officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith, without the necessity of authorization in the
specific case.

          Section 4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article VIII, a person shall be deemed to have acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action
or proceeding, to have had no reasonable cause to believe such person's conduct
was unlawful, if such person's action is based on the records or books of
account of the Corporation or another enterprise, or on information supplied to
such person by the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation



                                                                              17


or another enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Corporation or
another enterprise. The provisions of this Section 4 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person may be
deemed to have met the applicable standard of conduct set forth in Section 1 or
Section 2 of this Article VIII, as the case may be.

          Section 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VIII, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to the Court of Chancery of the State of Delaware or any other
court of competent jurisdiction in the State of Delaware for indemnification to
the extent otherwise permissible under Section 1 or Section 2 of this Article
VIII. The basis of such indemnification by a court shall be a determination by
such court that indemnification of the director or officer is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 1 or Section 2 of this Article VIII, as the case may be.
Neither a contrary determination in the specific case under Section 3 of this
Article VIII nor the absence of any determination thereunder shall be a defense
to such application or create a presumption that the director or officer seeking
indemnification has not met any applicable standard of conduct. Notice of any
application for indemnification pursuant to this Section 5 shall be given to the
Corporation promptly upon the filing of such application. If successful, in
whole or in part, the director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.

          Section 6. Expenses Payable in Advance. Expenses (including attorneys'
fees) incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article VIII. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the Corporation deems appropriate.

          Section 7. Nonexclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, these By-Laws,
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, it being the policy of the Corporation that
indemnification of the persons specified in Section 1 and Section 2 of this
Article VIII shall be made to the fullest extent permitted by law. The
provisions of this Article VIII shall not be deemed to preclude the
indemnification of any person who is not specified in Section 1 or Section 2 of
this Article VIII but whom the Corporation has the power or obligation to
indemnify under the provisions of the DGCL, or otherwise.



                                                                              18


          Section 8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power or the obligation to indemnify such
person against such liability under the provisions of this Article VIII.

          Section 9. Certain Definitions. For purposes of this Article VIII,
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article VIII with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued. The term "another
enterprise" as used in this Article VIII shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent. For purposes of this Article VIII,
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such director or officer with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article VIII.

          Section 10. Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VIII shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

          Section 11. Limitation on Indemnification. Notwithstanding anything
contained in this Article VIII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 5 of this
Article VIII), the Corporation shall not be obligated to indemnify any director
or officer (or his or her heirs, executors or personal or legal representatives)
or advance expenses in connection with a proceeding (or part thereof) initiated
by such person unless such proceeding (or part thereof) was authorized or
consented to by the Board of Directors of the Corporation.



                                                                              19


          Section 12. Indemnification of Employees and Agents. The Corporation
may, to the extent authorized from time to time by the Board of Directors,
provide rights to indemnification and to the advancement of expenses to
employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                   ARTICLE IX

                                   AMENDMENTS

          Section 1. Amendments. These By-Laws may be altered, amended or
repealed, in whole or in part, or new By-Laws may be adopted by the stockholders
or by the Board of Directors; provided, however, that notice of such alteration,
amendment, repeal or adoption of new By-Laws be contained in the notice of such
meeting of the stockholders or Board of Directors, as the case maybe. All such
amendments must be approved by either the holders of a majority of the
outstanding capital stock entitled to vote thereon or by a majority of the
entire Board of Directors then in office.

          Section 2. Entire Board of Directors. As used in this Article IX and
in these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies.

                                      * * *

Adopted as of: April 27, 2007

EX-3.8.(I)

                            ARTICLES OF INCORPORATION

                                       OF

                        HARLAND FINANCIAL SOLUTIONS, INC.

                                      NAME

     The name of the corporation is Harland Financial Solutions, Inc. (the
"COMPANY").

                                AUTHORIZED SHARES

     The Company is authorized to issue 1,000 common shares.

                             ACTION WITHOUT MEETING

     Action required or permitted by the Oregon Business Corporation Act to be
taken at a shareholders' meeting may be taken without a meeting if the action is
taken by shareholders having not less than the minimum number of votes that
would be necessary to take such action at a meeting at which all shareholders
entitled to vote on the action were present and voted.

                             LIABILITY OF DIRECTORS

     The personal liability of a director to the Company or its shareholders for
monetary damages for conduct as a director is eliminated to the fullest extent
permitted by law.

                                 INDEMNIFICATION

5.1  INDEMNIFICATION. The Company will indemnify an individual made a party to a
     proceeding because the individual is or was a director or officer against
     liability incurred in the proceeding to the fullest extent permitted by
     law.

5.2  ADVANCE FOR EXPENSES. The Company will pay for or reimburse the reasonable
     expenses incurred by a director or officer who is a party to a proceeding
     in advance of final disposition of the proceeding to the fullest extent
     permitted by law.



                     REGISTERED OFFICE AND REGISTERED AGENT

     The street address of the Company's registered office and the name of its
registered agent at that office is:

                     CT Corporation Systems
                     388 State St., Suite 420
                     Salem, OR 97301

                           MAILING ADDRESS FOR NOTICES

     The mailing address to which notices may be mailed is:

                     CT Corporation Systems
                     388 State St., Suite 420
                     Salem, OR 97301

EX-3.8.(II)

                                     BYLAWS

                                       OF

                        HARLAND FINANCIAL SOLUTIONS, INC.
                    (AMENDED AND RESTATED AS OF MAY 1, 2007)

SECTION 1 PURPOSES AND POWERS

     1.1  PURPOSES. Harland Financial Solutions, Inc. (the "COMPANY") may engage
          in any lawful business.

     1.2  GENERAL POWERS.

          (a)  The Company has perpetual duration and succession in its
               corporate name.

          (b)  The Company has the same powers as an individual to do all things
               necessary or convenient to carry out its business and affairs.

SECTION 2 SHARES AND DISTRIBUTIONS

     2.1  ISSUANCE OF SHARES.

          (a)  The board of directors may authorize shares to be issued for
               consideration consisting of any tangible or intangible property
               or benefit to the Company, including cash, promissory notes,
               services performed, contracts for services to be performed or
               other securities of the Company.

          (b)  Before the Company issues shares, the board of directors must
               determine that the consideration received or to be received for
               the shares is adequate. That determination by the board of
               directors is conclusive insofar as the adequacy of consideration
               for the issuance of shares relates to whether the shares are
               validly issued, fully paid and nonassessable. A record of action
               by the board of directors authorizing the issuance of shares for
               a specified consideration may be relied upon in concluding that
               shares are validly issued, fully paid and nonassessable.

          (c)  When the Company receives the consideration for which the board
               of directors authorized the issuance of the shares, the shares
               issued therefor are fully paid and nonassessable.

          (d)  The Company may place in escrow shares issued for a contract for
               future services or benefits or a promissory note or make other
               arrangements to restrict the transfer of shares, and may credit
               distributions in respect of the shares against their purchase
               price, until the services are performed, the note is paid or the
               benefits received. If the services are not performed, the note is
               not paid or



               the benefits are not received, the shares placed in escrow or
               restricted and the distributions credited may be canceled in
               whole or in part.

     2.2  DISTRIBUTIONS TO SHAREHOLDERS.

          (a)  The board of directors may authorize and the Company may make
               distributions to its shareholders subject to the limitation in
               Section 2.2(b).

          (b)  A distribution may be made only if, after giving it effect, in
               the judgment of the board of directors:

               (1)  the Company would be able to pay its debts as they become
                    due in the usual course of business; and

               (2)  the Company's total assets would at least equal the sum of
                    its total liabilities plus the amount that would be needed
                    if the Company were to be dissolved at the time of the
                    distribution, to satisfy the preferential rights upon
                    dissolution of shareholders whose preferential rights are
                    superior to those receiving the distribution.

          (c)  The board of directors may base a determination that a
               distribution is not prohibited under Section 2.2(b) either on
               financial statements prepared on the basis of accounting
               practices and principles that are reasonable in the circumstances
               or on a fair valuation or other method that is reasonable in the
               circumstances.

          (d)  The effect of a distribution under Section 2.2(b) is measured:

               (1)  in the case of distribution by purchase, redemption or other
                    acquisition of the Company's shares, as of the earlier of
                    the date the money or other property is transferred or debt
                    incurred by the Company or the date the shareholder ceases
                    to be a shareholder with respect to the acquired shares;

               (2)  in the case of any other distribution of indebtedness, as of
                    the date the indebtedness is distributed; and

               (3)  in all other cases, as of the date a distribution is
                    authorized if the payment occurs within 120 days after the
                    date of authorization or the date the payment is made if it
                    occurs more than 120 days after the date of authorization.

          (e)  The Company's indebtedness to a shareholder incurred by reason of
               a distribution made in accordance with this Section 2.2 is at
               parity with the Company's indebtedness to its general unsecured
               creditors, unless the shareholder agrees to subordination or the
               Company grants the shareholder a security interest or other lien
               against the Company's assets to secure the indebtedness.



SECTION 3 SHAREHOLDERS

     3.1  ANNUAL MEETING.

          (a)  The Company will hold an annual meeting of the shareholders at a
               time fixed by the board of directors.

          (b)  Annual shareholders' meetings may be held in or out of the State
               of Oregon at the Company's principal office or at any other place
               fixed by the board of directors.

          (c)  The failure to hold an annual meeting does not affect the
               validity of any corporate action.

     3.2  SPECIAL MEETING.

          (a)  The Company will hold a special meeting of shareholders:

               (1)  on call of its board of directors; or

               (2)  if the holders of at least 10 percent of all votes entitled
                    to be cast on any issue proposed to be considered at the
                    proposed special meeting sign, date and deliver to the
                    Company's secretary one or more written demands for the
                    meeting describing the purpose or purposes for which it is
                    to be held. A written demand for a special meeting may be
                    revoked by a writing to that effect signed by a shareholder
                    who signed the original demand, and received by the Company
                    prior to the receipt by the Company of a demand sufficient
                    to require the holding of a special meeting.

          (b)  Special shareholders' meetings may be held in or out of the State
               of Oregon at the Company's principal office or at any other place
               fixed by the board of directors.

          (c)  Only business within the purpose or purposes described in the
               meeting notice required by Section 3.5(c) may be conducted at a
               special shareholders' meeting.

     3.3  MEETING CHAIRPERSON.

          (a)  At each meeting of shareholders, the president, or if the
               president is absent then the chairperson of the board of
               directors, or if no chairperson of the board of directors has
               been appointed or is present then any vice president, or if no
               vice president has been appointed or is present then any
               individual chosen by shareholders holding a majority of shares
               present at the meeting, will act as chairperson of the meeting.

          (b)  The chairperson will determine the order of business and will
               have the authority to establish rules for the conduct of the
               meeting.



          (c)  Any rules adopted for, and the conduct of, the meeting must be
               fair to shareholders.

     3.4  ACTION WITHOUT MEETING.

          (a)

               (1)  Action required or permitted by the Oregon Business
                    Corporation Act to be taken at a shareholders' meeting may
                    be taken without a meeting if the action is taken by
                    shareholders having not less than the minimum number of
                    votes that would be necessary to take such action at a
                    meeting at which all shareholders entitled to vote on the
                    action were present and voted.

               (2)  The action taken under this Section 3.4 must be evidenced by
                    one or more written consents describing the action taken,
                    signed by those shareholders taking action under Section
                    3.4(a)(1), and delivered to the Company for inclusion in the
                    minutes or filing with the corporate records.

               (3)  Action taken under Section 3.4(a)(1) is effective when the
                    consent or consents bearing sufficient signatures are
                    delivered to the Company, unless the consent or consents
                    specify an earlier or later effective date. An effective
                    date specified under this Section 3.4(a)(3) may not be
                    earlier than the effective date of the provision permitting
                    action under Section 3.4(a)(1).

          (b)  A consent signed under this Section 3.4 has the effect of a
               meeting vote and may be described as such in any document.

          (c)  If action is taken as provided in Section 3.4(a)(1), the Company
               must give written notice of the action promptly after the action
               is taken to shareholders who did not consent in writing under
               Section 3.4(a)(1). The notice given under this Section 3.4(c)
               must contain or be accompanied by the same material that, under
               the Oregon Business Corporation Act, would have been required to
               be sent to those shareholders in a notice of meeting at which the
               proposed action would have been submitted to those shareholders
               for action.

     3.5  NOTICE OF MEETING.

          (a)  The Company must notify shareholders of the date, time and place
               of each annual and special shareholders' meeting not earlier than
               60 days nor less than 10 days before the meeting date. Unless the
               Oregon Business Corporation Act requires otherwise, the Company
               is required to give notice only to shareholders entitled to vote
               at the meeting.

          (b)  Unless required by the Oregon Business Corporation Act, notice of
               an annual meeting need not include a description of the purpose
               or purposes for which the meeting is called.



          (c)  Notice of a special meeting must include a description of the
               purpose or purposes for which the meeting is called.

          (d)  If an annual or special shareholders' meeting is adjourned to a
               different date, time or place, notice need not be given of the
               new date, time or place if the new date, time or place is
               announced at the meeting before adjournment. If a new record date
               for the adjourned meeting is or must be fixed under ORS 60.221,
               however, notice of the adjourned meeting must be given under this
               Section 3.5 to persons who are shareholders as of the new record
               date.

     3.6  WAIVER OF NOTICE.

          (a)  A shareholder may at any time waive any notice required by the
               Oregon Business Corporation Act, the Articles of Incorporation or
               these Bylaws. The waiver must be in writing, be signed by the
               shareholder entitled to the notice and be delivered to the
               Company for inclusion in the minutes for filing with the
               corporate records.

          (b)  A shareholder's attendance at a meeting waives objection to:

               (1)  lack of notice or defective notice of the meeting, unless
                    the shareholder at the beginning of the meeting objects to
                    holding the meeting or transacting business at the meeting;
                    and

               (2)  consideration of a particular matter at the meeting that is
                    not within the purpose or purposes described in the meeting
                    notice, unless the shareholder objects to considering the
                    matter when it is presented.

     3.7  ADJOURNMENT OF MEETING. A majority of votes represented at a meeting
          of shareholders, whether or not a quorum, may adjourn the meeting from
          time to time to a different time and place without further notice to
          any shareholder of any adjournment, except as such notice may be
          required by Section 3.5. At the adjourned meeting at which a quorum is
          present, any business may be transacted that might have been
          transacted at the meeting originally held.

     3.8  PARTICIPATION AT MEETING.

          (a)  All shareholders may participate in an annual or special meeting
               by, and all shareholders' meetings may be conducted through, use
               of any means of communication by which all shareholders
               participating may simultaneously hear each other. A shareholder
               participating in a meeting by this means is deemed to be present
               in person at the meeting.

          (b)  The notice of each annual or special meeting of shareholders will
               state that participation in the manner referred to in Section
               3.8(a) is permitted and will describe how any shareholder
               desiring to participate may notify the Company of the
               shareholder's desire to be included in the meeting.



     3.9  VOTING ENTITLEMENT OF SHARES.

          (a)  Except as provided in Section 3.9(b) and Section 3.9(c) and the
               Oregon Business Corporation Act, each outstanding share is
               entitled to one vote on each matter voted on at a shareholders'
               meeting. Only shares are entitled to vote.

          (b)  The shares of the Company are not entitled to vote if they are
               owned, directly or indirectly, by a second domestic or foreign
               corporation, and the Company owns, directly or indirectly, a
               majority of the shares entitled to vote for directors of the
               second corporation.

          (c)  Section 3.9(b) does not limit the power of the Company to vote
               any shares, including its own shares, held by it in a fiduciary
               capacity.

          (d)  Redeemable shares are not entitled to vote after notice of
               redemption is mailed to the holders and a sum sufficient to
               redeem the shares has been deposited with a bank, trust company
               or other financial institution under an irrevocable obligation to
               pay the holders the redemption price on surrender of the shares.

     3.10 PROXIES.

          (a)  A shareholder may vote shares in person or by proxy.

          (b)  A shareholder may authorize a person or persons to act for the
               shareholder as proxy in any manner allowed by law.

          (c)  An authorization of a proxy is effective when received by the
               secretary or other officer or agent authorized to tabulate votes.
               An authorization is valid for 11 months unless a longer period is
               expressly provided in the authorization form.

          (d)  An authorization of a proxy is revocable by the shareholder
               unless the authorization conspicuously states that it is
               irrevocable and the authorization is coupled with an interest.

          (e)  The death or incapacity of the shareholder authorizing a proxy
               does not affect the right of the Company to accept the proxy's
               authority unless notice of the death or incapacity is received by
               the secretary or other officer or agent authorized to tabulate
               votes before the proxy exercises the proxy's authority under the
               authorization.

          (f)  An authorization made irrevocable under Section 3.10(d) is
               revoked when the interest with which it is coupled is
               extinguished.

          (g)  Subject to ORS 60.237 and to any express limitation on the
               proxy's authority appearing on the face of the authorization, the
               Company is entitled to accept the proxy's vote or other action as
               that of the shareholder making the authorization.



     3.11 QUORUM AND VOTING REQUIREMENTS.

          (a)  Shares entitled to vote may take action on a matter at a meeting
               only if a quorum of those shares exists with respect to that
               matter. A majority of the votes entitled to be cast on the matter
               constitutes a quorum for action on that matter.

          (b)  Once a share is represented for any purpose at a meeting, it is
               deemed present for quorum purposes for the remainder of the
               meeting and for any adjournment of that meeting unless a new
               record date is or must be set for that adjourned meeting.

          (c)  If a quorum exists, action on a matter, other than the election
               of directors, is approved if the votes cast favoring the action
               exceed the votes cast opposing the action, unless the Oregon
               Business Corporation Act requires a greater number of affirmative
               votes.

     3.12 VOTING FOR DIRECTORS. Directors are elected by a plurality of the
          votes cast by the shares entitled to vote in the election at a meeting
          at which a quorum is present.

SECTION 4 BOARD OF DIRECTORS

     4.1  DUTIES OF BOARD OF DIRECTORS. All corporate powers will be exercised
          by or under the authority of, and the business and affairs of the
          Company managed under the direction of, the board of directors.

     4.2  QUALIFICATIONS OF DIRECTORS. A director need not be a resident of the
          State of Oregon or a shareholder of the Company.

     4.3  NUMBER AND ELECTION OF DIRECTORS.

          (a)  The board of directors must consist of one or more individuals.
               The estate of an incompetent individual or a deceased individual
               may not be a director.

          (b)  The number of directors may be fixed and increased or decreased
               from time to time by the shareholders or the board of directors.

          (c)  Directors are elected at the first annual shareholders' meeting
               and at each annual meeting thereafter.

     4.4  TERMS OF DIRECTORS GENERALLY.

          (a)  The terms of the initial directors of the Company expire at the
               first shareholders' meeting at which directors are elected.

          (b)  The terms of all other directors will expire at the next annual
               shareholders' meeting following their election.



          (c)  A decrease in the number of directors does not shorten an
               incumbent director's term.

          (d)  The term of a director elected by the board of directors to fill
               a vacancy expires at the next shareholders' meeting at which
               directors are elected.

          (e)  Despite the expiration of a director's term, the director
               continues to serve until the director's successor is elected and
               qualifies or until there is a decrease in the number of
               directors.

     4.5  RESIGNATION OF DIRECTORS.

          (a)  A director may resign at any time by delivering written notice to
               the board of directors, its chairperson or the Company.

          (b)  A resignation is effective when the notice is effective under ORS
               60.034(5) unless the notice specifies a later effective date.

          (c)  Once delivered, a notice of resignation is irrevocable unless
               revocation is permitted by the board of directors.

     4.6  REMOVAL OF DIRECTORS BY SHAREHOLDERS.

          (a)  The shareholders may remove one or more directors with or without
               cause.

          (b)  A director may be removed only if the number of votes cast to
               remove the director exceed the number of votes cast not to remove
               the director.

          (c)  A director may be removed by the shareholders only at a meeting
               called for the purpose of removing the director and the meeting
               notice must state that the purpose, or one of the purposes, of
               the meeting is removal of the director.

     4.7  VACANCY ON BOARD.

          (a)  If a vacancy occurs on the board of directors, including a
               vacancy resulting from an increase in the number of directors:

               (1)  the shareholders may fill the vacancy;

               (2)  the board of directors may fill the vacancy; or

               (3)  if the directors remaining in office constitute fewer than a
                    quorum of the board, they may fill the vacancy by the
                    affirmative vote of a majority of all the directors
                    remaining in office.

          (b)  A vacancy that will occur at a specific later date, by reason of
               a resignation effective at a later date under Section 4.5(b) or
               otherwise may be filled before



               the vacancy occurs but the new director may not take office until
               the vacancy occurs.

     4.8  COMPENSATION OF DIRECTORS. The board of directors may fix the
          compensation of directors.

     4.9  CHAIRPERSON OF THE BOARD OF DIRECTORS.

          (a)  The board of directors may at any time appoint a director to be
               the chairperson of the board of directors.

          (b)  The chairperson of the board of directors may resign at any time
               by delivering notice to the board of directors. The board of
               directors may remove the chairperson at any time with or without
               cause. The resignation or removal of an individual from the
               position of chairperson will not, by itself, affect the
               individual's status as a director.

          (c)  The chairperson of the board of directors will preside at all
               meetings of the board of directors and will perform other duties
               prescribed by the board of directors.

          (d)  The chairperson of the board of directors is not an officer of
               the Company solely by reason of being the chairperson.

     4.10 MEETINGS.

          (a)  The board of directors may hold regular or special meetings in or
               out of the State of Oregon.

          (b)  The board of directors may permit any or all directors to
               participate in a regular or special meeting by, or conduct the
               meeting through, use of any means of communication by which all
               directors participating may simultaneously hear each other during
               the meeting. A director participating in a meeting by this means
               is deemed to be present in person at the meeting.

     4.11 ACTION WITHOUT MEETING.

          (a)  Action required or permitted by the Oregon Business Corporation
               Act to be taken at a board of directors' meeting may be taken
               without a meeting if the action is taken by all members of the
               board. The action must be evidenced by one or more written
               consents describing the action taken, signed by each director,
               and included in the minutes or filed with the corporate records
               reflecting the action taken.

          (b)  Action taken under this Section 4.11 is effective when the last
               director signs the consent, unless the consent specifies an
               earlier or later effective date.



          (c)  A consent signed under this Section 4.11 has the effect of a
               meeting vote and may be described as such in any document.

     4.12 NOTICE OF MEETING.

          (a)  Regular meetings of the board of directors may be held without
               notice of the date, time, place or purpose of the meeting.

          (b)  Special meetings of the board of directors must be preceded by at
               least two days' notice of the date, time and place of the
               meeting. The notice need not describe the purpose of the special
               meeting.

     4.13 WAIVER OF NOTICE.

          (a)  A director may at any time waive any notice required by the
               Oregon Business Corporation Act, the Articles of Incorporation or
               these Bylaws. Except as provided in Section 4.13(b), the waiver
               must be in writing, must be signed by the director entitled to
               the notice, must specify the meeting for which notice is waived
               and must be filed with the minutes or corporate records.

          (b)  A director's attendance at or participation in a meeting waives
               any required notice to the director of the meeting unless the
               director at the beginning of the meeting, or promptly upon the
               director's arrival, objects to holding the meeting or transacting
               business at the meeting and does not thereafter vote for or
               assent to action taken at the meeting.

     4.14 QUORUM AND VOTING.

          (a)  A quorum of the board of directors consists of a majority of the
               fixed number of directors.

          (b)  If a quorum is present when a vote is taken, the affirmative vote
               of a majority of directors present is the act of the board of
               directors.

          (c)  A director who is present at a meeting of the board of directors
               or a committee of the board of directors when corporate action is
               taken is deemed to have assented to the action taken unless:

               (1)  the director objects at the beginning of the meeting, or
                    promptly upon the director's arrival, to holding the meeting
                    or transacting business at the meeting;

               (2)  the director's dissent or abstention from the action taken
                    is entered in the minutes of the meeting; or

               (3)  the director delivers written notice of dissent or
                    abstention to the presiding officer of the meeting before
                    its adjournment or to the Company



                    immediately after adjournment of the meeting. The right of
                    dissent or abstention is not available to a director who
                    votes in favor of the action taken.

SECTION 5 OFFICERS

     5.1  REQUIRED OFFICERS.

          (a)  The Company must have a president and a secretary, and will have
               any other officers or assistant officers appointed by the board
               of directors.

          (b)  A duly appointed officer may appoint one or more officers or
               assistant officers if the appointment is authorized by these
               Bylaws or the board of directors.

          (c)  The same individual may simultaneously hold more than one office
               in the Company.

     5.2  DUTIES OF OFFICERS. Each officer has the authority and will perform
          the duties set forth in these Bylaws or, to the extent consistent with
          these Bylaws, the duties prescribed by the board of directors or by
          direction of an officer authorized by the board of directors to
          prescribe the duties of other officers.

     5.3  RESIGNATION AND REMOVAL OF OFFICERS.

          (a)  An officer may resign at any time by delivering notice to the
               Company. A resignation is effective when the notice is effective
               under ORS 60.034(5) unless the notice specifies a later effective
               time. If a resignation is made effective at a later time and the
               Company accepts the future effective time, the board of directors
               or the appointing officer may fill the pending vacancy before the
               effective time if the board of directors or the appointing
               officer provides that the successor does not take office until
               the effective time.

          (b)  An officer may be removed at any time with or without cause by:

               (1)  the board of directors;

               (2)  the appointing officer, unless otherwise provided by these
                    Bylaws or the board of directors; or

               (3)  any other officer if authorized by these Bylaws or the board
                    of directors.

          (c)  Once delivered, a notice of resignation is irrevocable unless
               revocation is permitted by the board of directors.

          (d)  As used in this Section 5.3, "appointing officer" means the
               officer or any successor to that officer who appointed the
               officer resigning or being removed.



     5.4  PRESIDENT. The president will supervise, direct, and control the
          business and affairs of the Company. The president also will perform
          all duties commonly incident to the office of president and other
          duties prescribed by the board of directors.

     5.5  VICE PRESIDENTS. The board of directors may appoint one or more vice
          presidents. If appointed, the vice president - or the vice president
          designated by the board of directors if more than one vice president
          is appointed - will perform the duties of the president if the
          president dies or becomes incapacitated. Each vice president also will
          perform all duties commonly incident to the office of vice president
          and other duties prescribed by the board of directors or an authorized
          officer.

     5.6  TREASURER. The board of directors may appoint a treasurer. If
          appointed, the treasurer will:

          (a)  have general charge of and be responsible for all funds and
               securities of the Company;

          (b)  receive and give receipts for monies due and payable to the
               Company from any source and deposit the monies in the name of the
               Company in banks, trust companies, or other depositories selected
               by the board of directors or an authorized officer; and

          (c)  perform all duties commonly incident to the office of treasurer
               and other duties prescribed by the board of directors or an
               authorized officer.

     5.7  SECRETARY. The secretary will:

          (a)  prepare minutes of the directors' and shareholders' meetings and
               authenticate records of the Company;

          (b)  ensure that all notices by the Company under the Oregon Business
               Corporation Act, the Articles of Incorporation or these Bylaws
               are given;

          (c)  keep and maintain the records of the Company specified in Section
               8.1(a) and Section 8.1(e);

          (d)  have general charge of the share transfer books of the Company;

          (e)  have general charge of the record of shareholders specified in
               Section 8.1(c); and

          (f)  perform all duties commonly incident to the office of secretary
               and other duties prescribed by the board of directors or an
               authorized officer.



SECTION 6 INDEMNIFICATION

     6.1  INDEMNIFICATION OF DIRECTORS.

          (a)  Except as provided in Section 6.1(d), the Company will indemnify
               an individual made a party to a proceeding because the individual
               is or was a director against liability incurred in the proceeding
               if:

               (1)  the conduct of the individual was in good faith;

               (2)  the individual reasonably believed that the individual's
                    conduct was in the best interests of the Company, or at
                    least not opposed to its best interests; and

               (3)  in the case of any criminal proceeding, the individual had
                    no reasonable cause to believe the individual's conduct was
                    unlawful.

          (b)  A director's conduct with respect to an employee benefit plan for
               a purpose the director reasonably believed to be in the interests
               of the participants in and beneficiaries of the plan is conduct
               that satisfies the requirement of Section 6.1(a)(2).

          (c)  The termination of a proceeding by judgment, order, settlement,
               conviction or upon a plea of nolo contendere or its equivalent is
               not, of itself, determinative that the director did not meet the
               standard of conduct described in this Section 6.1.

          (d)  The Company may not indemnify a director under this Section 6.1:

               (1)  in connection with a proceeding by or in the right of the
                    Company in which the director was adjudged liable to the
                    Company; or

               (2)  in connection with any other proceeding charging improper
                    personal benefit to the director in which the director was
                    adjudged liable on the basis that personal benefit was
                    improperly received by the director.

          (e)  Indemnification permitted under this Section 6.1 in connection
               with a proceeding by or in the right of the Company is limited to
               reasonable expenses incurred in connection with the proceeding.

     6.2  MANDATORY INDEMNIFICATION. The Company must indemnify a director who
          was wholly successful, on the merits or otherwise, in the defense of
          any proceeding to which the director was a party because of being a
          director of the Company against reasonable expenses incurred by the
          director in connection with the proceeding.



     6.3  ADVANCE FOR EXPENSES.

          (a)  The Company will pay for or reimburse the reasonable expenses
               incurred by a director who is a party to a proceeding in advance
               of final disposition of the proceeding if:

               (1)  the director furnishes the Company a written affirmation of
                    the director's good faith belief that the director has met
                    the standard of conduct described in Section 6.1; and

               (2)  the director furnishes the Company a written undertaking,
                    executed personally or on the director's behalf, to repay
                    the advance if it is ultimately determined that the director
                    did not meet the standard of conduct.

          (b)  The undertaking required by Section 6.3(a)(2) must be an
               unlimited general obligation of the director but need not be
               secured and may be accepted without reference to financial
               ability to make repayment.

     6.4  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

          (a)  The Company may not indemnify a director under Section 6.1 unless
               authorized in the specific case after a determination has been
               made that indemnification of the director is permissible in the
               circumstances because the director has met the standard of
               conduct set forth in Section 6.1.

          (b)  A determination that indemnification of a director is permissible
               must be made:

               (1)  by the board of directors by majority vote of a quorum
                    consisting of directors not at the time parties to the
                    proceeding;

               (2)  if a quorum cannot be obtained under Section 6.4(b)(1), by a
                    majority vote of a committee duly designated by the board of
                    directors consisting solely of two or more directors not at
                    the time parties to the proceeding, however, directors who
                    are parties to the proceeding may participate in designation
                    of the committee;

               (3)  by special legal counsel selected by the board of directors
                    or its committee in the manner prescribed in Section
                    6.4(b)(1) or Section 6.4(b)(2) or, if a quorum of the board
                    of directors cannot be obtained under Section 6.4(b)(1) and
                    a committee cannot be designated under Section 6.4(b)(2),
                    the special legal counsel will be selected by majority vote
                    of the full board of directors, including directors who are
                    parties to the proceeding; or

               (4)  by the shareholders.



          (c)  Authorization of indemnification and evaluation as to
               reasonableness of expenses will be made in the same manner as the
               determination that indemnification is permissible, except that if
               the determination is made by special legal counsel, authorization
               of indemnification and evaluation as to reasonableness of
               expenses will be made by those entitled under Section 6.4(b)(3)
               to select counsel.

     6.5  INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS.

          (a)  An officer of the Company is entitled to mandatory
               indemnification under Section 6.2 to the same extent as a
               director.

          (b)  The Company will indemnify and advance expenses under this
               Section 6 to an officer of the Company to the same extent as to a
               director.

          (c)  The Company may indemnify and advance expenses under this Section
               6 to an employee or agent of the Company to the same extent as to
               a director.

     6.6  NON-EXCLUSIVITY OF RIGHTS. The indemnification and provisions for
          advancement of expenses provided in this Section 6 will not be deemed
          exclusive of any other rights to which directors, officers, employees
          or agents may be entitled under the Articles of Incorporation, any
          agreement, general or specific action of the board of directors, vote
          of shareholders or otherwise, and will continue as to a person who has
          ceased to be a director, officer, employee or agent and will inure to
          the benefit of the heirs, executors and administrators of such a
          person.

SECTION 7 AMENDMENT OF BYLAWS

     The board of directors may amend or repeal these Bylaws unless the Oregon
     Business Corporation Act reserves this power exclusively to the
     shareholders in whole or in part, or the shareholders in amending or
     repealing a particular bylaw provide expressly that the board of directors
     may not amend or repeal that bylaw. The Company's shareholders may amend or
     repeal these Bylaws even though these Bylaws may also be amended or
     repealed by its board of directors.

SECTION 8 RECORDS

     8.1  CORPORATE RECORDS.

          (a)  The Company must keep as permanent records minutes of all
               meetings of its shareholders and board of directors, a record of
               all actions taken by the shareholders or board of directors
               without a meeting and a record of all actions taken by a
               committee of the board of directors in place of the board of
               directors on behalf of the Company.

          (b)  The Company must maintain appropriate accounting records.



          (c)  The Company or its agent must maintain a record of its
               shareholders, in a form that permits preparation of a list of the
               names and addresses of all shareholders in alphabetical order
               showing the number of shares held by each.

          (d)  The Company must maintain its records in written form or in
               another form capable of conversion into written form within a
               reasonable time.

          (e)  The Company must keep a copy of the following records at its
               principal office or registered office:

               (1)  the Articles of Incorporation or restated articles of
                    incorporation and all amendments to them currently in
                    effect;

               (2)  these Bylaws or restated bylaws and all amendments to them
                    currently in effect;

               (3)  the minutes of all shareholders' meetings and records of all
                    action taken by shareholders without a meeting, for the past
                    three years;

               (4)  all written communications to shareholders generally within
                    the past three years;

               (5)  a list of the names and business addresses of its current
                    directors and officers; and

               (6)  its most recent annual report delivered to the Secretary of
                    State under ORS 60.787.

     8.2  INSPECTION OF RECORDS BY SHAREHOLDERS.

          (a)  Subject to Section 8.3(c), a shareholder of the Company is
               entitled to inspect and copy, during regular business hours at
               the Company's principal office, any of the records of the Company
               described in Section 8.1(e) if the shareholder gives the Company
               written notice of the shareholder's demand at least five business
               days before the date on which the shareholder wishes to inspect
               and copy.

          (b)  A shareholder of the Company is entitled to inspect and copy,
               during regular business hours at a reasonable location specified
               by the Company, any of the following records of the Company if
               the shareholder meets the requirements of Section 8.2(c) and
               gives the Company written notice of the shareholder's demand at
               least five business days before the date on which the shareholder
               wishes to inspect and copy:

               (1)  excerpts from minutes of any meeting of the board of
                    directors, records of any action of a committee of the board
                    of directors while acting in place of the board of directors
                    on behalf of the Company, minutes of any meeting



                    of the shareholders and records of action taken by the
                    shareholders or board of directors without a meeting, to the
                    extent not subject to inspection under Section 8.2(a);

               (2)  accounting records of the Company, including tax returns;
                    and

               (3)  the record of shareholders.

          (c)  A shareholder may inspect and copy the records identified in
               Section 8.2(b) only if:

               (1)  the shareholder's demand is made in good faith and for a
                    proper purpose;

               (2)  the shareholder described with reasonable particularity the
                    shareholder's purpose and the records the shareholder
                    desires to inspect; and

               (3)  the records are directly connected with the shareholder's
                    purpose.

          (d)  This Section 8.2 does not affect the right of a shareholder to
               inspect records under ORS 60.224.

          (e)  For purposes of this Section 8.2, "shareholder" includes a
               beneficial owner whose shares are held in a voting trust or by a
               nominee on behalf of the beneficial owner.

     8.3  SCOPE OF INSPECTION RIGHT.

          (a)  A shareholder's agent or attorney has the same inspection and
               copying rights as the shareholder.

          (b)  The right to copy records under Section 8.2 includes, if
               reasonable, the right to receive copies made by photographic,
               xerographic or other means.

          (c)  The Company may impose a reasonable charge, covering the costs of
               labor and material, for copies of any documents provided to the
               shareholder. The charge may not exceed the estimated cost of
               production or reproduction of the records.

          (d)  The Company may comply with a shareholder's demand to inspect the
               record of shareholders under Section 8.2(b)(3) by providing the
               shareholder with a list of its shareholders that was compiled no
               earlier than the date of the shareholder's demand.

SECTION 9 DEFINITIONS

     All terms used in these Bylaws that are defined in the Oregon Business
     Corporation Act will have the meanings ascribed to them in the Oregon
     Business Corporation Act.

EX-3.9.(I)

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       of

                             HFS CORE SYSTEMS, INC.

          1. Name. The name of the corporation is HFS Core Systems, Inc. (the

"Corporation").

          2. Address; Registered Office and Agent. The address of the

Corporation's registered office is Corporation Trust Center, 1209 Orange Street,

Wilmington, County of New Castle, Delaware 19801 and the name of its registered

agent at such address is The Corporation Trust Company.

          3. Purposes. The purpose of the Corporation is to engage in any lawful

act or activity for which corporations may be organized under the General

Corporation Law.

          4. Number of Shares. The total number of shares of stock that the

Corporation shall have authority to issue is: Two Hundred (200), all of which

shall be shares of Common Stock with $0.01 par value.

          5. Name and Mailing Address of Incorporator. The name and mailing

address of the incorporator are: Robert B. Dellenbach, c/o Fenwick & West, Two

Palo Alto Square, Ste 800, Palo Alto, CA 94306.



                                                                               2


          6. Election of Directors. Unless and except to the extent that the

By-laws of the Corporation (the "By-laws") shall so require, the election of

directors of the Corporation need not be by written ballot.

          7. Limitation of Liability. To the fullest extent permitted under the

General Corporation Law, as amended from time to time, no director of the

Corporation shall be personally liable to the Corporation or its stockholders

for monetary damages for breach of fiduciary duty as a director.

          Any amendment, repeal or modification of the foregoing provision shall

not adversely affect any right or protection of a director of the Corporation

hereunder in respect of any act or omission occurring prior to the time of such

amendment, repeal or modification.

          8. Indemnification.

               8.1 Right to Indemnification. The Corporation shall indemnify and

hold harmless, to the fullest extent permitted by applicable law as it presently

exists or may hereafter be amended, any person (a "Covered Person") who was or

is made or is threatened to be made a party or is otherwise involved in any

action, suit or proceeding, whether civil, criminal, administrative or

investigative (a "Proceeding"), by reason of the fact that he or she, or a

person for whom he or she is the legal representative, is or was a director or

officer of the Corporation or, while a director or officer of the Corporation,

is or was serving at the request of the Corporation as a director, officer,

employee or agent of another corporation or of a partnership, joint venture,

trust, enterprise or nonprofit entity (an "Other Entity"), including service

with respect to employee benefit plans, against all liability and loss suffered

and expenses (including attorneys' fees) reasonably



                                                                               3


incurred by such Covered Person. Notwithstanding the preceding sentence, except

as otherwise provided in Section 8.3, the Corporation shall be required to

indemnify a Covered Person in connection with a Proceeding (or part thereof)

commenced by such Covered Person only if the commencement of such Proceeding (or

part thereof) by the Covered Person was authorized by the Board of Directors of

the Corporation (the "Board").


               8.2 Prepayment of Expenses. The Corporation shall pay the

expenses (including attorneys' fees) incurred by a Covered Person in defending

any Proceeding in advance of its final disposition, provided, however, that, to

the extent required by applicable law, such payment of expenses in advance of

the final disposition of the Proceeding shall be made only upon receipt of an

undertaking by the Covered Person to repay all amounts advanced if it should be

ultimately determined that the Covered Person is not entitled to be indemnified

under this Article 8 or otherwise.

               8.3 Claims. If a claim for indemnification or advancement of

expenses under this Article 8 is not paid in full within 30 days after a written

claim therefor by the Covered Person has been received by the Corporation, the

Covered Person may file suit to recover the unpaid amount of such claim and, if

successful in whole or in part, shall be entitled to be paid the expense of

prosecuting such claim. In any such action the Corporation shall have the burden

of proving that the Covered Person is not entitled to the requested

indemnification or advancement of expenses under applicable law.

               8.4 Nonexclusivity of Rights. The rights conferred on any Covered

Person by this Article 8 shall not be exclusive of any other rights that such



                                                                               4


Covered Person may have or hereafter acquire under any statute, provision of

this Certificate of Incorporation, the By-laws, agreement, vote of stockholders

or disinterested directors or otherwise.

               8.5 Other Sources. The Corporation's obligation, if any, to

indemnify or to advance expenses to any Covered Person who was or is serving at

its request as a director, officer, employee or agent of an Other Entity shall

be reduced by any amount such Covered Person may collect as indemnification or

advancement of expenses from such Other Entity.

               8.6 Amendment or Repeal. Any repeal or modification of the

foregoing provisions of this Article 8 shall not adversely affect any right or

protection hereunder of any Covered Person in respect of any act or omission

occurring prior to the time of such repeal or modification.

               8.7 Other Indemnification and Prepayment of Expenses. This

Article 8 shall not limit the right of the Corporation, to the extent and in the

manner permitted by applicable law, to indemnify and to advance expenses to

persons other than Covered Persons when and as authorized by appropriate

corporate action.

          9. Adoption, Amendment and/or Repeal of By-Laws. In furtherance and

not in limitation of the powers conferred by the laws of the State of Delaware,

the Board is expressly authorized to make, alter and repeal the By-laws, subject

to the power of the stockholders of the Corporation to alter or repeal any

By-law whether adopted by them or otherwise.

          10. Certificate Amendments. The Corporation reserves the right at any

time, and from time to time, to amend, alter, change or repeal any provision

contained in



                                                                               5


this Certificate of Incorporation, and other provisions authorized by the laws

of the State of Delaware at the time in force may be added or inserted, in the

manner now or hereafter prescribed by applicable law; and all rights,

preferences and privileges of whatsoever nature conferred upon stockholders,

directors or any other persons whomsoever by and pursuant to this Certificate of

Incorporation in its present form or as hereafter amended are granted subject to

the rights reserved in this article.

EX-3.9.(II)

                                     BY-LAWS

                                       of

                             HFS CORE SYSTEMS, INC.

                            (A Delaware Corporation)

                                   ----------

                                    ARTICLE 1

                                   DEFINITIONS

          As used in these By-laws, unless the context otherwise requires, the

term:

          1.1 "Assistant Secretary" means an Assistant Secretary of the

Corporation.

          1.2 "Assistant Treasurer" means an Assistant Treasurer of the

Corporation.

          1.3 "Board" means the Board of Directors of the Corporation.

          1.4 "By-laws" means the initial by-laws of the Corporation, as amended

from time to time.

          1.5 "Certificate of Incorporation" means the initial certificate of

incorporation of the Corporation, as amended, supplemented or restated from time

to time.

          1.6 "Chairman" means the Chairman of the Board of Directors of the

Corporation.

          1.7 "Corporation" means HFS Core Systems, Inc.

          1.8 "Directors" means directors of the Corporation.



                                                                               2


          1.9 "Entire Board" means all then authorized directors of the

Corporation.

          1.10 "General Corporation Law" means the General Corporation Law of

the State of Delaware, as amended from time to time.

          1.11 "Office of the Corporation" means the executive office of the

Corporation, anything in Section 131 of the General Corporation Law to the

contrary notwithstanding.

          1.12 "President" means the President of the Corporation.

          1.13 "Secretary" means the Secretary of the Corporation.

          1.14 "Stockholders" means stockholders of the Corporation.

          1.15 "Treasurer" means the Treasurer of the Corporation.

          1.16 "Vice President" means a Vice President of the Corporation.

                                   ARTICLE 2

                                  STOCKHOLDERS

          2.1 Place of Meetings. Every meeting of Stockholders may be held at

such place, within or without the State of Delaware, as may be designated by

resolution of the Board from time to time. The Board may, in its sole

discretion, determine that the meeting of Stockholders shall not be held at any

place, but may instead be held solely by means of remote communication in

accordance with Delaware law.

          2.2 Annual Meeting. If required by applicable law, a meeting of

Stockholders shall be held annually for the election of Directors at such date

and time as may be designated by resolution of the Board from time to time. Any

other business may be transacted at the annual meeting.



                                                                               3


          2.3 Special Meetings. Unless otherwise prescribed by applicable law,

special meetings of Stockholders may be called at any time by the Board and may

not be called by any other person or persons. Business transacted at any special

meeting of Stockholders shall be limited to the purpose stated in the notice.

          2.4 Fixing Record Date. For the purpose of (a) determining the

Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders

or any adjournment thereof, (ii) unless otherwise provided in the Certificate of

Incorporation, to express consent to corporate action in writing without a

meeting or (iii) to receive payment of any dividend or other distribution or

allotment of any rights, or entitled to exercise any rights in respect of any

change, conversion or exchange of stock; or (b) any other lawful action, the

Board may fix a record date, which record date shall not precede the date upon

which the resolution fixing the record date was adopted by the Board and which

record date, unless otherwise required by applicable law, shall not be (x) in

the case of clause (a)(i) above, more than 60 nor less than 10 days before the

date of such meeting, (y) in the case of clause (a)(ii) above, more than 10 days

after the date upon which the resolution fixing the record date was adopted by

the Board and (z) in the case of clause (a)(iii) or (b) above, more than 60 days

prior to such action. If no such record date is fixed:

               2.4.1 the record date for determining Stockholders entitled to

notice of or to vote at a meeting of Stockholders shall be at the close of

business on the day next preceding the day on which notice is given, or, if

notice is waived, at the close of business on the day next preceding the day on

which the meeting is held;



                                                                               4


               2.4.2 the record date for determining Stockholders entitled to

express consent to corporate action in writing without a meeting (unless

otherwise provided in the Certificate of Incorporation), when no prior action by

the Board is required by applicable law, shall be the first day on which a

signed written consent setting forth the action taken or proposed to be taken is

delivered to the Corporation in accordance with applicable law; and when prior

action by the Board is required by applicable law, the record date for

determining Stockholders entitled to express consent to corporate action in

writing without a meeting shall be at the close of business on the date on which

the Board adopts the resolution taking such prior action; and

               2.4.3 the record date for determining Stockholders for any

purpose other than those specified in Sections 2.4.1 and 2.4.2 shall be at the

close of business on the day on which the Board adopts the resolution relating

thereto. When a determination of Stockholders of record entitled to notice of or

to vote at any meeting of Stockholders has been made as provided in this Section

2.4, such determination shall apply to any adjournment thereof unless the Board

fixes a new record date for the adjourned meeting.

          2.5 Notice of Meetings of Stockholders. Whenever under the provisions

of applicable law, the Certificate of Incorporation or these By-laws,

Stockholders are required or permitted to take any action at a meeting, notice

shall be given stating the place, if any, date and hour of the meeting, the

means of remote communication, if any, by which Stockholders and proxy holders

may be deemed to be present in person and vote at such meeting, and, in the case

of a special meeting, the purpose or purposes for which the meeting is called.

Unless otherwise provided by



                                                                               5


applicable law, the Certificate of Incorporation or these By-laws, notice of any

meeting shall be given, not less than 10 nor more than 60 days before the date

of the meeting, to each Stockholder entitled to vote at such meeting. If mailed,

such notice shall be deemed to be given when deposited in the United States

mail, with postage prepaid, directed to the Stockholder at his or her address as

it appears on the records of the Corporation. An affidavit of the Secretary or

an Assistant Secretary or of the transfer agent of the Corporation that the

notice required by this Section 2.5 has been given shall, in the absence of

fraud, be prima facie evidence of the facts stated therein. Any meeting of

Stockholders, annual or special, may adjourn from time to time to reconvene at

the same or some other place. When a meeting is adjourned to another time or

place, notice need not be given of the adjourned meeting if the time and place

thereof are announced at the meeting at which the adjournment is taken, and at

the adjourned meeting any business may be transacted that might have been

transacted at the meeting as originally called. If, however, the adjournment is

for more than 30 days, or if after the adjournment a new record date is fixed

for the adjourned meeting, a notice of the adjourned meeting shall be given to

each Stockholder of record entitled to vote at the meeting.

          2.6 Waivers of Notice. Whenever the giving of any notice to

Stockholders is required by applicable law, the Certificate of Incorporation or

these By-laws, a waiver thereof, given by the person entitled to said notice,

whether before or after the event as to which such notice is required, shall be

deemed equivalent to notice. Attendance by a Stockholder at a meeting shall

constitute a waiver of notice of such meeting except when the Stockholder

attends a meeting for the express purpose of objecting, at the beginning of the

meeting, to the transaction of any business on the



                                                                               6


ground that the meeting has not been lawfully called or convened. Neither the

business to be transacted at, nor the purpose of, any regular or special meeting

of the Stockholders need be specified in any waiver of notice unless so required

by applicable law, the Certificate of Incorporation or these By-laws.

          2.7 List of Stockholders. The Secretary shall prepare and make, at

least 10 days before every meeting of Stockholders, a complete list of the

Stockholders entitled to vote at the meeting, arranged in alphabetical order,

and showing the address of each Stockholder and the number of shares registered

in the name of each Stockholder. Such list shall be open to the examination of

any Stockholder, the Stockholder's agent, or attorney, at the Stockholder's

expense, for any purpose germane to the meeting, for a period of at least 10

days prior to the meeting, during ordinary business hours at the principal place

of business of the Corporation, or on a reasonably accessible electronic network

as provided by applicable law. If the meeting is to be held at a place, the list

shall also be produced and kept at the time and place of the meeting during the

whole time thereof, and may be inspected by any Stockholder who is present. If

the meeting is held solely by means of remote communication, the list shall also

be open for examination as provided by applicable law. Upon the willful neglect

or refusal of the Directors to produce such a list at any meeting for the

election of Directors, they shall be ineligible for election to any office at

such meeting. Except as provided by applicable law, the stock ledger shall be

the only evidence as to who are the Stockholders entitled to examine the stock

ledger, the list of Stockholders or the books of the Corporation, or to vote in

person or by proxy at any meeting of Stockholders.



                                                                               7


          2.8 Quorum of Stockholders; Adjournment. Except as otherwise provided

by applicable law, the Certificate of Incorporation or these By-laws, at each

meeting of Stockholders, the presence in person or by proxy of the holders of a

majority in voting power of all outstanding shares of stock entitled to vote at

the meeting of Stockholders, shall constitute a quorum for the transaction of

any business at such meeting. In the absence of a quorum, the holders of a

majority in voting power of the shares of stock present in person or represented

by proxy at any meeting of Stockholders, including an adjourned meeting, whether

or not a quorum is present, may adjourn such meeting to another time and place.

Shares of its own stock belonging to the Corporation or to another corporation,

if a majority of the shares entitled to vote in the election of directors of

such other corporation is held, directly or indirectly, by the Corporation,

shall neither be entitled to vote nor be counted for quorum purposes; provided,

however, that the foregoing shall not limit the right of the Corporation to vote

stock, including but not limited to its own stock, held by it in a fiduciary

capacity.

          2.9 Voting; Proxies. Unless otherwise provided in the Certificate of

Incorporation, every Stockholder entitled to vote at any meeting of Stockholders

shall be entitled to one vote for each share of stock held by such Stockholder

which has voting power upon the matter in question. At any meeting of

Stockholders, all matters, except as otherwise provided by the Certificate of

Incorporation, these By-laws, the rules and regulations of any stock exchange

applicable to the Corporation, applicable law or pursuant to any rules or

regulations applicable to the Corporation or its securities, shall be decided by

the affirmative vote of a majority in voting power of shares of stock present in

person or represented by proxy and entitled to vote thereon. At all meetings of



                                                                               8


Stockholders for the election of Directors, a plurality of the votes cast shall

be sufficient to elect. Each Stockholder entitled to vote at a meeting of

Stockholders or to express consent or dissent to corporate action in writing

without a meeting may authorize another person or persons to act for such

Stockholder by proxy but no such proxy shall be voted or acted upon after three

years from its date, unless the proxy provides for a longer period. A proxy

shall be irrevocable if it states that it is irrevocable and if, and only so

long as, it is coupled with an interest sufficient in law to support an

irrevocable power. A Stockholder may revoke any proxy that is not irrevocable by

attending the meeting and voting in person or by delivering to the Secretary a

revocation of the proxy or by delivering a new proxy bearing a later date.

          2.10 Voting Procedures and Inspectors of Election at Meetings of

Stockholders. The Board, in advance of any meeting of Stockholders, may, and

shall if required by applicable law, appoint one or more inspectors, who may be

employees of the Corporation, to act at the meeting and make a written report

thereof. The Board may designate one or more persons as alternate inspectors to

replace any inspector who fails to act. If no inspector or alternate is able to

act at a meeting, the person presiding at the meeting may, and shall if required

by applicable law, appoint one or more inspectors to act at the meeting. Each

inspector, before entering upon the discharge of his or her duties, shall take

and sign an oath faithfully to execute the duties of inspector with strict

impartiality and according to the best of his or her ability. The inspectors

shall (a) ascertain the number of shares outstanding and the voting power of

each, (b) determine the shares represented at the meeting and the validity of

proxies and ballots, (c) count all votes and ballots, (d) determine and retain

for a reasonable period a record of



                                                                               9


the disposition of any challenges made to any determination by the inspectors,

and (e) certify their determination of the number of shares represented at the

meeting and their count of all votes and ballots. The inspectors may appoint or

retain other persons or entities to assist the inspectors in the performance of

their duties. Unless otherwise provided by the Board, the date and time of the

opening and the closing of the polls for each matter upon which the Stockholders

will vote at a meeting shall be determined by the person presiding at the

meeting and shall be announced at the meeting. No ballot, proxies or votes, or

any revocation thereof or change thereto, shall be accepted by the inspectors

after the closing of the polls unless the Court of Chancery of the State of

Delaware upon application by a Stockholder shall determine otherwise. In

determining the validity and counting of proxies and ballots cast at any meeting

of Stockholders, the inspectors may consider such information as is permitted by

applicable law. No person who is a candidate for office at an election may serve

as an inspector at such election.

          2.11 Conduct of Meetings; Organization. The Board may adopt by

resolution such rules and regulations for the conduct of the meeting of

Stockholders as it shall deem appropriate. At each meeting of Stockholders, the

President, or in the absence of the President, the Chairman, or if there is no

Chairman or if there be one and the Chairman is absent, a Vice President, and in

case more than one Vice President shall be present, that Vice President

designated by the Board (or in the absence of any such designation, the most

senior Vice President, based on age, present), shall preside over the meeting.

Except to the extent inconsistent with such rules and regulations as adopted by

the Board, the person presiding over any meeting of Stockholders shall have the

right and authority to convene and to adjourn the meeting, to prescribe such

rules, regulations and



                                                                              10


procedures and to do all such acts as, in the judgment of such person, are

appropriate for the proper conduct of the meeting. Such rules, regulations or

procedures, whether adopted by the Board or prescribed by the presiding officer

of the meeting, may include, without limitation, the following: (i) the

establishment of an agenda or order of business for the meeting; (ii) rules and

procedures for maintaining order at the meeting and the safety of those present;

(iii) limitations on attendance at or participation in the meeting to

Stockholders of record of the Corporation, their duly authorized and constituted

proxies or such other persons as the person presiding over the meeting shall

determine; (iv) restrictions on entry to the meeting after the time fixed for

the commencement thereof; and (v) limitations on the time allotted to questions

or comments by participants. The presiding officer at any meeting of

Stockholders, in addition to making any other determinations that may be

appropriate to the conduct of the meeting, shall, if the facts warrant,

determine and declare to the meeting that a matter or business was not properly

brought before the meeting and if such presiding officer should so determine,

such person shall so declare to the meeting and any such matter or business not

properly brought before the meeting shall not be transacted or considered.

Unless and to the extent determined by the Board or the person presiding over

the meeting, meetings of Stockholders shall not be required to be held in

accordance with the rules of parliamentary procedure. The Secretary, or in his

or her absence, one of the Assistant Secretaries, shall act as secretary of the

meeting. In case none of the officers above designated to act as the person

presiding over the meeting or as secretary of the meeting, respectively, shall

be present, a person presiding over the meeting or a secretary of the meeting,

as the case may be, shall be designated by the Board, and in case the Board has



                                                                              11


not so acted, in the case of the designation of a person to act as secretary of

the meeting, designated by the person presiding over the meeting.

          2.12 Order of Business. The order of business at all meetings of

Stockholders shall be as determined by the person presiding over the meeting.

          2.13 Written Consent of Stockholders Without a Meeting. Unless

otherwise provided in the Certificate of Incorporation, any action required by

the General Corporation Law to be taken at any annual or special meeting of

Stockholders, or any action which may be taken at any annual or special meeting

of Stockholders, may be taken without a meeting, without prior notice and

without a vote, if a consent or consents in writing, setting forth the action so

taken, shall be signed by the holders of outstanding stock having not less than

the minimum number of votes that would be necessary to authorize or take such

action at a meeting at which all shares entitled to vote thereon were present

and voted and shall be delivered (by hand or by certified or registered mail,

return receipt requested) to the Corporation by delivery to its registered

office in the State of Delaware, its principal place of business, or an officer

or agent of the Corporation having custody of the book in which proceedings of

meetings of Stockholders are recorded. Every written consent shall bear the date

of signature of each Stockholder who signs the consent and no written consent

shall be effective to take the corporate action referred to therein unless,

within 60 days of the earliest dated consent delivered in the manner required by

this Section 2.13, written consents signed by a sufficient number of holders to

take action are delivered to the Corporation as aforesaid. Prompt notice of the

taking of the corporate action without a meeting by less than unanimous written

consent shall, to the extent required by applicable law, be given to those

Stockholders who have not



                                                                              12


consented in writing, and who, if the action had been taken at a meeting, would

have been entitled to notice of the meeting if the record date for such meeting

had been the date that written consents signed by a sufficient number of holders

to take the action were delivered to the Corporation.

                                    ARTICLE 3

                                    DIRECTORS

          3.1 General Powers. Except as otherwise provided in the Certificate of

Incorporation, the business and affairs of the Corporation shall be managed by

or under the direction of the Board. The Board may adopt such rules and

regulations, not inconsistent with the Certificate of Incorporation or these

By-laws or applicable law, as it may deem proper for the conduct of its meetings

and the management of the Corporation. In addition to the powers expressly

conferred by these By-laws, the Board may exercise all powers and perform all

acts that are not required, by these By-laws or the Certificate of Incorporation

or by statute, to be exercised and performed by the Stockholders.

          3.2 Number; Qualification; Term of Office. The Board shall consist of

one or more members, the number thereof to be determined from time to time by

resolution of the Board. Directors need not be Stockholders. Each Director shall

hold office until a successor is duly elected and qualified or until the

Director's earlier death, resignation, disqualification or removal.

          3.3 Newly Created Directorships and Vacancies. Unless otherwise

provided by applicable law or the Certificate of Incorporation, any newly

created directorships resulting from an increase in the authorized number of

Directors and



                                                                              13


vacancies occurring in the Board for any cause, may be filled by the affirmative

votes of a majority of the remaining members of the Board, although less than a

quorum, or by a sole remaining Director, or may be elected by a plurality of the

votes cast. A Director so elected shall be elected to hold office until the

expiration of the term of office of the Director whom he or she has replaced or

until a successor is elected and qualified, or until the Director's earlier

death, resignation, disqualification or removal.

          3.4 Resignation. Any Director may resign at any time by notice given

in writing or by electronic transmission to the Corporation. Such resignation

shall take effect at the time therein specified, and, unless otherwise specified

in such resignation, the acceptance of such resignation shall not be necessary

to make it effective.

          3.5 Removal. Subject to the provisions of Section 141(k) of the

General Corporation Law, any or all of the Directors may be removed with or

without cause by vote of the holders of a majority of the shares then entitled

to vote at an election of Directors.

          3.6 Compensation. Each Director, in consideration of his or her

service as such, shall be entitled to receive from the Corporation such amount

per annum or such fees for attendance at Directors' meetings, or both, as the

Board may from time to time determine, together with reimbursement for the

reasonable out-of-pocket expenses, if any, incurred by such Director in

connection with the performance of his or her duties. Each Director who shall

serve as a member of any committee of Directors in consideration of serving as

such shall be entitled to such additional amount per annum or such fees for

attendance at committee meetings, or both, as the Board may from time to time

determine, together with reimbursement for the reasonable out-of-pocket

expenses,



                                                                              14


if any, incurred by such Director in the performance of his or her duties.

Nothing contained in this Section 3.6 shall preclude any Director from serving

the Corporation or its subsidiaries in any other capacity and receiving proper

compensation therefor.

          3.7 Regular Meetings. Regular meetings of the Board may be held

without notice at such times and at such places within or without the State of

Delaware as may be determined from time to time by resolution of the Board.

          3.8 Special Meetings. Special meetings of the Board may be held at

such times and at such places within or without the State of Delaware whenever

called by the Chairman, the President or the Secretary or by any two or more

Directors then serving as Directors on at least 24 hours' notice to each

Director given by one of the means specified in Section 3.11 hereof other than

by mail, or on at least three days' notice if given by mail. Special meetings

shall be called by the Chairman, President or Secretary in like manner and on

like notice on the written request of any two or more of the Directors then

serving as Directors.

          3.9 Telephone Meetings. Directors or members of any committee

designated by the Board may participate in a meeting of the Board or of such

committee by means of conference telephone or similar communications equipment

by means of which all persons participating in the meeting can hear each other,

and participation in a meeting pursuant to this Section 3.9 shall constitute

presence in person at such meeting.

          3.10 Adjourned Meetings. A majority of the Directors present at any

meeting of the Board, including an adjourned meeting, whether or not a quorum is

present, may adjourn such meeting to another time and place. At least 24 hours'

notice of any adjourned meeting of the Board shall be given to each Director

whether or not



                                                                              15


present at the time of the adjournment, if such notice shall be given by one of

the means specified in Section 3.11 hereof other than by mail, or at least three

days' notice if by mail. Any business may be transacted at an adjourned meeting

that might have been transacted at the meeting as originally called.

          3.11 Notice Procedure. Subject to Sections 3.8 and 3.12 hereof,

whenever, under applicable law, the Certificate of Incorporation or these

By-laws, notice is required to be given to any Director, such notice shall be

deemed given effectively if given in person or by telephone, by mail addressed

to such Director at such Director's address as it appears on the records of the

Corporation, with postage thereon prepaid, or by telegram, telecopy or, if

consented to by the Director to whom notice is given, by other means of

electronic transmission.

          3.12 Waiver of Notice. Whenever the giving of any notice to Directors

is required by applicable law, the Certificate of Incorporation or these

By-laws, a waiver thereof, given by the Director entitled to said notice,

whether before or after the event as to which such notice is required, shall be

deemed equivalent to notice. Attendance by a Director at a meeting shall

constitute a waiver of notice of such meeting except when the Director attends a

meeting for the express purpose of objecting, at the beginning of the meeting,

to the transaction of any business on the ground that the meeting has not been

lawfully called or convened. Neither the business to be transacted at, nor the

purpose of, any regular or special meeting of the Directors or a committee of

Directors need be specified in any waiver of notice unless so required by

applicable law, the Certificate of Incorporation or these By-laws.



                                                                              16


          3.13 Organization. At each meeting of the Board, the Chairman, or in

the absence of the Chairman, the President, or in the absence of the President,

a chairman chosen by a majority of the Directors present, shall preside. The

Secretary shall act as secretary at each meeting of the Board. In case the

Secretary shall be absent from any meeting of the Board, an Assistant Secretary

shall perform the duties of secretary at such meeting; and in the absence from

any such meeting of the Secretary and all Assistant Secretaries, the person

presiding at the meeting may appoint any person to act as secretary of the

meeting.

          3.14 Quorum of Directors. The presence in person of a majority of the

Entire Board shall be necessary and sufficient to constitute a quorum for the

transaction of business at any meeting of the Board.

          3.15 Action by Majority Vote. Except as otherwise expressly required

by applicable law, the Certificate of Incorporation or these By-laws, the vote

of a majority of the Directors present at a meeting at which a quorum is present

shall be the act of the Board.

          3.16 Action Without Meeting. Unless otherwise restricted by the

Certificate of Incorporation or these By-laws, any action required or permitted

to be taken at any meeting of the Board or of any committee thereof may be taken

without a meeting if all Directors or members of such committee, as the case may

be, consent thereto in writing or by electronic transmission, and the writing or

writings or electronic transmission or transmissions are filed with the minutes

of proceedings of the Board or committee. Such filing shall be in paper form if

the minutes are maintained in paper form and shall be in electronic form if the

minutes are maintained in electronic form.



                                                                              17


                                    ARTICLE 4

                             COMMITTEES OF THE BOARD

          The Board may, by resolution, designate one or more committees, each

committee to consist of one or more of the Directors of the Corporation. The

Board may designate one or more Directors as alternate members of any committee,

who may replace any absent or disqualified member at any meeting of such

committee. If a member of a committee shall be absent from any meeting, or

disqualified from voting thereat, the remaining member or members present at the

meeting and not disqualified from voting, whether or not such member or members

constitute a quorum, may, by a unanimous vote, appoint another member of the

Board to act at the meeting in the place of any such absent or disqualified

member. Any such committee, to the extent permitted by applicable law and to the

extent provided in the resolution of the Board designating such committee, shall

have and may exercise all the powers and authority of the Board in the

management of the business and affairs of the Corporation, and may authorize the

seal of the Corporation to be affixed to all papers that may require it. Unless

otherwise specified in the resolution of the Board designating a committee, at

all meetings of such committee, a majority of the then authorized members of the

committee shall constitute a quorum for the transaction of business, and the

vote of a majority of the members of the committee present at any meeting at

which there is a quorum shall be the act of the committee. Each committee shall

keep regular minutes of its meetings. Unless the Board otherwise provides, each

committee designated by the Board may make, alter and repeal rules for the

conduct of its business. In the absence of such rules each committee shall



                                                                              18


conduct its business in the same manner as the Board conducts its business

pursuant to Article 3 of these By-laws.

                                    ARTICLE 5

                                    OFFICERS

          5.1 Positions. The officers of the Corporation shall be a President, a

Secretary, and such other officers as the Board may elect, including a Chairman,

a Treasurer, one or more Vice Presidents and one or more Assistant Secretaries

and Assistant Treasurers, who shall exercise such powers and perform such duties

as shall be determined from time to time by resolution of the Board. The Board

may elect one or more Vice Presidents as Executive Vice Presidents and may use

descriptive words or phrases to designate the standing, seniority or areas of

special competence of the Vice Presidents elected or appointed by it. Any number

of offices may be held by the same person unless the Certificate of

Incorporation or these By-laws otherwise provide.

          5.2 Compensation. The compensation of all officers of the Corporation

shall be fixed by the Board or by any officer authorized by the Board to fix

such compensation. No officer shall be prevented from receiving a salary or

other compensation by reason of the fact that the officer is also a Director.


          5.3 Election. The officers of the Corporation shall be elected by the

Board at its annual meeting or at such other time or times as the Board shall

determine.

          5.4 Term of Office. Each officer of the Corporation shall hold office

for the term for which he or she is elected and until such officer's successor

is elected and qualifies or until such officer's earlier death, resignation or

removal. Any officer may



                                                                              19


resign at any time upon written notice to the Corporation. Such resignation

shall take effect at the date of receipt of such notice or at such later time as

is therein specified, and, unless otherwise specified, the acceptance of such

resignation shall not be necessary to make it effective. The resignation of an

officer shall be without prejudice to the contract rights of the Corporation, if

any. Any officer may be removed at any time, with or without cause by the Board.

Any vacancy occurring in any office of the Corporation may be filled by the

Board. The removal of an officer with or without cause shall be without

prejudice to the officer's contract rights, if any. The election or appointment

of an officer shall not of itself create contract rights.

          5.5 Fidelity Bonds. The Corporation may secure the fidelity of any or

all of its officers or agents by bond or otherwise.

          5.6 Chairman. The Chairman, if one shall have been appointed, shall

preside at all meetings of the Board and shall exercise such powers and perform

such other duties as shall be determined from time to time by resolution of the

Board.

          5.7 President. The President shall be the Chief Executive Officer of

the Corporation and shall have general supervision over the business of the

Corporation, subject, however, to the control of the Board and of any duly

authorized committee of the Board. The President shall preside at all meetings

of the Stockholders and at all meetings of the Board at which the Chairman (if

there be one) is not present. The President may sign and execute in the name of

the Corporation deeds, mortgages, bonds, contracts and other instruments, except

in cases in which the signing and execution thereof shall be expressly delegated

by resolution of the Board or by these By-laws to some other officer or agent of

the Corporation, or shall be required by applicable law otherwise to be signed



                                                                              20


or executed and, in general, the President shall perform all duties incident to

the office of President of a corporation and such other duties as may from time

to time be assigned to the President by resolution of the Board.

          5.8 Vice Presidents. At the request of the President, or, in the

President's absence, at the request of the Board, the Vice Presidents shall (in

such order as may be designated by the Board, or, in the absence of any such

designation, in order of seniority based on age) perform all of the duties of

the President and, in so performing, shall have all the powers of, and be

subject to all restrictions upon, the President. Any Vice President may sign and

execute in the name of the Corporation deeds, mortgages, bonds, contracts or

other instruments, except in cases in which the signing and execution thereof

shall be expressly delegated by resolution of the Board or by these By-laws to

some other officer or agent of the Corporation, or shall be required by

applicable law otherwise to be signed or executed, and each Vice President shall

perform such other duties as from time to time may be assigned to such Vice

President by resolution of the Board or by the President.

          5.9 Secretary. The Secretary shall attend all meetings of the Board

and of the Stockholders and shall record all the proceedings of the meetings of

the Board and of the Stockholders in a book to be kept for that purpose, and

shall perform like duties for committees of the Board, when required. The

Secretary shall give, or cause to be given, notice of all special meetings of

the Board and of the Stockholders and shall perform such other duties as may be

prescribed by the Board or by the President, under whose supervision the

Secretary shall be. The Secretary shall have custody of the corporate seal of

the Corporation, and the Secretary, or an Assistant Secretary, shall have

authority to



                                                                              21


affix the same on any instrument requiring it, and when so affixed, the seal may

be attested by the signature of the Secretary or by the signature of such

Assistant Secretary. The Board may, by resolution, give general authority to any

other officer to affix the seal of the Corporation and to attest the same by

such officer's signature. The Secretary or an Assistant Secretary may also

attest all instruments signed by the President or any Vice President. The

Secretary shall have charge of all the books, records and papers of the

Corporation relating to its organization and management, shall see that the

reports, statements and other documents required by applicable law are properly

kept and filed and, in general, shall perform all duties incident to the office

of Secretary of a corporation and such other duties as may from time to time be

assigned to the Secretary by resolution of the Board or by the President.

          5.10 Treasurer. The Treasurer, if one shall have been appointed, shall

have charge and custody of, and be responsible for, all funds, securities and

notes of the Corporation; receive and give receipts for moneys due and payable

to the Corporation from any sources whatsoever; deposit all such moneys and

valuable effects in the name and to the credit of the Corporation in such

depositaries as may be designated by the Board; against proper vouchers, cause

such funds to be disbursed by checks or drafts on the authorized depositaries of

the Corporation signed in such manner as shall be determined by the Board and be

responsible for the accuracy of the amounts of all moneys so disbursed;

regularly enter or cause to be entered in books or other records maintained for

the purpose full and adequate account of all moneys received or paid for the

account of the Corporation; have the right to require from time to time reports

or statements giving such information as the Treasurer may desire with respect

to any and



                                                                              22


all financial transactions of the Corporation from the officers or agents

transacting the same; render to the President or the Board, whenever the

President or the Board shall require the Treasurer so to do, an account of the

financial condition of the Corporation and of all financial transactions of the

Corporation; disburse the funds of the Corporation as ordered by the Board; and,

in general, perform all duties incident to the office of Treasurer of a

corporation and such other duties as may from time to time be assigned to the

Treasurer by resolution of the Board or by the President.

          5.11 Assistant Secretaries and Assistant Treasurers. Assistant

Secretaries and Assistant Treasurers, if either shall have been appointed, shall

perform such duties as shall be assigned to them by the Secretary or by the

Treasurer, respectively, or by resolution of the Board or by the President.

                                    ARTICLE 6

                                 INDEMNIFICATION

          6.1 Right to Indemnification. The Corporation shall indemnify and hold

harmless, to the fullest extent permitted by applicable law as it presently

exists or may hereafter be amended, any person (a "Covered Person") who was or

is made or is threatened to be made a party or is otherwise involved in any

action, suit or proceeding, whether civil, criminal, administrative or

investigative (a "Proceeding"), by reason of the fact that he or she, or a

person for whom he or she is the legal representative, is or was a director or

officer of the Corporation or, while a director or officer of the Corporation,

is or was serving at the request of the Corporation as a director, officer,

employee or agent of another corporation or of a partnership, joint venture,

trust, enterprise or nonprofit



                                                                              23


entity (an "Other Entity"), including service with respect to employee benefit

plans, against all liability and loss suffered and expenses (including

attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the

preceding sentence, except as otherwise provided in Section 6.3, the Corporation

shall be required to indemnify a Covered Person in connection with a Proceeding

(or part thereof) commenced by such Covered Person only if the commencement of

such Proceeding (or part thereof) by the Covered Person was authorized by the

Board.

          6.2 Prepayment of Expenses. The Corporation shall pay the expenses

(including attorneys' fees) incurred by a Covered Person in defending any

Proceeding in advance of its final disposition, provided, however, that, to the

extent required by applicable law, such payment of expenses in advance of the

final disposition of the Proceeding shall be made only upon receipt of an

undertaking by the Covered Person to repay all amounts advanced if it should be

ultimately determined that the Covered Person is not entitled to be indemnified

under this Article 6 or otherwise.

          6.3 Claims. If a claim for indemnification or advancement of expenses

under this Article 6 is not paid in full within 30 days after a written claim

therefor by the Covered Person has been received by the Corporation, the Covered

Person may file suit to recover the unpaid amount of such claim and, if

successful in whole or in part, shall be entitled to be paid the expense of

prosecuting such claim. In any such action the Corporation shall have the burden

of proving that the Covered Person is not entitled to the requested

indemnification or advancement of expenses under applicable law.

          6.4 Nonexclusivity of Rights. The rights conferred on any Covered

Person by this Article 6 shall not be exclusive of any other rights that such

Covered



                                                                              24


Person may have or hereafter acquire under any statute, provision of the

Certificate of Incorporation, these By-laws, agreement, vote of stockholders or

disinterested directors or otherwise.

          6.5 Other Sources. The Corporation's obligation, if any, to indemnify

or to advance expenses to any Covered Person who was or is serving at its

request as a director, officer, employee or agent of an Other Entity shall be

reduced by any amount such Covered Person may collect as indemnification or

advancement of expenses from such Other Entity.

          6.6 Amendment or Repeal. Any repeal or modification of the foregoing

provisions of this Article 6 shall not adversely affect any right or protection

hereunder of any Covered Person in respect of any act or omission occurring

prior to the time of such repeal or modification.

          6.7 Other Indemnification and Prepayment of Expenses. This Article 6

shall not limit the right of the Corporation, to the extent and in the manner

permitted by applicable law, to indemnify and to advance expenses to persons

other than Covered Persons when and as authorized by appropriate corporate

action.

                                    ARTICLE 7

                               GENERAL PROVISIONS

          7.1 Certificates Representing Shares. Every holder of stock shall be

entitled to have a certificate signed by or in the name of the Corporation by

the Chairman, if any, or the President or a Vice President and by the Secretary

or an Assistant Secretary or the Treasurer or an Assistant Treasurer, certifying

the number of



                                                                              25


shares owned by such Stockholder in the Corporation. Any or all of the

signatures upon a certificate may be facsimiles. In case any officer, transfer

agent or registrar who has signed or whose facsimile signature has been placed

upon any certificate shall have ceased to be such officer, transfer agent or

registrar before such certificate is issued, such certificate may be issued by

the Corporation with the same effect as if such person were such officer,

transfer agent or registrar at the date of issue.

          7.2 Transfer and Registry Agents. The Corporation may from time to

time maintain one or more transfer offices or agents and registry offices or

agents at such place or places as may be determined from time to time by the

Board.

          7.3 Lost, Stolen or Destroyed Certificates. The Corporation may issue

a new certificate of stock in the place of any certificate theretofore issued by

it, alleged to have been lost, stolen or destroyed, and the Corporation may

require the owner of the lost, stolen or destroyed certificate, or his legal

representative, to give the Corporation a bond sufficient to indemnify it

against any claim that may be made against it on account of the alleged loss,

theft or destruction of any such certificate or the issuance of such new

certificate.

          7.4 Form of Records. Any records maintained by the Corporation in the

regular course of its business, including its stock ledger, books of account,

and minute books, may be kept on, or by means of, or be in the form of, any

information storage device or method, provided that the records so kept can be

converted into clearly legible paper form within a reasonable time. The

Corporation shall so convert any records so kept upon the request of any person

entitled to inspect such records pursuant to applicable law.



                                                                              26


          7.5 Seal. The corporate seal shall have the name of the Corporation

inscribed thereon and shall be in such form as may be approved from time to time

by the Board. The seal may be used by causing it or a facsimile thereof to be

impressed or affixed or otherwise reproduced.

          7.6 Fiscal Year. The fiscal year of the Corporation shall be

determined by resolution of the Board.

          7.7 Amendments. These By-laws may be altered, amended or repealed and

new By-laws may be adopted by the Board, but the Stockholders may make

additional By-laws and may alter and repeal any By-laws whether adopted by them

or otherwise.

EX-3.10.(I)

                          CERTIFICATE OF INCORPORATION

                                       of

                           HFS SCANTRON HOLDINGS CORP.

               (Under Section 402 of the Business Corporation Law)

     The undersigned incorporator, a natural person over the age of eighteen
years, in order to form a corporation under the Business Corporation Law of the
State of New York (the "Business Corporation Law"), certifies as follows:

     1. Name. The name of the corporation is HFS SCANTRON HOLDINGS CORP. (the
"Corporation").

     2. Purposes. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Business
Corporation Law. The Corporation is not formed to engage in any act or activity
requiring the consent or approval of any state official, department, board,
agency or other body without such consent or approval first being obtained.

     3. Office. The office of the Corporation is to be located in the County of
New York, State of New York.

     4. Number of Shares; Preemptive Rights Denied.

          4.1 The aggregate number of shares that the Corporation shall have
authority to issue is: two hundred (200), all of which shall be shares of Common
Stock of the par value of one cent ($0.01) each.

          4.2 No holder of shares of the Corporation shall be entitled as of
right to subscribe for, purchase or receive any new or additional shares of any
class, whether now or hereafter authorized, or any notes, bonds, debentures or
other securities



                                                                               2


convertible into, or carrying options or warrants to purchase, shares of any
class; but all such new or additional shares of any class, or notes, bonds,
debentures or other securities convertible into, or carrying options or warrants
to purchase, shares of any class may be issued or disposed of by the Board of
Directors of the Corporation (the "Board") to such persons and on such terms as
it, in its absolute discretion, may deem advisable.

          5. Designation of Secretary of State; Mailing Address. The Secretary
of State is designated as the agent of the Corporation upon whom process in any
action or proceeding against the Corporation may be served, and the address to
which the Secretary of State shall mail a copy of process in any action or
proceeding against the Corporation which may be served upon the Secretary of
State is:

                     2123 Adam Clayton Powell, Jr. Boulevard
                               New York, NY 10027

     6. Limitation of Liability. No director of the Corporation shall have
personal liability to the Corporation or its shareholders for damages for any
breach of duty as a director, provided that nothing in this Section 6 shall
eliminate or limit the liability of any director if a judgment or other final
adjudication adverse to such director establishes that such director's acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that such director personally gained in fact a financial
profit or other advantage to which such director was not legally entitled or
that such director's acts violated section 719 of the Business Corporation Law.

     7. Indemnification.

          7.1 To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any



                                                                               3


threatened, pending or completed action, suit or proceeding (a "Proceeding"),
whether civil, criminal, administrative or investigative, including, without
limitation, an action by or in the right of the Corporation to procure a
judgment in its favor, by reason of the fact that such person, or a person of
whom such person is the legal representative, is or was a director or officer of
the Corporation, or, at the relevant time being or having been such an officer
or director, is or was serving in any capacity at the request of the Corporation
for any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise (an "Other Entity"), against judgments, fines,
penalties, excise taxes, amounts paid in settlement and costs, charges and
expenses (including, without limitation, attorneys' fees, disbursements and
other charges). Notwithstanding the foregoing, no indemnification shall be made
to or on behalf of any director or officer of the Corporation if a judgment or
other final adjudication adverse to such director or officer establishes that
(a) his or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated or
(b) he or she personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled. Persons who at the relevant time are
not or were not directors or officers of the Corporation may be similarly
indemnified in respect of service to the Corporation or to an Other Entity at
the request of the Corporation to the extent the Board at any time specifies
that such persons are entitled to the benefits of this Section 7.

     7.2 The Corporation shall, from time to time, reimburse or advance to any
director or officer or other person entitled to indemnification hereunder the
funds necessary for payment of expenses, including, without limitation,
attorneys' fees, disbursements and other charges, incurred in connection with
any Proceeding, in



                                                                               4


advance of the final disposition of such Proceeding; provided, however, that, if
required by the Business Corporation Law, such expenses incurred by or on behalf
of any director or officer or other person may be paid in advance of the final
disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such director, officer or other person is not
entitled to be indemnified for such expenses.

     7.3 A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in section 722 of the Business Corporation Law shall be entitled to
indemnification as authorized in such section. Except as provided in the next
preceding sentence, any indemnification required or permitted by applicable law
or by any provisions of this Certificate of Incorporation, unless ordered by a
court, shall be made by the Corporation only if authorized in the specific case:
(a) by the Board acting by a quorum consisting of directors who are not parties
to such proceeding upon a finding that the director or officer has met the
standard of conduct set forth in section 722, or established pursuant to section
721, as the case may be, of the Business Corporation Law (the "Applicable
Standard"); or (b) if a quorum under clause (a) is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, (1) by the Board
upon the opinion in writing of independent legal counsel that indemnification is
proper in the circumstances because the Applicable Standard has been met by such
director or officer,



                                                                               5


or (2) by the shareholders upon a finding that the director or officer has met
the Applicable Standard.

     7.4 The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Section 7 shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
reimbursement or advancement of expenses may have or hereafter be entitled under
any statute, this Certificate of Incorporation, the By-laws, any agreement, any
vote of shareholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office.

     7.5 The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Section 7 shall continue as
to a person who has ceased to be a director or officer (or other person
indemnified hereunder) and shall inure to the benefit of the executors,
administrators, legatees and distributees of such person.

     7.6 The Corporation shall have the power to purchase and maintain insurance
to indemnify (a) itself for any obligation that it incurs as a result of the
indemnification of directors and officers under the provisions of this Section 7
or (b) any director or officer in instances in which he or she may be
indemnified under the provisions of this Section 7, against any liability
asserted, whether or not the Corporation would have the power to indemnify such
person against such liability under the laws of the State of New York, subject
to the limitations imposed under section 726 of the Business Corporation Law (or
any successor section).



                                                                               6


     7.7 To secure payment of any obligation of indemnification or advancement
of expenses provided by, or granted pursuant to, this Section 7, the Corporation
may create a trust fund, grant a security interest or use other means
(including, without limitation, a letter of credit) to insure the payment of
such sums as may become necessary to effect indemnification or advancement of
expenses as provided herein.

     7.8 The provisions of this Section 7 shall be a contract between the
Corporation, on the one hand, and each director and officer who serves in such
capacity at any time while this Section 7 is in effect and any other person
indemnified hereunder, on the other hand, pursuant to which the Corporation and
each such director, officer or other person intend to be legally bound. No
repeal or modification of this Section 7 shall affect any rights or obligations
with respect to any state of facts then or theretofore existing or thereafter
arising or any proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.

     7.9 The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Section 7 shall be
enforceable by any person entitled to such indemnification or reimbursement or
advancement of expenses in any court of competent jurisdiction. The burden of
proving that such indemnification or reimbursement or advancement of expenses is
not appropriate shall be on the Corporation. Neither the failure of the
Corporation (including its Board, its independent legal counsel and its
shareholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual



                                                                               7


determination by the Corporation (including its Board, its independent legal
counsel and its shareholders) that such person is not entitled to such
indemnification or reimbursement or advancement of expenses shall constitute a
defense to the action or create a presumption that such person is not so
entitled. Such a person shall also be indemnified for any expenses incurred in
connection with successfully establishing his or her right to such
indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.

     7.10 Any director or officer of the Corporation serving in any capacity (a)
another corporation of which a majority of the shares entitled to vote in the
election of its directors is held, directly or indirectly, by the Corporation or
(b) any employee benefit plan of the Corporation or any corporation referred to
in clause (a) shall be deemed to be doing so at the request of the Corporation.

     7.11 Any person entitled to be indemnified or to reimbursement or
advancement of expenses as a matter of right pursuant to this Section 7 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by



                                                                               8


the law in effect at the time indemnification or reimbursement or advancement of
expenses is sought.

     8. Duration. The duration of the Corporation is to be perpetual.

     IN WITNESS WHEREOF, the undersigned incorporator subscribes this
Certificate and affirms it as true under the penalties of perjury on this 23rd
day of April, 2007.


                                        /s/ Lucy S. Popkin
                                        ----------------------------------------
                                        Lucy S. Popkin
                                        1285 Avenue of the Americas
                                        New York, New York 10019-6064

EX-3.10.(II)

                                     BY-LAWS

                                       of

                           HFS SCANTRON HOLDINGS CORP.

                            (A New York Corporation)

                                     ARTICLE 1

                                   DEFINITIONS

     As used in these By-laws, unless the context otherwise requires, the term:

     1.1 "Assistant Secretary" means an Assistant Secretary of the Corporation.

     1.2 "Assistant Treasurer" means an Assistant Treasurer of the Corporation.

     1.3 "Board" means the Board of Directors of the Corporation.

     1.4 "Business Corporation Law" means the Business Corporation Law of the
State of New York, as amended from time to time.

     1.5 "By-laws" means the initial by-laws of the Corporation, as amended from
time to time.

     1.6 "Certificate of Incorporation" means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.

     1.7 "Chairman" means the Chairman of the Board of Directors of the
Corporation.

     1.8 "Corporation" means HFS Scantron Holdings Corp.



                                                                               2


     1.9 "Directors" means directors of the Corporation.

     1.10 "Entire Board" means the total number of Directors that the
Corporation would have if there were no vacancies.

     1.11 "Office of the Corporation" means the executive office of the
Corporation, anything in Section 102(10) of the Business Corporation Law to the
contrary notwithstanding.

     1.12 "President" means the President of the Corporation.

     1.13 "Secretary" means the Secretary of the Corporation.

     1.14 "Shareholders" means shareholders of the Corporation.

     1.15 "Treasurer" means the Treasurer of the Corporation.

     1.16 "Vice President" means a Vice President of the Corporation.

                                    ARTICLE 2

                                  SHAREHOLDERS

     2.1 Place of Meetings. Every meeting of Shareholders shall be held at the
office of the Corporation or at such other place within or without the State of
New York as shall be specified or fixed in the notice of such meeting or in the
waiver of notice thereof.

     2.2 Annual Meeting. A meeting of Shareholders shall be held annually for
the election of Directors and the transaction of other business at such hour and
on such business day as may be determined by the Board and designated in the
notice of meeting.

     2.3 Special Meeting for Election of Directors, Etc. If the annual meeting
of Shareholders for the election of Directors and the transaction of other
business is not held within the months specified in Section 2.2 hereof, the
Board may call a special



                                                                               3


meeting of Shareholders for the election of Directors and the transaction of
other business as soon thereafter as convenient.

     2.4 Other Special Meetings. A special meeting of Shareholders (other than a
special meeting for the election of Directors), unless otherwise prescribed by
statute, may be called at any time by the Board or by the President or by the
Secretary. At any special meeting of Shareholders only such business may be
transacted as is related to the purpose or purposes of such meeting set forth in
the notice thereof given pursuant to Section 2.6 hereof or in any waiver of
notice thereof given pursuant to Section 2.7 hereof.

     2.5 Fixing Record Date. For the purpose of determining the Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or to express consent to or dissent from any corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights, or any other lawful action, the
Board may fix, in advance, a record date. Such date shall not be more than 50
nor less than 10 days before the date of such meeting, nor more than 50 days
prior to any other action. If no such record date is fixed:

          2.5.1 the record date for determining Shareholders entitled to notice
     of or to vote at a meeting of Shareholders shall be at the close of
     business on the day next preceding the day on which notice is given, or, if
     no notice is given, the day on which the meeting is held; and



                                                                               4


          2.5.2 the record date for determining Shareholders for any purpose
     other than that specified in Section 2.5.1 shall be at the close of
     business on the day on which the Board adopts the resolution relating
     thereto.

When a determination of Shareholders entitled to notice of or to vote at any
meeting of Shareholders has been made as provided in this Section 2.5, such
determination shall apply to any adjournment thereof unless the Board fixes a
new record date for the adjourned meeting.

     2.6 Notice of Meetings of Shareholders. Except as otherwise provided in
Sections 2.5 and 2.7 hereof, whenever under the provisions of any statute, the
Certificate of Incorporation or these By-laws, Shareholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, unless it is the annual meeting,
indicating that it is being issued by or at the direction of the person or
persons calling the meeting. Notice of a special meeting shall also state the
purpose or purposes for which the meeting is called. If, at any meeting, action
is proposed to be taken which would, if taken, entitle Shareholders fulfilling
the requirements of section 623 of the Business Corporation Law ("Section 623")
to receive payment for their shares, the notice of such meeting shall include a
statement of that purpose and to that effect and shall be accompanied by a copy
of Section 623 or an outline of its material terms. Unless otherwise provided by
any statute, the Certificate of Incorporation or these By-laws, a copy of the
notice of any meeting shall be given, personally or by first class mail, not
fewer than ten nor more than fifty days before the date of the meeting, to each
Shareholder entitled to notice of or to vote at such meeting; provided, however,
that a copy of such notice may be given by



                                                                               5


third class mail not fewer than twenty-four nor more than fifty days before the
date of the meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, with postage prepaid, directed to the
Shareholder at his or her address as it appears on the records of the
Corporation, or, if the Shareholder shall have filed with the Secretary a
written request that notices be mailed to some other address, then directed to
the Shareholder at such other address. An affidavit of the Secretary or other
person giving the notice or of the transfer agent of the Corporation that the
notice required by this Section 2.6 has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted at the meeting as originally called.
If, however, after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each Shareholder of
record on the new record date who is entitled to notice.

     2.7 Waivers of Notice. Notice of meeting need not be given to any
Shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any Shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by such Shareholder.

     2.8 List of Shareholders. A list of Shareholders as of the record date,
certified by the officer of the Corporation responsible for its preparation, or
by a transfer agent, shall be produced at any meeting of Shareholders upon the
request thereat or prior



                                                                               6


thereto of any Shareholder. If the right to vote at any meeting is challenged,
the inspectors of election, or person presiding thereat, shall require such list
of Shareholders to be produced as evidence of the right of the persons
challenged to vote at such meeting, and all persons who appear from such list to
be Shareholders entitled to vote thereat may vote at such meeting.

     2.9 Quorum of Shareholders; Adjournment. Except as otherwise provided by
any statute, the Certificate of Incorporation or these By-laws, the holders of
one-third of all outstanding shares entitled to vote at any meeting of
Shareholders, present in person or represented by proxy, shall constitute a
quorum for the transaction of any business at such meeting, provided that when a
specified item of business is required to be voted on by a class or series (if
the Corporation shall then have outstanding shares of more than one class or
series) voting as a class, the holders of a majority of the shares of such class
or series shall constitute a quorum (as to such class or series) for the
transaction of such item of business. When a quorum is once present to organize
a meeting of Shareholders, it is not broken by the subsequent withdrawal of any
Shareholders. The holders of a majority of the shares present in person or
represented by proxy at any meeting of Shareholders, including an adjourned
meeting, whether or not a quorum is present, may adjourn such meeting to another
time and place.

     2.10 Voting; Proxies. Unless otherwise provided in the Certificate of
Incorporation, every Shareholder of record shall be entitled at every meeting of
Shareholders to one vote for each share standing in his or her name on the
record of Shareholders determined in accordance with Section 2.5 hereof. If the
Certificate of Incorporation provides for more or less than one vote for any
share on any matter, each



                                                                               7


reference in the By-laws or the Business Corporation Law to a majority or other
proportion of shares shall refer to such majority or other proportion of the
votes of such shares. The provisions of section 612 of the Business Corporation
Law shall apply in determining whether any shares may be voted and the persons,
if any, entitled to vote such shares, but the Corporation shall be protected in
assuming that the persons in whose names shares stand on the share ledger of the
Corporation are entitled to vote such shares. Holders of redeemable shares are
not entitled to vote after the notice of redemption is mailed to such holders
and a sum sufficient to redeem the shares has been deposited with a bank or
trust company under an irrevocable obligation to pay the holders the redemption
price on surrender of the shares. At any meeting of Shareholders (at which a
quorum was present to organize the meeting), all matters, except as otherwise
provided by statute or by the Certificate of Incorporation or by these By-laws,
shall be decided by a majority of the votes cast at such meeting by the holders
of shares present in person or represented by proxy and entitled to vote
thereon, whether or not a quorum is present when the vote is taken. In voting on
any question on which a vote by ballot is required by law or is demanded by any
Shareholder entitled to vote, the voting shall be by ballot. Each ballot shall
be signed by the Shareholder voting or the Shareholder's proxy and shall state
the number of shares voted. On all other questions, the voting may be viva voce.
Each Shareholder entitled to vote at a meeting of Shareholders or to express
consent or dissent without a meeting may authorize another person or persons to
act for such Shareholder by proxy. The validity and enforceability of any proxy
shall be determined in accordance with section 609 of the Business Corporation
Law. Every



                                                                               8


proxy shall be revocable at the pleasure of the Shareholder executing it, except
as otherwise provided by section 609 of the Business Corporation Law.

     2.11 Voting Procedures and Inspectors of Election at Meetings of
Shareholders. The Board, in advance of any meeting of Shareholders, may appoint
one or more inspectors to act at the meeting or any adjournment thereof. The
Board may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate has been appointed by
the Board or is able to act at a meeting, the person presiding at the meeting
may appoint, and on the request of any Shareholder entitled to vote thereat
shall appoint, one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his or her duties, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspector or inspectors shall
determine the number of shares outstanding and the voting power of each, the
number of shares represented at the meeting, the existence of a quorum and the
validity and effect of proxies and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents and determine
the result, and shall do such acts as are proper to conduct the election or vote
with fairness to all Shareholders. On request of the person presiding at the
meeting or any Shareholder entitled to vote thereat, the inspector or inspectors
shall make a report in writing of any challenge, question or matter determined
by the inspector or inspectors and execute a certificate of any fact found by
the inspector or inspectors. Any report or certificate made by the inspector or
inspectors shall be prima facie evidence of the facts stated and of the vote as
certified by the inspector or inspectors.



                                                                               9


The inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of their duties. Unless otherwise provided by the
Board, the date and time of the opening and the closing of the polls for each
matter upon which the Shareholders will vote at a meeting shall be determined by
the person presiding at the meeting and shall be announced at the meeting. No
ballot, proxies or votes, or any revocation thereof or change thereto, shall be
accepted by the inspectors after the closing of the polls unless the courts of
the State of New York upon application by a Shareholder shall determine
otherwise.

     2.12 Organization. At each meeting of Shareholders, the Chairman, or in the
absence of the Chairman the President, or in the absence of the President a Vice
President, and in case more than one Vice President shall be present, that Vice
President designated by the Board (or in the absence of any such designation,
the most senior Vice President, based on age, present), shall act as chairman of
the meeting. The Secretary, or in his or her absence one of the Assistant
Secretaries, shall act as secretary of the meeting. In case none of the officers
above designated to act as chairman or secretary of the meeting, respectively,
shall be present, a chairman or a secretary of the meeting, as the case may be,
shall be chosen by a majority of the votes cast at such meeting by the holders
of shares present in person or represented by proxy and entitled to vote at the
meeting.

     2.13 Order of Business. The order of business at all meetings of
Shareholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by



                                                                              10


a majority of the votes cast at such meeting by the holders of shares present in
person or represented by proxy and entitled to vote at the meeting.

     2.14 Written Consent of Shareholders Without a Meeting. Whenever the
Shareholders are required or permitted to take any action by vote, such action
may be taken without a meeting on written consent, setting forth the action so
taken or to be taken, signed by the holders of all outstanding shares of the
Corporation entitled to vote thereon. Such consent shall have the same effect as
a unanimous vote of Shareholders. This Section 2.14 shall not be construed to
alter or modify the provisions of any section or any provision in the
Certificate of Incorporation not inconsistent with the Business Corporation Law
under which the written consent of the holder of less than all outstanding
shares of the Corporation is sufficient for corporate action.

                                    ARTICLE 3

                                    DIRECTORS

     3.1 General Powers. Except as otherwise provided in the Certificate of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Certificate of Incorporation or these
By-laws or applicable laws, as it may deem proper for the conduct of its
meetings and the management of the Corporation. In addition to the powers
expressly conferred by these By-laws, the Board may exercise all powers and
perform all acts that are not required, by these By-laws or the Certificate of
Incorporation or by statute, to be exercised and performed by the Shareholders.

     3.2 Number; Qualification; Term of Office. The number of Directors
constituting the Board shall be one or more. Subject to the provisions of the
preceding



                                                                              11


sentence and of section 702(b) of the Business Corporation Law, the number of
Directors shall be fixed initially by the incorporator and may thereafter be
changed from time to time by action of the Shareholders or by action of the
Board. Each Director shall be at least eighteen years of age. Directors need not
be Shareholders. Each Director shall be elected to hold office until the annual
meeting of Shareholders next following such Director's election and until such
Director's successor shall have been elected and shall qualify, or until such
Director's earlier death, resignation or removal.

     3.3 Election. Directors shall, except as otherwise required by statute or
by the Certificate of Incorporation, be elected by a plurality of the votes cast
at a meeting of Shareholders by the holders of shares entitled to vote in the
election.

     3.4 Newly Created Directorships and Vacancies. Unless otherwise provided in
the Certificate of Incorporation, newly created Directorships resulting from an
increase in the number of Directors and vacancies occurring in the Board for any
other reason, including the removal of Directors without cause, may be filled by
the affirmative votes of a majority of the entire Board, although less than a
quorum, or by a sole remaining Director, or may be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election at a
special meeting of Shareholders called for that purpose. A Director elected to
fill a vacancy, unless elected by the Shareholders, shall hold office until the
meeting of Shareholders next following such Director's election at which the
election of Directors is in the regular order of business and until such
Director's successor shall have been elected and shall qualify, or until such
Director's earlier death, resignation or removal.



                                                                              12


     3.5 Resignation. Any Director may resign at any time by written notice to
the Corporation. Such resignation shall take effect at the time therein
specified, and, unless otherwise specified in such resignation, the acceptance
of such resignation shall not be necessary to make it effective.

     3.6 Removal. Subject to the provisions of section 706 of the Business
Corporation Law, (a) any or all of the Directors may be removed for cause by
vote of the Shareholders or by action of the Board and (b) any or all of the
Directors may be removed without cause by vote of the Shareholders.

     3.7 Compensation. Each Director, in consideration of his or her service as
such, shall be entitled to receive from the Corporation such amount per annum or
such fees for attendance at Directors' meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable
out-of-pocket expenses, if any, incurred by such Director in connection with the
performance of his or her duties. Each Director who shall serve as a member of
any committee of Directors in consideration of serving as such shall be entitled
to such additional amount per annum or such fees for attendance at committee
meetings, or both, as the Board may from time to time determine, together with
reimbursement for the reasonable out-of-pocket expenses, if any, incurred by
such Director in the performance of his or her duties. Nothing contained in this
Section 3.7 shall preclude any Director from serving the Corporation or its
subsidiaries in any other capacity and receiving proper compensation therefor.

     3.8 Times and Places of Meetings. The Board may hold meetings, both regular
and special, either within or without the State of New York. The times and



                                                                              13


places for holding meetings of the Board may be fixed from time to time by
resolution of the Board or (unless contrary to a resolution of the Board) in the
notice of the meeting.

     3.9 Annual Meetings. On the day when and at the place where the annual
meeting of Shareholders for the election of Directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 3.11
hereof for special meetings of the Board or in a waiver of notice thereof.

     3.10 Regular Meetings. Regular meetings of the Board may be held without
notice at such times and at such places as shall from time to time be determined
by the Board.

     3.11 Special Meetings. Special meetings of the Board may be called by the
Chairman, the President or the Secretary or by any two or more Directors then
serving on at least one day's notice to each Director given by one of the means
specified in Section 3.14 hereof other than by mail, or on at least three days'
notice if given by mail. Special meetings shall be called by the Chairman,
President or Secretary in like manner and on like notice on the written request
of any two or more of the Directors then serving.

     3.12 Telephone Meetings. Directors or members of any committee designated
by the Board may participate in a meeting of the Board or of such committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 3.12 shall constitute
presence in person at such meeting.



                                                                              14


     3.13 Adjourned Meetings. A majority of the Directors present at any meeting
of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. At least one day's
notice of any adjourned meeting of the Board shall be given to each Director
whether or not present at the time of the adjournment, if such notice shall be
given by one of the means specified in Section 3.14 hereof other than by mail,
or at least three days' notice if by mail. Any business may be transacted at an
adjourned meeting that might have been transacted at the meeting as originally
called.

     3.14 Notice Procedure. Subject to Sections 3.11 and 3.17 hereof, whenever,
under the provisions of any statute, the Certificate of Incorporation or these
By-laws, notice is required to be given to any Director, such notice shall be
deemed given effectively if given in person or by telephone, by mail addressed
to such Director at such Director's address as it appears on the records of the
Corporation, with postage thereon prepaid, or by telegram, telex, telecopy or
similar means addressed as aforesaid.

     3.15 Waiver of Notice. Whenever the giving of any notice is required by
statute, the Certificate of Incorporation or these By-laws, a waiver thereof, in
writing, signed by the person or persons entitled to said notice, whether before
or after the event as to which such notice is required, shall be deemed
equivalent to notice. Attendance by a person at a meeting shall constitute a
waiver of notice of such meeting except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Directors or a committee of Directors
need be



                                                                              15


specified in any written waiver of notice unless so required by statute, the
Certificate of Incorporation or these By-laws.

     3.16 Organization. At each meeting of the Board, the Chairman, or in the
absence of the Chairman the President, or in the absence of the President a
chairman chosen by a majority of the Directors present, shall preside. The
Secretary shall act as secretary at each meeting of the Board. In case the
Secretary shall be absent from any meeting of the Board, an Assistant Secretary
shall perform the duties of secretary at such meeting; and in the absence from
any such meeting of the Secretary and all Assistant Secretaries, the person
presiding at the meeting may appoint any person to act as secretary of the
meeting.

     3.17 Quorum of Directors. The presence in person of a majority of the
entire Board shall be necessary and sufficient to constitute a quorum for the
transaction of business at any meeting of the Board.

     3.18 Action by Majority Vote. Except as otherwise expressly required by
statute, the Certificate of Incorporation or these By-laws, the vote of a
majority of the Directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the Board.

     3.19 Action Without Meeting. Unless otherwise restricted by the Certificate
of Incorporation or these By-laws, any action required or permitted to be taken
at any meeting of the Board or of any committee thereof may be taken without a
meeting if all Directors or members of such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.



                                                                              16


                                    ARTICLE 4

                             COMMITTEES OF THE BOARD

     The Board, by resolution adopted by a majority of the entire Board, may
designate from among its members, an executive committee and other committees,
each consisting of three or more Directors and each of which, to the extent
provided in the resolution, shall have all the authority of the Board, except
that no such committee shall have authority as to the following matters: (i) the
submission to Shareholders of any action that needs Shareholders' approval under
the Business Corporation Law, (ii) the filling of vacancies in the Board or in
any committee, (iii) the fixing of compensation of the Directors for serving on
the Board or on any committee, (iv) the amendment or repeal of the By-laws or
the adoption of new By-laws or (v) the amendment or repeal of any resolution of
the Board which by its terms shall not be so amendable or repealable. The Board
may designate one or more Directors as alternate members of any such committee,
who may replace any absent member or members at any meeting of such committee.
Unless otherwise specified in the resolution of the Board designating a
committee, at all meetings of such committee a majority of the total number of
members of the committee shall constitute a quorum for the transaction of
business, and the vote of a majority of the members of the committee present at
any meeting at which there is a quorum shall be the act of the committee. Each
committee shall keep regular minutes of its meetings. Unless the Board otherwise
provides, each committee designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board conducts it
business pursuant to Article 3 of these By-laws.



                                                                              17


                                    ARTICLE 5

                                    OFFICERS

     5.1 Positions. The officers of the Corporation shall be a President, a
Secretary, a Treasurer and such other officers as the Board may appoint,
including a Chairman, one or more Vice Presidents and one or more Assistant
Secretaries and Assistant Treasurers, who shall exercise such powers and perform
such duties as shall be determined from time to time by the Board. The Board may
designate one or more Vice Presidents as Executive Vice Presidents and may use
descriptive words or phrases to designate the standing, seniority or areas of
special competence of the Vice Presidents elected or appointed by it. Any two or
more offices may be held by the same person, except the offices of President and
Secretary; provided, however, that when all of the issued and outstanding shares
of the Corporation are owned by one person, such person may hold all or any
combination of offices.

     5.2 Appointment. The officers of the Corporation shall be chosen by the
Board at its annual meeting or at such other time or times as the Board shall
determine.

     5.3 Compensation. The compensation of all officers of the Corporation shall
be fixed by the Board. No officer shall be prevented from receiving a salary or
other compensation by reason of the fact that the officer is also a Director.

     5.4 Term of Office. Each officer of the Corporation shall hold office for
the term for which he was elected and until such officer's successor is chosen
and qualifies or until such officer's earlier death, resignation or removal. Any
vacancy occurring in any office of the Corporation may be filled by the Board.
Any officer may resign at any time upon written notice to the Corporation. Such
resignation shall take



                                                                              18


effect at the date of receipt of such notice or at such later time as is therein
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective. The resignation of an officer shall
be without prejudice to the contract rights of the Corporation, if any. Any
officer elected or appointed by the Board may be removed at any time, with or
without cause, by vote of a majority of the entire Board. The removal of an
officer without cause shall be without prejudice to the officer's contract
rights, if any. The election or appointment of an officer shall not of itself
create contract rights.

     5.5 Fidelity Bonds. The Corporation may secure the fidelity of any or all
of its officers or agents by bond or otherwise.

     5.6 Chairman. The Chairman, if one shall have been elected, shall preside
at all meetings of the Board and shall exercise such powers and perform such
other duties as shall be determined from time to time by the Board.

     5.7 President. The President shall be the Chief Executive Officer of the
Corporation and shall have general supervision over the business of the
Corporation, subject, however, to the control of the Board and of any duly
authorized committee of Directors. The President shall preside at all meetings
of the Shareholders and at all meetings of the Board at which the Chairman (if
one shall have been elected) is not present. The President may sign and execute
in the name of the Corporation deeds, mortgages, bonds, contracts and other
instruments except in cases in which the signing and execution thereof shall be
expressly delegated by the Board or by these By-laws to some other officer or
agent of the Corporation or shall be required by statute otherwise to be signed
or executed and, in general, the President shall perform all duties incident to



                                                                              19


the office of President of a corporation and such other duties as may from time
to time be assigned to the President by the Board.

     5.8 Vice Presidents. At the request of the President, or, in the
President's absence, at the request of the Board, the Vice Presidents shall (in
such order as may be designated by the Board or, in the absence of any such
designation, in order of seniority based on age) perform all of the duties of
the President and, in so performing, shall have all the powers of, and be
subject to all restrictions upon, the President. Any Vice President may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments, except in cases in which the signing and execution thereof
shall be expressly delegated by the Board or by these By-laws to some other
officer or agent of the Corporation, or shall be required by statute otherwise
to be signed or executed, and each Vice President shall perform such other
duties as from time to time may be assigned to such Vice President by the Board
or by the President.

     5.9 Secretary. The Secretary shall attend all meetings of the Board and of
the Shareholders and shall record all the proceedings of the meetings of the
Board and of the Shareholders in a book to be kept for that purpose, and shall
perform like duties for committees of the Board, when required. The Secretary
shall give, or cause to be given, notice of all special meetings of the Board
and of the Shareholders and shall perform such other duties as may be prescribed
by the Board or by the President, under whose supervision the Secretary shall
be. The Secretary shall have custody of the corporate seal of the Corporation,
and the Secretary, or an Assistant Secretary, shall have authority to impress
the same on any instrument requiring it, and when so impressed the seal may be
attested by the signature of the Secretary or by the signature of such Assistant
Secretary.



                                                                              20


The Board may give general authority to any other officer to impress the seal of
the Corporation and to attest the same by such officer's signature. The
Secretary or an Assistant Secretary may also attest all instruments signed by
the President or any Vice President. The Secretary shall have charge of all the
books, records and papers of the Corporation relating to its organization and
management, shall see that the reports, statements and other documents required
by statute are properly kept and filed and, in general, shall perform all duties
incident to the office of Secretary of a corporation and such other duties as
may from time to time be assigned to the Secretary by the Board or by the
President.

     5.10 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys and valuable effects in the name and to the
credit of the Corporation in such depositaries as may be designated by the
Board; against proper vouchers, cause such funds to be disbursed by checks or
drafts on the authorized depositaries of the Corporation signed in such manner
as shall be determined by the Board and be responsible for the accuracy of the
amounts of all moneys so disbursed; regularly enter or cause to be entered in
books or other records maintained for the purpose full and adequate account of
all moneys received or paid for the account of the Corporation; have the right
to require from time to time reports or statements giving such information as
the Treasurer may desire with respect to any and all financial transactions of
the Corporation from the officers or agents transacting the same; render to the
President or the Board, whenever the President or the Board shall require the
Treasurer so



                                                                              21


to do, an account of the financial condition of the Corporation and of all
financial transactions of the Corporation; exhibit at all reasonable times the
records and books of account to any of the Directors upon application at the
office of the Corporation where such records and books are kept; disburse the
funds of the Corporation as ordered by the Board; and, in general, perform all
duties incident to the office of Treasurer of a corporation and such other
duties as may from time to time be assigned to the Treasurer by the Board or the
President.

     5.11 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries
and Assistant Treasurers shall perform such duties as shall be assigned to them
by the Secretary or by the Treasurer, respectively, or by the Board or by the
President.

                                    ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     6.1 Execution of Contracts. The Board, except as otherwise provided in
these By-laws, may prospectively or retroactively authorize any officer or
officers, employee or employees or agent or agents, in the name and on behalf of
the Corporation, to enter into any contract or execute and deliver any
instrument, and any such authority may be general or confined to specific
instances, or otherwise limited.

     6.2 Loans. The Board may prospectively or retroactively authorize the
President or any other officer, employee or agent of the Corporation to effect
loans and advances at any time for the Corporation from any bank, trust company
or other institution, or from any firm, corporation or individual, and for such
loans and advances the person so authorized may make, execute and deliver
promissory notes, bonds or other certificates or evidences of indebtedness of
the Corporation, and, when authorized by the



                                                                              22


Board so to do, may pledge and hypothecate or transfer any securities or other
property of the Corporation as security for any such loans or advances. Such
authority conferred by the Board may be general or confined to specific
instances, or otherwise limited.

     6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all evidences of
indebtedness of the Corporation shall be signed on behalf of the Corporation in
such manner as shall from time to time be determined by resolution of the Board.

     6.4 Deposits. The funds of the Corporation not otherwise employed shall be
deposited from time to time to the order of the Corporation with such banks,
trust companies, investment banking firms, financial institutions or other
depositaries as the Board may select or as may be selected by an officer,
employee or agent of the Corporation to whom such power to select may from time
to time be delegated by the Board.

                                    ARTICLE 7

                              SHARES AND DIVIDENDS

     7.1 Certificates Representing Shares. The shares of the Corporation shall
be represented by certificates in such form (consistent with the provisions of
section 508 of the Business Corporation Law) as shall be approved by the Board.
Such certificates shall be signed by the Chairman or the President or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and may be impressed with the seal of the Corporation or a
facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles, if the certificate is countersigned by a transfer agent or
registered by a registrar other than the Corporation itself or its employee, or
the shares are listed on a registered national securities exchange. In case



                                                                              23


any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, such
certificate may, unless otherwise ordered by the Board, be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.

     7.2 Transfer of Shares. Transfers of shares of the Corporation shall be
made only on the books of the Corporation by the holder thereof or by the
holder's duly authorized attorney appointed by a power of attorney duly executed
and filed with the Secretary or a transfer agent of the Corporation, and on
surrender of the certificate or certificates representing such shares properly
endorsed for transfer and upon payment of all necessary transfer taxes. Every
certificate exchanged, returned or surrendered to the Corporation shall be
marked "Cancelled," with the date of cancellation, by the Secretary or an
Assistant Secretary or the transfer agent of the Corporation. A person in whose
name shares shall stand on the books of the Corporation shall be deemed the
owner thereof to receive dividends, to vote as such owner and for all other
purposes as respects the Corporation. No transfer of shares shall be valid as
against the Corporation, its Shareholders and creditors for any purpose, except
to render the transferee liable for the debts of the Corporation to the extent
provided by law, until such transfer shall have been entered on the books of the
Corporation by an entry showing from and to whom transferred.

     7.3 Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board.



                                                                              24


     7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any
shares of the Corporation shall immediately notify the Corporation of any loss,
destruction, theft or mutilation of the certificate representing such shares,
and the Corporation may issue a new certificate to replace the certificate
alleged to have been lost, destroyed, stolen or mutilated. The Board may, in its
discretion, as a condition to the issue of any such new certificate, require the
owner of the lost, destroyed, stolen or mutilated certificate, or his or her
legal representatives, to make proof satisfactory to the Board of such loss,
destruction, theft or mutilation and to advertise such fact in such manner as
the Board may require, and to give the Corporation and its transfer agents and
registrars, or such of them as the Board may require, a bond in such form, in
such sums and with such surety or sureties as the Board may direct, to indemnify
the Corporation and its transfer agents and registrars against any claim that
may be made against any of them on account of the continued existence of any
such certificate so alleged to have been lost, destroyed, stolen or mutilated
and against any expense in connection with such claim.

     7.5 Rules and Regulations. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these By-laws or with the
Certificate of Incorporation, concerning the issue, transfer and registration of
certificates representing shares.

     7.6 Restriction on Transfer of Shares. If any two or more Shareholders or
subscribers for shares of the Corporation shall enter into any agreement whereby
the rights of any one or more of them to sell, assign, transfer, mortgage,
pledge, hypothecate, or transfer on the books of the Corporation, any or all of
such shares held by them shall



                                                                              25


be abridged, limited or restricted, and if a copy of such agreement shall be
filed with the Corporation and shall contain a provision that the certificates
representing shares subject to it shall bear a reference to such agreement, then
all certificates representing shares covered or affected by said agreement shall
have such reference thereto endorsed thereon; and such shares shall not
thereafter be transferred on the books of the Corporation except in accordance
with the terms and provisions of such agreement.

     7.7 Dividends, Surplus, Etc. Subject to the provisions of the Certificate
of Incorporation and of law, the Board:

          7.7.1 may declare and pay dividends or make other distributions on its
     outstanding shares in such amounts and at such time or times as it, in its
     discretion, shall deem advisable giving due consideration to the condition
     of the affairs of the Corporation;

          7.7.2 may use and apply, in its discretion, any of the surplus of the
     Corporation in purchasing or acquiring any shares of the Corporation, or
     purchase warrants therefor, in accordance with law, or any of its bonds,
     debentures, notes, scrip or other securities or evidences of indebtedness;
     and

          7.7.3 may set aside from time to time out of such surplus or net
     profits such sum or sums as, in its discretion, it may think proper, as a
     reserve fund to meet contingencies, or for equalizing dividends or for the
     purpose of maintaining or increasing the property or business of the
     Corporation, or for any purpose it may think conducive to the best
     interests of the Corporation.



                                                                              26


                                    ARTICLE 8

                                 INDEMNIFICATION

     8.1 Indemnity Undertaking. To the extent not prohibited by law, the
Corporation shall indemnify any person who is or was made, or threatened to be
made, a party to any threatened, pending or completed action, suit or proceeding
(a "Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a Director or
officer of the Corporation, or, at the relevant time being or having been such a
Director or officer, is or was serving in any capacity at the request of the
Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees, disbursements and other
charges). Notwithstanding the foregoing, no indemnification shall be made to or
on behalf of any Director or officer of the Corporation if a judgment or other
final adjudication adverse to such Director or officer establishes that (a) his
or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated or
(b) he or she personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled. Persons who at the relevant time are
not or were not Directors or officers of the Corporation may be similarly
indemnified in respect of service to the Corporation or to an Other Entity at
the request of the Corporation to the extent the Board at any time specifies
that such persons are entitled to the benefits of this Article 8.



                                                                              27


     8.2 Advancement of Expenses. The Corporation shall, from time to time,
reimburse or advance to any Director or officer or other person entitled to
indemnification hereunder the funds necessary for payment of expenses, including
attorneys' fees, disbursements and other charges, incurred in connection with
any Proceeding, in advance of the final disposition of such Proceeding;
provided, however, that, if required by the Business Corporation Law, such
expenses incurred by or on behalf of any Director or officer or other person may
be paid in advance of the final disposition of a Proceeding only upon receipt by
the Corporation of an undertaking, by or on behalf of such Director or officer
(or other person indemnified hereunder), to repay any such amount so advanced if
it shall ultimately be determined by final judicial decision from which there is
no further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

     8.3 A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in section 722 of the Business Corporation Law shall be entitled to
indemnification as authorized in such section. Except as provided in the next
preceding sentence, any indemnification required or permitted by applicable law
or by any provisions of these By-Laws, unless ordered by a court, shall be made
by the Corporation only if authorized in the specific case: (a) by the Board
acting by a quorum consisting of Directors who are not parties to such
proceeding upon a finding that the Director or officer has met the standard of
conduct set forth in section 722, or established pursuant to section 721, as the
case may be, of the Business Corporation Law (the "Applicable Standard"); or (b)
if a quorum under clause (a) is not obtainable or, even if obtainable, a quorum
of



                                                                              28


disinterested directors so directs, (1) by the Board upon the opinion in writing
of independent legal counsel that indemnification is proper in the circumstances
because the Applicable Standard has been met by such Director or officer, or (2)
by the Shareholders upon a finding that the Director or officer has met the
Applicable Standard.

     8.4 Rights Not Exclusive. The rights to indemnification and reimbursement
or advancement of expenses provided by, or granted pursuant to, this Article 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, the Certificate of Incorporation, these
By-laws, any agreement, any vote of Shareholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

     8.5 Continuation of Benefits. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall continue as to a person who has ceased to be a Director or
officer (or other person indemnified hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.

     8.6 Insurance. The Corporation shall have the power to purchase and
maintain insurance to indemnify (a) itself for any obligation that it incurs as
a result of the indemnification of Directors and officers under the provisions
of this Article 8 or (b) any Director or officer in instances in which he or she
may be indemnified under the provisions of this Article 8, against any liability
asserted, whether or not the Corporation would have the power to indemnify such
person against such liability under the laws of



                                                                              29


the State of New York, subject to the limitations imposed under section 726 of
the Business Corporation Law (or any successor section).

     8.7 Security. To secure payment of any obligation of indemnification or
advancement of expenses provided by, or granted pursuant to, this Article 8, the
Corporation may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to insure the payment
of such sums as may become necessary to effect indemnification or advancement of
expenses as provided herein.

     8.8 Binding Effect. The provisions of this Article 8 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time while this Article 8 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer or other person intend to be legally
bound. No repeal or modification of this Article 8 shall affect any rights or
obligations with respect to any state of facts then or theretofore existing or
thereafter arising or any proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts.

     8.9 Procedural Rights. The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Article 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the



                                                                              30


Corporation (including its Board, its independent legal counsel and its
Shareholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the Corporation
(including its Board, its independent legal counsel and its Shareholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.

     8.10 Service Deemed at Corporation's Request. Any Director or officer of
the Corporation serving in any capacity (a) another corporation of which a
majority of the shares entitled to vote in the election of its directors is
held, directly or indirectly, by the Corporation or (b) any employee benefit
plan of the Corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.

     8.11 Election of Applicable Law. Any person entitled to be indemnified or
to reimbursement or advancement of expenses as a matter of right pursuant to
this Article 8 may elect to have the right to indemnification or reimbursement
or advancement of expenses interpreted on the basis of the applicable law in
effect at the time of the occurrence of the event or events giving rise to the
applicable Proceeding, to the extent permitted by law, or on the basis of the
applicable law in effect at the time such indemnification or



                                                                              31


reimbursement or advancement of expenses is sought. Such election shall be made,
by a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of expenses is sought; provided, however, that if
no such notice is given, the right to indemnification or reimbursement or
advancement of expenses shall be determined by the law in effect at the time
indemnification or reimbursement or advancement of expenses is sought.

                                    ARTICLE 9

                                BOOKS AND RECORDS

     9.1 Books and Records. There shall be kept at the principal office of the
Corporation correct and complete records and books of account recording the
financial transactions of the Corporation and minutes of the proceedings of the
Shareholders, the Board and any committee of the Board. The Corporation shall
keep at the office of the Corporation in New York, or at the office of the
transfer agent or registrar of the Corporation, a record containing the names
and addresses of all Shareholders, the number and class of shares held by each
and the dates when they respectively became the owners of record thereof.

     9.2 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

     9.3 Inspection of Books and Records. Except as otherwise provided by law,
the Board shall determine from time to time whether, and, if allowed, when and



                                                                              32


under what conditions and regulations, the accounts, books, minutes and other
records of the Corporation, or any of them, shall be open to the Shareholders
for inspection.

                                   ARTICLE 10

                                      SEAL

     The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal, New
York". The seal may be used by causing it or a facsimile thereof to be impressed
or affixed or otherwise reproduced.

                                   ARTICLE 11

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be fixed, and may be changed, by
resolution of the Board.

                                   ARTICLE 12

                              PROXIES AND CONSENTS

     Unless otherwise directed by the Board, the President, any Vice President,
the Secretary or the Treasurer, or any one of them, may execute and deliver on
behalf of the Corporation proxies respecting any and all shares or interests of
any Other Entity owned by the Corporation appointing such person or persons as
the officer executing the same shall deem proper to represent and vote the
shares or interests so owned at any and all meetings of holders of shares or
interests, whether general or special, and/or to execute and deliver consents
respecting such shares or interests; or any of the aforesaid officers may attend
any meeting of the holders of shares or interests of such Other Entity and
thereat vote or exercise any or all other powers of the Corporation as the
holder of such shares or interests.



                                                                              33


                                   ARTICLE 13

                                EMERGENCY BY-LAWS

     Unless the Certificate of Incorporation provides otherwise, the following
provisions of this Article 13 shall be effective during an emergency, which is
defined as when, in the event of attack, the New York State Defense Council
orders the effectiveness of emergency by-laws. During such emergency:

     13.1 Notice to Board Members. Any one member of the Board or any one of the
following officers: Chairman, President, any Vice President, Secretary, or
Treasurer, may call a meeting of the Board. Notice of such meeting need be given
only to those Directors whom it is practicable to reach, and may be given in any
practical manner, including by publication and radio. Such notice shall be given
at least six hours prior to commencement of the meeting.

     13.2 Temporary Directors and Quorum. One or more officers of the
Corporation present at the emergency Board meeting, as is necessary to achieve a
quorum, shall be considered to be Directors for the meeting, and shall so serve
in order of rank, and within the same rank, in order of seniority. In the event
that less than a quorum of the Directors are present (including any officers who
are to serve as Directors for the meeting), those Directors present (including
the officers serving as Directors) shall constitute a quorum.

     13.3 Actions Permitted To Be Taken. The Board as constituted in Section
13.2, and after notice as set forth in Section 13.1 may:

          13.3.1 prescribe emergency powers to any officer of the Corporation;



                                                                              34


          13.3.2 delegate to any officer or Director, any of the powers of the
     Board;

          13.3.3 designate lines of succession of officers and agents, in the
     event that any of them are unable to discharge their duties;

          13.3.4 relocate the principal place of business, or designate
     successive or simultaneous principal places of business; and

          13.3.5 take any other convenient, helpful, or necessary action to
     carry on the business of the Corporation.

                                   ARTICLE 14

                                   AMENDMENTS

     These By-laws may be altered, amended, or repealed and new By-laws may be
adopted by a vote of the holders of shares entitled to vote in the election of
Directors or by a vote of two-thirds of the entire Board. Notwithstanding the
preceding sentence, none of the provisions of this Article 14 shall be altered,
amended or repealed by the Board. Any By-laws adopted, altered or amended by the
Board may be altered, amended or repealed by the Shareholders entitled to vote
thereon only to the extent and in the manner provided in the Certificate of
Incorporation and these By-laws. If any By-law regulating an impending election
of Directors is adopted, altered, amended, supplemented or repealed by the
Board, such By-law shall be set forth in the notice of the next meeting of
Shareholders for election of Directors, together with a concise statement of the
changes made.

EX-3.11.(I)

                            ARTICLES OF INCORPORATION

                                       OF

                     JOHN H. HARLAND COMPANY OF PUERTO RICO

     1. The name of the corporation is:

        JOHN H. HARLAND COMPANY OF PUERTO RICO

     2. The corporation shall have perpetual duration.

     3. The purpose of the corporation shall be to engage in the business of the
manufacture, distribution and sale of checks, drafts, and other printed forms of
every kind and character for business and personal use, and the purchase and
sale of forms and supplies of every kind and character for business and personal
use, in the Commonwealth of Puerto Rico and in such other areas of the world as
the Board of Directors shall determine, and to conduct any other businesses and
engage in any other activities not specifically prohibited to corporations for
profit under the laws of the State of Georgia, and the corporation shall have
all powers necessary to conduct such businesses and engage in such activities,
including, but not limited to, the powers enumerated in the Georgia Business
Corporation Code or any amendment thereto.

     4. The corporation shall have authority to issue 500,000 shares of common
stock of $1.00 par value per share.



     5. Shares of stock of the corporation may be issued by the corporation for
such consideration, not less than the par value thereof, as shall be fixed from
time to time by the Board of Directors.

     6. No shareholder shall have any preemptive right to subscribe for or to
purchase any shares of stock or other securities issued by the corporation.

     7. Subject to the provisions of Sections 22-512 of the Georgia Business
Corporation Code, the Board of Directors shall have the power to distribute a
portion of the assets of the corporation, in cash or in property, to holders of
shares of stock of the corporation out of the capital surplus of the
corporation.

     8. The initial Board of Directors of the corporation shall consist of five
members, whose names and addresses are as follows:

     J. William Robinson    655 Lambert Dr., N.E.
                            Atlanta, Georgia

     I. Ward Lang           655 Lambert Dr., N.E.
                            Atlanta, Georgia

     H. Grady Wilson, Jr.   655 Lambert Dr., N.E.
                            Atlanta, Georgia

     Robert R. Woodson      655 Lambert Dr., N.E.
                            Atlanta, Georgia

     John A. Conant         655 Lambert Dr., N.E.
                            Atlanta, Georgia


                                       2



     9. The corporation shall have the full power to purchase and otherwise
acquire, and dispose of, its own shares and securities granted by the laws of
the State of Georgia and shall have the right to purchase its shares out of its
unreserved and unrestricted capital surplus available therefor as well as out of
its unreserved and unrestricted earned surplus available therefor.

     10. The corporation shall not commence business until it shall have
received not less than $500 in payment for the issuance of shares of its stock.

     11. The address of the initial registered office of the corporation shall
be 655 Lambert Drive, N.E., Atlanta, Georgia. The initial registered agent of
the corporation at such address shall be I. Ward Lang.

     12. The name and address of the Incorporator is Horace H. Sibley, 2500
Trust Company of Georgia Building, Atlanta, Georgia 30303.

     IN WITNESS WHEREOF, the undersigned executes these Articles of
Incorporation.


                                        ----------------------------------------
                                                      Incorporator


                                       3



                                      ORDER

     The Articles of Incorporation of JOHN H. HARLAND COMPANY OF PUERTO RICO and
the certificate of the Secretary of State of Georgia that the name "JOHN H.
HARLAND COMPANY OF PUERTO RICO" is available in accordance with ss. 22-301 of
the Georgia Business Corporation Code having been examined and found to be
lawful;

     IT IS HEREBY ORDERED that the incorporation of JOHN H. HARLAND COMPANY OF
PUERTO RICO be, and it hereby is, granted under the laws of the State of
Georgia.

     This 6 day of January, 1972.


                                        ----------------------------------------
                                        Judge, Superior Court,
                                        Fulton County, Georgia

EX-3.11.(II)

                                   BY-LAWS OF

                     JOHN H. HARLAND COMPANY OF PUERTO RICO

                                    ARTICLE I

                                  SHAREHOLDERS

     Section 1. Annual Meeting. The annual meeting of the shareholders for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, either within or
without the State of Georgia, on such date and at such time as the Board of
Directors may by resolution provide, or if the Board of Directors fails to
provide, then such meeting shall be held at the principal office of the
Corporation at 10:00 A.M. on the fourth Tuesday in April of each year, or, if
such date is a legal holiday, on the next succeeding business day. The Board of
Directors may specify by resolution prior to any special meeting of shareholders
held within the year that such meeting shall be in lieu of the annual meeting.

     Section 2. Special Meeting; Call and Notice of Meetings. Special meetings
of the shareholders may be called at any time by the Board of Directors, the
President or by the holders of at least twenty-five (25%) per cent of the
outstanding common stock. Such meetings shall be held at such place, either
within or without the State of Georgia, as is stated in the call and notice
thereof. Written notice of each meeting of shareholders, stating the time and
place of the meeting, and the purpose of any special meeting, shall be mailed to
each shareholder at his address shown on the books of the Corporation not less
than ten (10) nor more than fifty (50) days prior to such meeting unless such
shareholder waives notice of the meeting. Any shareholder present at a meeting
in person or represented by proxy shall be deemed to have waived notice thereof.



Notice of any meeting may be given by the Secretary or by the person or persons
calling such meeting. No notice need be given of the time and place of
reconvening of any adjourned meeting, if the time and place to which the meeting
is adjourned are announced at the adjourned meeting.

     Section 3. Quorum; Required Shareholder Vote. A quorum for the transaction
of business at any annual or special meeting of shareholders shall exist when
the holders of a majority of the outstanding shares entitled to vote are
represented either in person or by proxy at such meeting. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
shareholders, unless a greater vote is required by law, by the Articles of
Incorporation or by these By-Laws.

     Section 4. Proxies. A shareholder may vote either in person or by a proxy
which he has duly executed in writing. No proxy shall be valid after eleven (11)
months from the date of its execution unless a longer period is expressly
provided in the proxy.

     Section 5. Action of Shareholders Without Meeting. Any action required to
be, or which may be, taken at a meeting of the shareholders may be taken without
a meeting if written consent, setting forth the actions so taken, shall be
signed by all the shareholders entitled to vote with respect to the subject
matter thereof. Such consent shall have the same force and effect as a unanimous
affirmative vote of the shareholders and shall be filed with the minutes of the
proceedings of the shareholders.


                                      -2-



                                   ARTICLE II

                                    DIRECTORS

     Section 1. Power of Directors. The Board of Directors shall manage the
business of the Corporation and, subject to any restrictions imposed by law, by
the Articles of Incorporation or by these By-Laws, may exercise all the powers
of the Corporation.

     Section 2. Composition of the Board. The Board of Directors of the
Corporation shall consist of not less than three (3) nor more than nine (9)
natural persons of the age of twenty-one years or over, except that if all the
shares of the Corporation are owned beneficially and of record by less than
three shareholders, the number of Directors may be less than three but not less
than the number of shareholders. Directors need not be residents of the State of
Georgia or shareholders of the Corporation. At each annual meeting the
shareholders shall fix the number of Directors, and elect the Directors, who
shall serve until their successors are elected and qualified, provided that the
shareholders may increase or reduce the number of Directors and add or remove
Directors with or without cause at any time.

     Section 3. Meetings of the Board. The annual meeting of the Board of
Directors for the purpose of electing officers and transacting such other
business as may be brought before the meeting shall be held each year
immediately following the annual meeting of shareholders. The Board of Directors
may by resolution provide for the time and place of other regular meetings and
no notice of such regular meetings need be given. Special meetings of the Board
of Directors may be called by the President or by any two Directors, and written
notice of the time and place of such meetings shall be given to each Director by
first class or air mail at least four days before the meeting or by


                                      -3-



telephone, telegraph, cablegram or in person at least two days before the
meeting. Any Director may execute a waiver of notice, either before or after any
meeting, and shall be deemed to have waived notice if he is present at such
meeting. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be stated in the notice or waiver of
notice of such meeting. Any meeting may be held at any place within or without
the State of Georgia. A majority of the Directors in office at any time shall
constitute a quorum for the transaction of business at any meeting. When a
quorum is present, the vote of a majority of the Directors present shall be the
act of the Board of Directors.

     Section 4. Action of Board Without Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if written consent, setting forth the
action so taken, is signed by all of the Directors or committee members and
filed with the minutes of the proceedings of the Board of Directors or
committee. Such consent shall have the same force and effect as a unanimous
affirmative vote of the Board of Directors or committee, as the case may be.

     Section 5. Committees. The Board of Directors, by resolution adopted by a
majority of all of the Directors, may designate from its members an Executive
Committee, and/or other committees, which may exercise such authority as is
delegated by the Board of Directors, provided that no committee shall have the
authority of the Board of Directors in reference to (1) amending the Articles of
Incorporation or By-Laws of the Corporation, (2) adopting a plan of merger or
consolidation, (3) the sale,


                                      -4-



lease, exchange or other disposition of all or substantially all of the property
and assets of the Corporation or (4) a voluntary dissolution of the Corporation
or a revocation thereof.

                                   ARTICLE III

                                    OFFICERS

     Section 1. Executive Structure of the Corporation. The officers of the
Corporation shall consist of a President, a Secretary, a Treasurer and such
other officers or assistant officers, including Vice Presidents, as may be
elected by the Board of Directors. Any two or more offices may be held by the
same person, except that the same person shall not be both President and
Secretary. The Board of Directors may designate a Vice President as an Executive
Vice President and may designate the order in which other Vice Presidents may
act.

     Section 2. President. The President shall be the chief executive officer of
the Corporation and shall give general supervision and direction to the affairs
of the Corporation, subject to the direction of the Board of Directors. He shall
preside at all meetings of the shareholders.

     Section 3. Vice President. The Vice President shall act in the case of the
absence or disability of the President.

     Section 4. Secretary. The Secretary shall keep the minutes of the
proceedings of the shareholders and of the Board of Directors and shall have
custody of and attest the seal of the Corporation.

     Section 5. Treasurer. The Treasurer shall be responsible for the
maintenance of proper financial books and records of the Corporation.


                                      -5-



     Section 6. Other Duties and Authority. Each officer, employee and agent of
the Corporation shall have such other duties and authority as may be conferred
upon him by the Board of Directors or delegated to him by the President.

     Section 7. Removal of Officers. Any officer may be removed at any time by
the Board of Directors. This provision shall not prevent the making of a
contract of employment for a definite term with any officer and shall have no
effect upon any cause of action which any officer may have as a result of
removal in breach of a contract of employment.

     Section 8. Refund of Payments. In the event that the Internal Revenue
Service shall disallow, in whole or in part, the deduction by the Corporation as
an ordinary and necessary business expense of any payment made to an officer of
the Corporation, whether as salary, commission, bonus or other form of
compensation or as interest, rent or reimbursement of expenses incurred by such
officer, such officer shall reimburse the Corporation to the full extent of such
disallowance. The Board of Directors of the Corporation shall have the duty to
require each such officer to whom payments which have been disallowed have been
made to make such reimbursement, and it shall be the legal duty of each such
officer thus to reimburse the Corporation. In lieu of direct payment by the
officer to effect such reimbursement, the Board of Directors of the Corporation
may, in its discretion, direct that specified amounts shall be withheld from the
future compensation payments of such officer until the full amount owed to the
Corporation has been recovered.


                                      -6-



                                   ARTICLE IV

                                      STOCK

     Section 1. Stock Certificates. The shares of stock of the Corporation shall
be represented by certificates in such form as may be approved by the Board of
Directors, which shall be issued to the shareholders of the Corporation in
numerical order from the stock book of the Corporation, and each of which shall
bear the name of the shareholder and the number of shares represented, and shall
be signed by the President or a Vice President and the Secretary or an Assistant
Secretary of the Corporation and shall be sealed with the seal of the
Corporation.

     Section 2. Transfer of Stock. Shares of stock of the Corporation shall be
transferred only on the books of the Corporation upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or his duly authorized attorney-in-fact
and with all taxes on the transfer having been paid. The Corporation may refuse
any requested transfer until furnished evidence satisfactory to it that such
transfer is proper. Upon the surrender of a certificate for transfer of stock,
such certificate shall at once be conspicuously marked on its face "Cancelled"
and attached securely to the stock book of the Corporation to which it was
attached prior to its issuance. The Board of Directors may make such additional
rules concerning the issuance, transfer and registration of stock and
requirements.

     Section 3.Registered Shareholders. The Corporation may deem and treat the
holder of record of any stock as the absolute owner thereof for all purposes and
shall not be required to take any notice of any right or claim of right of any
other person.


                                      -7-



                                    ARTICLE V

                        DEPOSITORIES, SIGNATURES AND SEAL

     Section 1. Depositories. All funds of the Corporation shall be deposited in
the name of the Corporation in such bank, banks, or other financial institutions
as the Board of Directors may from time to time designate and shall be drawn out
on checks, drafts or other orders signed on behalf of the Corporation by such
person or persons as the Board of Directors may from time to time designate.

     Section 2. Contracts and Deeds. All contracts, deeds and other instruments
shall be signed on behalf of the Corporation by the President or by such other
officer, officers, agent or agents as the Board of Directors may from time to
time by resolution provide.

     Section 3. Seal. The seal of the Corporation shall be as follows:

     If the seal is affixed to a document, the signature of the Secretary or an
Assistant Secretary shall attest the seal. The seal and its attestation may be
lithographed or otherwise printed on any document and shall have, to the extent
permitted by law, the same force and effect as if it had been affixed and
attested manually.

                                   ARTICLE VI

                                    INDEMNITY

     Any person who was or is a 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 (including any action by or in the
right of the Corporation) by reason of the fact that he is or was a Director,
officer,


                                      -8-



employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall be indemnified by
the Corporation against expenses (including reasonable attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful, to the
maximum extent permitted by, and in the manner provided by, the Georgia Business
Corporation Code.

                                   ARTICLE VII

                              AMENDMENT OF BY-LAWS

     The Board of Directors shall have the power to alter, amend or repeal the
By-Laws or adopt new by-laws, but any by-laws adopted by the Board of Directors
may be altered, amended or repealed and new by-laws adopted, by the
shareholders. The shareholders may prescribe that any by-law or by-laws adopted
by them shall not be altered, amended or repealed by the Board of Directors.
Action by the Directors with respect to the By-Laws shall be taken by an
affirmative vote of a majority of all of the Directors then in office. Action by
the shareholders with respect to the By-Laws shall be taken by an affirmative
vote of a majority of all shares outstanding and entitled to vote.


                                      -9-

EX-3.12.(I)

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       of

                              SCANTRON CORPORATION

          The date of incorporation of Scantron Corporation is October 16, 1987.

This Amended and Restated Certificate of Incorporation is being filed pursuant

to Section 242 and Section 245 of the Delaware General Corporate Law.

          1. Name. The name of the corporation is Scantron Corporation (the

"Corporation").

          2. Address; Registered Office and Agent. The address of the

Corporation's registered office is Corporation Trust Center, 1209 Orange Street,

Wilmington, County of New Castle, Delaware 19801 and the name of its registered

agent at such address is The Corporation Trust Company.

          3. Purposes. The purpose of the Corporation is to engage in any lawful

act or activity for which corporations may be organized under the General

Corporation Law.

          4. Number of Shares. The total number of shares of stock that the

Corporation shall have authority to issue is: Two Hundred (200), all of which

shall be shares of Common Stock with $0.01 par value.

          5. Name and Mailing Address of Incorporator. The name and mailing

address of the incorporator are: Anthony J. Bishop, c/o Sheppard, Mullin,

Richter & Hampton, 333 South Hope Street, 48th Floor, Los Angeles, CA 90071.



          6. Election of Directors. Unless and except to the extent that the

By-laws of the Corporation (the "By-laws") shall so require, the election of

directors of the Corporation need not be by written ballot.

          7. Limitation of Liability. To the fullest extent permitted under the

General Corporation Law, as amended from time to time, no director of the

Corporation shall be personally liable to the Corporation or its stockholders

for monetary damages for breach of fiduciary duty as a director.

          Any amendment, repeal or modification of the foregoing provision shall

not adversely affect any right or protection of a director of the Corporation

hereunder in respect of any act or omission occurring prior to the time of such

amendment, repeal or modification.

          8. Indemnification.

               8.1 Right to Indemnification. The Corporation shall indemnify and

hold harmless, to the fullest extent permitted by applicable law as it presently

exists or may hereafter be amended, any person (a "Covered Person") who was or

is made or is threatened to be made a party or is otherwise involved in any

action, suit or proceeding, whether civil, criminal, administrative or

investigative (a "Proceeding"), by reason of the fact that he or she, or a

person for whom he or she is the legal representative, is or was a director or

officer of the Corporation or, while a director or officer of the Corporation,

is or was serving at the request of the Corporation as a director, officer,

employee or agent of another corporation or of a partnership, joint venture,

trust, enterprise or nonprofit entity (an "Other Entity"), including service

with respect to employee benefit plans, against all liability and loss suffered

and expenses (including attorneys' fees) reasonably



incurred by such Covered Person. Notwithstanding the preceding sentence, except

as otherwise provided in Section 8.3, the Corporation shall be required to

indemnify a Covered Person in connection with a Proceeding (or part thereof)

commenced by such Covered Person only if the commencement of such Proceeding (or

part thereof) by the Covered Person was authorized by the Board of Directors of

the Corporation (the "Board").

               8.2 Prepayment of Expenses. The Corporation shall pay the

expenses (including attorneys' fees) incurred by a Covered Person in defending

any Proceeding in advance of its final disposition, provided, however, that, to

the extent required by applicable law, such payment of expenses in advance of

the final disposition of the Proceeding shall be made only upon receipt of an

undertaking by the Covered Person to repay all amounts advanced if it should be

ultimately determined that the Covered Person is not entitled to be indemnified

under this Article 8 or otherwise.

               8.3 Claims. If a claim for indemnification or advancement of

expenses under this Article 8 is not paid in full within 30 days after a written

claim therefor by the Covered Person has been received by the Corporation, the

Covered Person may file suit to recover the unpaid amount of such claim and, if

successful in whole or in part, shall be entitled to be paid the expense of

prosecuting such claim. In any such action the Corporation shall have the burden

of proving that the Covered Person is not entitled to the requested

indemnification or advancement of expenses under applicable law.

               8.4 Nonexclusivity of Rights. The rights conferred on any Covered

Person by this Article 8 shall not be exclusive of any other rights that such



Covered Person may have or hereafter acquire under any statute, provision of

this Certificate of Incorporation, the By-laws, agreement, vote of stockholders

or disinterested directors or otherwise.

               8.5 Other Sources. The Corporation's obligation, if any, to

indemnify or to advance expenses to any Covered Person who was or is serving at

its request as a director, officer, employee or agent of an Other Entity shall

be reduced by any amount such Covered Person may collect as indemnification or

advancement of expenses from such Other Entity.

               8.6 Amendment or Repeal. Any repeal or modification of the

foregoing provisions of this Article 8 shall not adversely affect any right or

protection hereunder of any Covered Person in respect of any act or omission

occurring prior to the time of such repeal or modification.

               8.7 Other Indemnification and Prepayment of Expenses. This

Article 8 shall not limit the right of the Corporation, to the extent and in the

manner permitted by applicable law, to indemnify and to advance expenses to

persons other than Covered Persons when and as authorized by appropriate

corporate action.

          9. Adoption, Amendment and/or Repeal of By-Laws. In furtherance and

not in limitation of the powers conferred by the laws of the State of Delaware,

the Board is expressly authorized to make, alter and repeal the By-laws, subject

to the power of the stockholders of the Corporation to alter or repeal any

By-law whether adopted by them or otherwise.

          10. Certificate Amendments. The Corporation reserves the right at any

time, and from time to time, to amend, alter, change or repeal any provision

contained in



this Certificate of Incorporation, and other provisions authorized by the laws

of the State of Delaware at the time in force may be added or inserted, in the

manner now or hereafter prescribed by applicable law; and all rights,

preferences and privileges of whatsoever nature conferred upon stockholders,

directors or any other persons whomsoever by and pursuant to this Certificate of

Incorporation in its present form or as hereafter amended are granted subject to

the rights reserved in this article.

          WITNESS the signature of this Amended and Restated Certificate of

Incorporation this 1st day of May, 2007.


                                            /s/ Edward P. Taibi
                                            ------------------------------------
                                            Edward P. Taibi
                                            Vice President and Assistant
                                            Secretary

EX-3.12.(II)

                                     BY-LAWS

                                       of

                              SCANTRON CORPORATION

                            (A Delaware Corporation)

                                   ----------

                                    ARTICLE 1

                                   DEFINITIONS

          As used in these By-laws, unless the context otherwise requires, the

term:

          1.1 "Assistant Secretary" means an Assistant Secretary of the

Corporation.

          1.2 "Assistant Treasurer" means an Assistant Treasurer of the

Corporation.

          1.3 "Board" means the Board of Directors of the Corporation.

          1.4 "By-laws" means the initial by-laws of the Corporation, as amended

from time to time.

          1.5 "Certificate of Incorporation" means the initial certificate of

incorporation of the Corporation, as amended, supplemented or restated from time

to time.

          1.6 "Chairman" means the Chairman of the Board of Directors of the

Corporation.

          1.7 "Corporation" means Scantron Corporation.

          1.8 "Directors" means directors of the Corporation.



                                                                               2


          1.9 "Entire Board" means all then authorized directors of the

Corporation.

          1.10 "General Corporation Law" means the General Corporation Law of

the State of Delaware, as amended from time to time.

          1.11 "Office of the Corporation" means the executive office of the

Corporation, anything in Section 131 of the General Corporation Law to the

contrary notwithstanding.

          1.12 "President" means the President of the Corporation.

          1.13 "Secretary" means the Secretary of the Corporation.

          1.14 "Stockholders" means stockholders of the Corporation.

          1.15 "Treasurer" means the Treasurer of the Corporation.

          1.16 "Vice President" means a Vice President of the Corporation.

                                    ARTICLE 2

                                  STOCKHOLDERS

          2.1 Place of Meetings. Every meeting of Stockholders may be held at

such place, within or without the State of Delaware, as may be designated by

resolution of the Board from time to time. The Board may, in its sole

discretion, determine that the meeting of Stockholders shall not be held at any

place, but may instead be held solely by means of remote communication in

accordance with Delaware law.

          2.2 Annual Meeting. If required by applicable law, a meeting of

Stockholders shall be held annually for the election of Directors at such date

and time as may be designated by resolution of the Board from time to time. Any

other business may be transacted at the annual meeting.



                                                                               3


          2.3 Special Meetings. Unless otherwise prescribed by applicable law,

special meetings of Stockholders may be called at any time by the Board and may

not be called by any other person or persons. Business transacted at any special

meeting of Stockholders shall be limited to the purpose stated in the notice.

          2.4 Fixing Record Date. For the purpose of (a) determining the

Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders

or any adjournment thereof, (ii) unless otherwise provided in the Certificate of

Incorporation, to express consent to corporate action in writing without a

meeting or (iii) to receive payment of any dividend or other distribution or

allotment of any rights, or entitled to exercise any rights in respect of any

change, conversion or exchange of stock; or (b) any other lawful action, the

Board may fix a record date, which record date shall not precede the date upon

which the resolution fixing the record date was adopted by the Board and which

record date, unless otherwise required by applicable law, shall not be (x) in

the case of clause (a)(i) above, more than 60 nor less than 10 days before the

date of such meeting, (y) in the case of clause (a)(ii) above, more than 10 days

after the date upon which the resolution fixing the record date was adopted by

the Board and (z) in the case of clause (a)(iii) or (b) above, more than 60 days

prior to such action. If no such record date is fixed:

               2.4.1 the record date for determining Stockholders entitled to

notice of or to vote at a meeting of Stockholders shall be at the close of

business on the day next preceding the day on which notice is given, or, if

notice is waived, at the close of business on the day next preceding the day on

which the meeting is held;



                                                                               4


               2.4.2 the record date for determining Stockholders entitled to

express consent to corporate action in writing without a meeting (unless

otherwise provided in the Certificate of Incorporation), when no prior action by

the Board is required by applicable law, shall be the first day on which a

signed written consent setting forth the action taken or proposed to be taken is

delivered to the Corporation in accordance with applicable law; and when prior

action by the Board is required by applicable law, the record date for

determining Stockholders entitled to express consent to corporate action in

writing without a meeting shall be at the close of business on the date on which

the Board adopts the resolution taking such prior action; and

               2.4.3 the record date for determining Stockholders for any

purpose other than those specified in Sections 2.4.1 and 2.4.2 shall be at the

close of business on the day on which the Board adopts the resolution relating

thereto. When a determination of Stockholders of record entitled to notice of or

to vote at any meeting of Stockholders has been made as provided in this Section

2.4, such determination shall apply to any adjournment thereof unless the Board

fixes a new record date for the adjourned meeting.

          2.5 Notice of Meetings of Stockholders. Whenever under the provisions

of applicable law, the Certificate of Incorporation or these By-laws,

Stockholders are required or permitted to take any action at a meeting, notice

shall be given stating the place, if any, date and hour of the meeting, the

means of remote communication, if any, by which Stockholders and proxy holders

may be deemed to be present in person and vote at such meeting, and, in the case

of a special meeting, the purpose or purposes for which the meeting is called.

Unless otherwise provided by



                                                                               5


applicable law, the Certificate of Incorporation or these By-laws, notice of any

meeting shall be given, not less than 10 nor more than 60 days before the date

of the meeting, to each Stockholder entitled to vote at such meeting. If mailed,

such notice shall be deemed to be given when deposited in the United States

mail, with postage prepaid, directed to the Stockholder at his or her address as

it appears on the records of the Corporation. An affidavit of the Secretary or

an Assistant Secretary or of the transfer agent of the Corporation that the

notice required by this Section 2.5 has been given shall, in the absence of

fraud, be prima facie evidence of the facts stated therein. Any meeting of

Stockholders, annual or special, may adjourn from time to time to reconvene at

the same or some other place. When a meeting is adjourned to another time or

place, notice need not be given of the adjourned meeting if the time and place

thereof are announced at the meeting at which the adjournment is taken, and at

the adjourned meeting any business may be transacted that might have been

transacted at the meeting as originally called. If, however, the adjournment is

for more than 30 days, or if after the adjournment a new record date is fixed

for the adjourned meeting, a notice of the adjourned meeting shall be given to

each Stockholder of record entitled to vote at the meeting.

          2.6 Waivers of Notice. Whenever the giving of any notice to

Stockholders is required by applicable law, the Certificate of Incorporation or

these By-laws, a waiver thereof, given by the person entitled to said notice,

whether before or after the event as to which such notice is required, shall be

deemed equivalent to notice. Attendance by a Stockholder at a meeting shall

constitute a waiver of notice of such meeting except when the Stockholder

attends a meeting for the express purpose of objecting, at the beginning of the

meeting, to the transaction of any business on the



                                                                               6


ground that the meeting has not been lawfully called or convened. Neither the

business to be transacted at, nor the purpose of, any regular or special meeting

of the Stockholders need be specified in any waiver of notice unless so required

by applicable law, the Certificate of Incorporation or these By-laws.

          2.7 List of Stockholders. The Secretary shall prepare and make, at

least 10 days before every meeting of Stockholders, a complete list of the

Stockholders entitled to vote at the meeting, arranged in alphabetical order,

and showing the address of each Stockholder and the number of shares registered

in the name of each Stockholder. Such list shall be open to the examination of

any Stockholder, the Stockholder's agent, or attorney, at the Stockholder's

expense, for any purpose germane to the meeting, for a period of at least 10

days prior to the meeting, during ordinary business hours at the principal place

of business of the Corporation, or on a reasonably accessible electronic network

as provided by applicable law. If the meeting is to be held at a place, the list

shall also be produced and kept at the time and place of the meeting during the

whole time thereof, and may be inspected by any Stockholder who is present. If

the meeting is held solely by means of remote communication, the list shall also

be open for examination as provided by applicable law. Upon the willful neglect

or refusal of the Directors to produce such a list at any meeting for the

election of Directors, they shall be ineligible for election to any office at

such meeting. Except as provided by applicable law, the stock ledger shall be

the only evidence as to who are the Stockholders entitled to examine the stock

ledger, the list of Stockholders or the books of the Corporation, or to vote in

person or by proxy at any meeting of Stockholders.



                                                                               7


          2.8 Quorum of Stockholders; Adjournment. Except as otherwise provided

by applicable law, the Certificate of Incorporation or these By-laws, at each

meeting of Stockholders, the presence in person or by proxy of the holders of a

majority in voting power of all outstanding shares of stock entitled to vote at

the meeting of Stockholders, shall constitute a quorum for the transaction of

any business at such meeting. In the absence of a quorum, the holders of a

majority in voting power of the shares of stock present in person or represented

by proxy at any meeting of Stockholders, including an adjourned meeting, whether

or not a quorum is present, may adjourn such meeting to another time and place.

Shares of its own stock belonging to the Corporation or to another corporation,

if a majority of the shares entitled to vote in the election of directors of

such other corporation is held, directly or indirectly, by the Corporation,

shall neither be entitled to vote nor be counted for quorum purposes; provided,

however, that the foregoing shall not limit the right of the Corporation to vote

stock, including but not limited to its own stock, held by it in a fiduciary

capacity.

          2.9 Voting; Proxies. Unless otherwise provided in the Certificate of

Incorporation, every Stockholder entitled to vote at any meeting of Stockholders

shall be entitled to one vote for each share of stock held by such Stockholder

which has voting power upon the matter in question. At any meeting of

Stockholders, all matters, except as otherwise provided by the Certificate of

Incorporation, these By-laws, the rules and regulations of any stock exchange

applicable to the Corporation, applicable law or pursuant to any rules or

regulations applicable to the Corporation or its securities, shall be decided by

the affirmative vote of a majority in voting power of shares of stock present in

person or represented by proxy and entitled to vote thereon. At all meetings of



                                                                               8


Stockholders for the election of Directors, a plurality of the votes cast shall

be sufficient to elect. Each Stockholder entitled to vote at a meeting of

Stockholders or to express consent or dissent to corporate action in writing

without a meeting may authorize another person or persons to act for such

Stockholder by proxy but no such proxy shall be voted or acted upon after three

years from its date, unless the proxy provides for a longer period. A proxy

shall be irrevocable if it states that it is irrevocable and if, and only so

long as, it is coupled with an interest sufficient in law to support an

irrevocable power. A Stockholder may revoke any proxy that is not irrevocable by

attending the meeting and voting in person or by delivering to the Secretary a

revocation of the proxy or by delivering a new proxy bearing a later date.

          2.10 Voting Procedures and Inspectors of Election at Meetings of

Stockholders. The Board, in advance of any meeting of Stockholders, may, and

shall if required by applicable law, appoint one or more inspectors, who may be

employees of the Corporation, to act at the meeting and make a written report

thereof. The Board may designate one or more persons as alternate inspectors to

replace any inspector who fails to act. If no inspector or alternate is able to

act at a meeting, the person presiding at the meeting may, and shall if required

by applicable law, appoint one or more inspectors to act at the meeting. Each

inspector, before entering upon the discharge of his or her duties, shall take

and sign an oath faithfully to execute the duties of inspector with strict

impartiality and according to the best of his or her ability. The inspectors

shall (a) ascertain the number of shares outstanding and the voting power of

each, (b) determine the shares represented at the meeting and the validity of

proxies and ballots, (c) count all votes and ballots, (d) determine and retain

for a reasonable period a record of



                                                                               9


the disposition of any challenges made to any determination by the inspectors,

and (e) certify their determination of the number of shares represented at the

meeting and their count of all votes and ballots. The inspectors may appoint or

retain other persons or entities to assist the inspectors in the performance of

their duties. Unless otherwise provided by the Board, the date and time of the

opening and the closing of the polls for each matter upon which the Stockholders

will vote at a meeting shall be determined by the person presiding at the

meeting and shall be announced at the meeting. No ballot, proxies or votes, or

any revocation thereof or change thereto, shall be accepted by the inspectors

after the closing of the polls unless the Court of Chancery of the State of

Delaware upon application by a Stockholder shall determine otherwise. In

determining the validity and counting of proxies and ballots cast at any meeting

of Stockholders, the inspectors may consider such information as is permitted by

applicable law. No person who is a candidate for office at an election may serve

as an inspector at such election.

          2.11 Conduct of Meetings; Organization. The Board may adopt by

resolution such rules and regulations for the conduct of the meeting of

Stockholders as it shall deem appropriate. At each meeting of Stockholders, the

President, or in the absence of the President, the Chairman, or if there is no

Chairman or if there be one and the Chairman is absent, a Vice President, and in

case more than one Vice President shall be present, that Vice President

designated by the Board (or in the absence of any such designation, the most

senior Vice President, based on age, present), shall preside over the meeting.

Except to the extent inconsistent with such rules and regulations as adopted by

the Board, the person presiding over any meeting of Stockholders shall have the

right and authority to convene and to adjourn the meeting, to prescribe such

rules, regulations and



                                                                              10


procedures and to do all such acts as, in the judgment of such person, are

appropriate for the proper conduct of the meeting. Such rules, regulations or

procedures, whether adopted by the Board or prescribed by the presiding officer

of the meeting, may include, without limitation, the following: (i) the

establishment of an agenda or order of business for the meeting; (ii) rules and

procedures for maintaining order at the meeting and the safety of those present;

(iii) limitations on attendance at or participation in the meeting to

Stockholders of record of the Corporation, their duly authorized and constituted

proxies or such other persons as the person presiding over the meeting shall

determine; (iv) restrictions on entry to the meeting after the time fixed for

the commencement thereof; and (v) limitations on the time allotted to questions

or comments by participants. The presiding officer at any meeting of

Stockholders, in addition to making any other determinations that may be

appropriate to the conduct of the meeting, shall, if the facts warrant,

determine and declare to the meeting that a matter or business was not properly

brought before the meeting and if such presiding officer should so determine,

such person shall so declare to the meeting and any such matter or business not

properly brought before the meeting shall not be transacted or considered.

Unless and to the extent determined by the Board or the person presiding over

the meeting, meetings of Stockholders shall not be required to be held in

accordance with the rules of parliamentary procedure. The Secretary, or in his

or her absence, one of the Assistant Secretaries, shall act as secretary of the

meeting. In case none of the officers above designated to act as the person

presiding over the meeting or as secretary of the meeting, respectively, shall

be present, a person presiding over the meeting or a secretary of the meeting,

as the case may be, shall be designated by the Board, and in case the Board has



                                                                              11


not so acted, in the case of the designation of a person to act as secretary of

the meeting, designated by the person presiding over the meeting.

          2.12 Order of Business. The order of business at all meetings of

Stockholders shall be as determined by the person presiding over the meeting.

          2.13 Written Consent of Stockholders Without a Meeting. Unless

otherwise provided in the Certificate of Incorporation, any action required by

the General Corporation Law to be taken at any annual or special meeting of

Stockholders, or any action which may be taken at any annual or special meeting

of Stockholders, may be taken without a meeting, without prior notice and

without a vote, if a consent or consents in writing, setting forth the action so

taken, shall be signed by the holders of outstanding stock having not less than

the minimum number of votes that would be necessary to authorize or take such

action at a meeting at which all shares entitled to vote thereon were present

and voted and shall be delivered (by hand or by certified or registered mail,

return receipt requested) to the Corporation by delivery to its registered

office in the State of Delaware, its principal place of business, or an officer

or agent of the Corporation having custody of the book in which proceedings of

meetings of Stockholders are recorded. Every written consent shall bear the date

of signature of each Stockholder who signs the consent and no written consent

shall be effective to take the corporate action referred to therein unless,

within 60 days of the earliest dated consent delivered in the manner required by

this Section 2.13, written consents signed by a sufficient number of holders to

take action are delivered to the Corporation as aforesaid. Prompt notice of the

taking of the corporate action without a meeting by less than unanimous written

consent shall, to the extent required by applicable law, be given to those

Stockholders who have not



                                                                              12


consented in writing, and who, if the action had been taken at a meeting, would

have been entitled to notice of the meeting if the record date for such meeting

had been the date that written consents signed by a sufficient number of holders

to take the action were delivered to the Corporation.

                                    ARTICLE 3

                                    DIRECTORS

          3.1 General Powers. Except as otherwise provided in the Certificate of

Incorporation, the business and affairs of the Corporation shall be managed by

or under the direction of the Board. The Board may adopt such rules and

regulations, not inconsistent with the Certificate of Incorporation or these

By-laws or applicable law, as it may deem proper for the conduct of its meetings

and the management of the Corporation. In addition to the powers expressly

conferred by these By-laws, the Board may exercise all powers and perform all

acts that are not required, by these By-laws or the Certificate of Incorporation

or by statute, to be exercised and performed by the Stockholders.

          3.2 Number; Qualification; Term of Office. The Board shall consist of

one or more members, the number thereof to be determined from time to time by

resolution of the Board. Directors need not be Stockholders. Each Director shall

hold office until a successor is duly elected and qualified or until the

Director's earlier death, resignation, disqualification or removal.

          3.3 Newly Created Directorships and Vacancies. Unless otherwise

provided by applicable law or the Certificate of Incorporation, any newly

created directorships resulting from an increase in the authorized number of

Directors and



                                                                              13


vacancies occurring in the Board for any cause, may be filled by the affirmative

votes of a majority of the remaining members of the Board, although less than a

quorum, or by a sole remaining Director, or may be elected by a plurality of the

votes cast. A Director so elected shall be elected to hold office until the

expiration of the term of office of the Director whom he or she has replaced or

until a successor is elected and qualified, or until the Director's earlier

death, resignation, disqualification or removal.

          3.4 Resignation. Any Director may resign at any time by notice given

in writing or by electronic transmission to the Corporation. Such resignation

shall take effect at the time therein specified, and, unless otherwise specified

in such resignation, the acceptance of such resignation shall not be necessary

to make it effective.

          3.5 Removal. Subject to the provisions of Section 141(k) of the

General Corporation Law, any or all of the Directors may be removed with or

without cause by vote of the holders of a majority of the shares then entitled

to vote at an election of Directors.

          3.6 Compensation. Each Director, in consideration of his or her

service as such, shall be entitled to receive from the Corporation such amount

per annum or such fees for attendance at Directors' meetings, or both, as the

Board may from time to time determine, together with reimbursement for the

reasonable out-of-pocket expenses, if any, incurred by such Director in

connection with the performance of his or her duties. Each Director who shall

serve as a member of any committee of Directors in consideration of serving as

such shall be entitled to such additional amount per annum or such fees for

attendance at committee meetings, or both, as the Board may from time to time

determine, together with reimbursement for the reasonable out-of-pocket

expenses,



                                                                              14


if any, incurred by such Director in the performance of his or her duties.

Nothing contained in this Section 3.6 shall preclude any Director from serving

the Corporation or its subsidiaries in any other capacity and receiving proper

compensation therefor.

          3.7 Regular Meetings. Regular meetings of the Board may be held

without notice at such times and at such places within or without the State of

Delaware as may be determined from time to time by resolution of the Board.

          3.8 Special Meetings. Special meetings of the Board may be held at

such times and at such places within or without the State of Delaware whenever

called by the Chairman, the President or the Secretary or by any two or more

Directors then serving as Directors on at least 24 hours' notice to each

Director given by one of the means specified in Section 3.11 hereof other than

by mail, or on at least three days' notice if given by mail. Special meetings

shall be called by the Chairman, President or Secretary in like manner and on

like notice on the written request of any two or more of the Directors then

serving as Directors.

          3.9 Telephone Meetings. Directors or members of any committee

designated by the Board may participate in a meeting of the Board or of such

committee by means of conference telephone or similar communications equipment

by means of which all persons participating in the meeting can hear each other,

and participation in a meeting pursuant to this Section 3.9 shall constitute

presence in person at such meeting.

          3.10 Adjourned Meetings. A majority of the Directors present at any

meeting of the Board, including an adjourned meeting, whether or not a quorum is

present, may adjourn such meeting to another time and place. At least 24 hours'

notice of any adjourned meeting of the Board shall be given to each Director

whether or not



                                                                              15


present at the time of the adjournment, if such notice shall be given by one of

the means specified in Section 3.11 hereof other than by mail, or at least three

days' notice if by mail. Any business may be transacted at an adjourned meeting

that might have been transacted at the meeting as originally called.

          3.11 Notice Procedure. Subject to Sections 3.8 and 3.12 hereof,

whenever, under applicable law, the Certificate of Incorporation or these

By-laws, notice is required to be given to any Director, such notice shall be

deemed given effectively if given in person or by telephone, by mail addressed

to such Director at such Director's address as it appears on the records of the

Corporation, with postage thereon prepaid, or by telegram, telecopy or, if

consented to by the Director to whom notice is given, by other means of

electronic transmission.

          3.12 Waiver of Notice. Whenever the giving of any notice to Directors

is required by applicable law, the Certificate of Incorporation or these

By-laws, a waiver thereof, given by the Director entitled to said notice,

whether before or after the event as to which such notice is required, shall be

deemed equivalent to notice. Attendance by a Director at a meeting shall

constitute a waiver of notice of such meeting except when the Director attends a

meeting for the express purpose of objecting, at the beginning of the meeting,

to the transaction of any business on the ground that the meeting has not been

lawfully called or convened. Neither the business to be transacted at, nor the

purpose of, any regular or special meeting of the Directors or a committee of

Directors need be specified in any waiver of notice unless so required by

applicable law, the Certificate of Incorporation or these By-laws.



                                                                              16


          3.13 Organization. At each meeting of the Board, the Chairman, or in

the absence of the Chairman, the President, or in the absence of the President,

a chairman chosen by a majority of the Directors present, shall preside. The

Secretary shall act as secretary at each meeting of the Board. In case the

Secretary shall be absent from any meeting of the Board, an Assistant Secretary

shall perform the duties of secretary at such meeting; and in the absence from

any such meeting of the Secretary and all Assistant Secretaries, the person

presiding at the meeting may appoint any person to act as secretary of the

meeting.

          3.14 Quorum of Directors. The presence in person of a majority of the

Entire Board shall be necessary and sufficient to constitute a quorum for the

transaction of business at any meeting of the Board.

          3.15 Action by Majority Vote. Except as otherwise expressly required

by applicable law, the Certificate of Incorporation or these By-laws, the vote

of a majority of the Directors present at a meeting at which a quorum is present

shall be the act of the Board.

          3.16 Action Without Meeting. Unless otherwise restricted by the

Certificate of Incorporation or these By-laws, any action required or permitted

to be taken at any meeting of the Board or of any committee thereof may be taken

without a meeting if all Directors or members of such committee, as the case may

be, consent thereto in writing or by electronic transmission, and the writing or

writings or electronic transmission or transmissions are filed with the minutes

of proceedings of the Board or committee. Such filing shall be in paper form if

the minutes are maintained in paper form and shall be in electronic form if the

minutes are maintained in electronic form.



                                                                              17


                                   ARTICLE 4

                             COMMITTEES OF THE BOARD

          The Board may, by resolution, designate one or more committees, each

committee to consist of one or more of the Directors of the Corporation. The

Board may designate one or more Directors as alternate members of any committee,

who may replace any absent or disqualified member at any meeting of such

committee. If a member of a committee shall be absent from any meeting, or

disqualified from voting thereat, the remaining member or members present at the

meeting and not disqualified from voting, whether or not such member or members

constitute a quorum, may, by a unanimous vote, appoint another member of the

Board to act at the meeting in the place of any such absent or disqualified

member. Any such committee, to the extent permitted by applicable law and to the

extent provided in the resolution of the Board designating such committee, shall

have and may exercise all the powers and authority of the Board in the

management of the business and affairs of the Corporation, and may authorize the

seal of the Corporation to be affixed to all papers that may require it. Unless

otherwise specified in the resolution of the Board designating a committee, at

all meetings of such committee, a majority of the then authorized members of the

committee shall constitute a quorum for the transaction of business, and the

vote of a majority of the members of the committee present at any meeting at

which there is a quorum shall be the act of the committee. Each committee shall

keep regular minutes of its meetings. Unless the Board otherwise provides, each

committee designated by the Board may make, alter and repeal rules for the

conduct of its business. In the absence of such rules each committee shall



                                                                              18


conduct its business in the same manner as the Board conducts its business

pursuant to Article 3 of these By-laws.

                                   ARTICLE 5

                                    OFFICERS

          5.1 Positions. The officers of the Corporation shall be a President, a

Secretary, and such other officers as the Board may elect, including a Chairman,

a Treasurer, one or more Vice Presidents and one or more Assistant Secretaries

and Assistant Treasurers, who shall exercise such powers and perform such duties

as shall be determined from time to time by resolution of the Board. The Board

may elect one or more Vice Presidents as Executive Vice Presidents and may use

descriptive words or phrases to designate the standing, seniority or areas of

special competence of the Vice Presidents elected or appointed by it. Any number

of offices may be held by the same person unless the Certificate of

Incorporation or these By-laws otherwise provide.

          5.2 Compensation. The compensation of all officers of the Corporation

shall be fixed by the Board or by any officer authorized by the Board to fix

such compensation. No officer shall be prevented from receiving a salary or

other compensation by reason of the fact that the officer is also a Director.

          5.3 Election. The officers of the Corporation shall be elected by the

Board at its annual meeting or at such other time or times as the Board shall

determine.

          5.4 Term of Office. Each officer of the Corporation shall hold office

for the term for which he or she is elected and until such officer's successor

is elected and qualifies or until such officer's earlier death, resignation or

removal. Any officer may



                                                                              19


resign at any time upon written notice to the Corporation. Such resignation

shall take effect at the date of receipt of such notice or at such later time as

is therein specified, and, unless otherwise specified, the acceptance of such

resignation shall not be necessary to make it effective. The resignation of an

officer shall be without prejudice to the contract rights of the Corporation, if

any. Any officer may be removed at any time, with or without cause by the Board.

Any vacancy occurring in any office of the Corporation may be filled by the

Board. The removal of an officer with or without cause shall be without

prejudice to the officer's contract rights, if any. The election or appointment

of an officer shall not of itself create contract rights.

          5.5 Fidelity Bonds. The Corporation may secure the fidelity of any or

all of its officers or agents by bond or otherwise.

          5.6 Chairman. The Chairman, if one shall have been appointed, shall

preside at all meetings of the Board and shall exercise such powers and perform

such other duties as shall be determined from time to time by resolution of the

Board.

          5.7 President. The President shall be the Chief Executive Officer of

the Corporation and shall have general supervision over the business of the

Corporation, subject, however, to the control of the Board and of any duly

authorized committee of the Board. The President shall preside at all meetings

of the Stockholders and at all meetings of the Board at which the Chairman (if

there be one) is not present. The President may sign and execute in the name of

the Corporation deeds, mortgages, bonds, contracts and other instruments, except

in cases in which the signing and execution thereof shall be expressly delegated

by resolution of the Board or by these By-laws to some other officer or agent of

the Corporation, or shall be required by applicable law otherwise to be signed



                                                                              20


or executed and, in general, the President shall perform all duties incident to

the office of President of a corporation and such other duties as may from time

to time be assigned to the President by resolution of the Board.

          5.8 Vice Presidents. At the request of the President, or, in the

President's absence, at the request of the Board, the Vice Presidents shall (in

such order as may be designated by the Board, or, in the absence of any such

designation, in order of seniority based on age) perform all of the duties of

the President and, in so performing, shall have all the powers of, and be

subject to all restrictions upon, the President. Any Vice President may sign and

execute in the name of the Corporation deeds, mortgages, bonds, contracts or

other instruments, except in cases in which the signing and execution thereof

shall be expressly delegated by resolution of the Board or by these By-laws to

some other officer or agent of the Corporation, or shall be required by

applicable law otherwise to be signed or executed, and each Vice President shall

perform such other duties as from time to time may be assigned to such Vice

President by resolution of the Board or by the President.

          5.9 Secretary. The Secretary shall attend all meetings of the Board

and of the Stockholders and shall record all the proceedings of the meetings of

the Board and of the Stockholders in a book to be kept for that purpose, and

shall perform like duties for committees of the Board, when required. The

Secretary shall give, or cause to be given, notice of all special meetings of

the Board and of the Stockholders and shall perform such other duties as may be

prescribed by the Board or by the President, under whose supervision the

Secretary shall be. The Secretary shall have custody of the corporate seal of

the Corporation, and the Secretary, or an Assistant Secretary, shall have

authority to



                                                                              21


affix the same on any instrument requiring it, and when so affixed, the seal may

be attested by the signature of the Secretary or by the signature of such

Assistant Secretary. The Board may, by resolution, give general authority to any

other officer to affix the seal of the Corporation and to attest the same by

such officer's signature. The Secretary or an Assistant Secretary may also

attest all instruments signed by the President or any Vice President. The

Secretary shall have charge of all the books, records and papers of the

Corporation relating to its organization and management, shall see that the

reports, statements and other documents required by applicable law are properly

kept and filed and, in general, shall perform all duties incident to the office

of Secretary of a corporation and such other duties as may from time to time be

assigned to the Secretary by resolution of the Board or by the President.

          5.10 Treasurer. The Treasurer, if one shall have been appointed, shall

have charge and custody of, and be responsible for, all funds, securities and

notes of the Corporation; receive and give receipts for moneys due and payable

to the Corporation from any sources whatsoever; deposit all such moneys and

valuable effects in the name and to the credit of the Corporation in such

depositaries as may be designated by the Board; against proper vouchers, cause

such funds to be disbursed by checks or drafts on the authorized depositaries of

the Corporation signed in such manner as shall be determined by the Board and be

responsible for the accuracy of the amounts of all moneys so disbursed;

regularly enter or cause to be entered in books or other records maintained for

the purpose full and adequate account of all moneys received or paid for the

account of the Corporation; have the right to require from time to time reports

or statements giving such information as the Treasurer may desire with respect

to any and



                                                                              22


all financial transactions of the Corporation from the officers or agents

transacting the same; render to the President or the Board, whenever the

President or the Board shall require the Treasurer so to do, an account of the

financial condition of the Corporation and of all financial transactions of the

Corporation; disburse the funds of the Corporation as ordered by the Board; and,

in general, perform all duties incident to the office of Treasurer of a

corporation and such other duties as may from time to time be assigned to the

Treasurer by resolution of the Board or by the President.

          5.11 Assistant Secretaries and Assistant Treasurers. Assistant

Secretaries and Assistant Treasurers, if either shall have been appointed, shall

perform such duties as shall be assigned to them by the Secretary or by the

Treasurer, respectively, or by resolution of the Board or by the President.

                                   ARTICLE 6

                                 INDEMNIFICATION

          6.1 Right to Indemnification. The Corporation shall indemnify and hold

harmless, to the fullest extent permitted by applicable law as it presently

exists or may hereafter be amended, any person (a "Covered Person") who was or

is made or is threatened to be made a party or is otherwise involved in any

action, suit or proceeding, whether civil, criminal, administrative or

investigative (a "Proceeding"), by reason of the fact that he or she, or a

person for whom he or she is the legal representative, is or was a director or

officer of the Corporation or, while a director or officer of the Corporation,

is or was serving at the request of the Corporation as a director, officer,

employee or agent of another corporation or of a partnership, joint venture,

trust, enterprise or nonprofit



                                                                              23


entity (an "Other Entity"), including service with respect to employee benefit

plans, against all liability and loss suffered and expenses (including

attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the

preceding sentence, except as otherwise provided in Section 6.3, the Corporation

shall be required to indemnify a Covered Person in connection with a Proceeding

(or part thereof) commenced by such Covered Person only if the commencement of

such Proceeding (or part thereof) by the Covered Person was authorized by the

Board.

          6.2 Prepayment of Expenses. The Corporation shall pay the expenses

(including attorneys' fees) incurred by a Covered Person in defending any

Proceeding in advance of its final disposition, provided, however, that, to the

extent required by applicable law, such payment of expenses in advance of the

final disposition of the Proceeding shall be made only upon receipt of an

undertaking by the Covered Person to repay all amounts advanced if it should be

ultimately determined that the Covered Person is not entitled to be indemnified

under this Article 6 or otherwise.

          6.3 Claims. If a claim for indemnification or advancement of expenses

under this Article 6 is not paid in full within 30 days after a written claim

therefor by the Covered Person has been received by the Corporation, the Covered

Person may file suit to recover the unpaid amount of such claim and, if

successful in whole or in part, shall be entitled to be paid the expense of

prosecuting such claim. In any such action the Corporation shall have the burden

of proving that the Covered Person is not entitled to the requested

indemnification or advancement of expenses under applicable law.

          6.4 Nonexclusivity of Rights. The rights conferred on any Covered

Person by this Article 6 shall not be exclusive of any other rights that such

Covered



                                                                              24


Person may have or hereafter acquire under any statute, provision of the

Certificate of Incorporation, these By-laws, agreement, vote of stockholders or

disinterested directors or otherwise.

          6.5 Other Sources. The Corporation's obligation, if any, to indemnify

or to advance expenses to any Covered Person who was or is serving at its

request as a director, officer, employee or agent of an Other Entity shall be

reduced by any amount such Covered Person may collect as indemnification or

advancement of expenses from such Other Entity.

          6.6 Amendment or Repeal. Any repeal or modification of the foregoing

provisions of this Article 6 shall not adversely affect any right or protection

hereunder of any Covered Person in respect of any act or omission occurring

prior to the time of such repeal or modification.

          6.7 Other Indemnification and Prepayment of Expenses. This Article 6

shall not limit the right of the Corporation, to the extent and in the manner

permitted by applicable law, to indemnify and to advance expenses to persons

other than Covered Persons when and as authorized by appropriate corporate

action.

                                   ARTICLE 7

                               GENERAL PROVISIONS

          7.1 Certificates Representing Shares. Every holder of stock shall be

entitled to have a certificate signed by or in the name of the Corporation by

the Chairman, if any, or the President or a Vice President and by the Secretary

or an Assistant Secretary or the Treasurer or an Assistant Treasurer, certifying

the number of



                                                                              25


shares owned by such Stockholder in the Corporation. Any or all of the

signatures upon a certificate may be facsimiles. In case any officer, transfer

agent or registrar who has signed or whose facsimile signature has been placed

upon any certificate shall have ceased to be such officer, transfer agent or

registrar before such certificate is issued, such certificate may be issued by

the Corporation with the same effect as if such person were such officer,

transfer agent or registrar at the date of issue.

          7.2 Transfer and Registry Agents. The Corporation may from time to

time maintain one or more transfer offices or agents and registry offices or

agents at such place or places as may be determined from time to time by the

Board.

          7.3 Lost, Stolen or Destroyed Certificates. The Corporation may issue

a new certificate of stock in the place of any certificate theretofore issued by

it, alleged to have been lost, stolen or destroyed, and the Corporation may

require the owner of the lost, stolen or destroyed certificate, or his legal

representative, to give the Corporation a bond sufficient to indemnify it

against any claim that may be made against it on account of the alleged loss,

theft or destruction of any such certificate or the issuance of such new

certificate.

          7.4 Form of Records. Any records maintained by the Corporation in the

regular course of its business, including its stock ledger, books of account,

and minute books, may be kept on, or by means of, or be in the form of, any

information storage device or method, provided that the records so kept can be

converted into clearly legible paper form within a reasonable time. The

Corporation shall so convert any records so kept upon the request of any person

entitled to inspect such records pursuant to applicable law.



                                                                              26


          7.5 Seal. The corporate seal shall have the name of the Corporation

inscribed thereon and shall be in such form as may be approved from time to time

by the Board. The seal may be used by causing it or a facsimile thereof to be

impressed or affixed or otherwise reproduced.

          7.6 Fiscal Year. The fiscal year of the Corporation shall be

determined by resolution of the Board.

          7.7 Amendments. These By-laws may be altered, amended or repealed and

new By-laws may be adopted by the Board, but the Stockholders may make

additional By-laws and may alter and repeal any By-laws whether adopted by them

or otherwise.

EX-4.1

                                                                  EXECUTION COPY

================================================================================

                              CLARKE AMERICAN CORP.
                  (TO BE RENAMED HARLAND CLARKE HOLDINGS CORP.)

             AND EACH OF THE CO-ISSUERS AND GUARANTORS PARTY HERETO

                     9.50% SENIOR FIXED RATE NOTES DUE 2015

                       SENIOR FLOATING RATE NOTES DUE 2015

                                   ----------

                                    INDENTURE

                             Dated as of May 1, 2007

                                   ----------

                             WELLS FARGO BANK, N.A.

                                     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)......................................................         12.03
   (c)......................................................         12.03
313(a)......................................................         7.06
   (b)(2)...................................................      7.06; 7.07
   (c)......................................................      7.06; 12.02
   (d)......................................................         7.06
314(a)......................................................   4.03;12.02; 12.05
   (c)(1)...................................................         12.04
   (c)(2)...................................................         12.04
   (c)(3)...................................................         N.A.
   (e)......................................................         12.05
   (f)......................................................         N.A.
315(a)......................................................         7.01
   (b)......................................................      7.05; 12.02
   (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)......................................................         12.01
   (b)......................................................         N.A.
   (c)......................................................         12.01

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.........................................     34
Section 1.03   Incorporation by Reference of Trust Indenture Act.........     35
Section 1.04   Rules of Construction.....................................     35

                                    ARTICLE 2
                                    THE NOTES

Section 2.01   Form and Dating...........................................     36
Section 2.02   Execution and Authentication..............................     37
Section 2.03   Registrar, Paying Agent and Calculation Agent.............     37
Section 2.04   Paying Agent to Hold Money in Trust.......................     38
Section 2.05   Holder Lists..............................................     38
Section 2.06   Transfer and Exchange.....................................     38
Section 2.07   Replacement Notes.........................................     51
Section 2.08   Outstanding Notes.........................................     51
Section 2.09   Treasury Notes............................................     52
Section 2.10   Temporary Notes...........................................     52
Section 2.11   Cancellation..............................................     52
Section 2.12   Defaulted Interest........................................     52

                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01   Notices to Trustee........................................     53
Section 3.02   Selection of Notes to Be Redeemed or Purchased............     53
Section 3.03   Notice of Redemption......................................     53
Section 3.04   Effect of Notice of Redemption............................     54
Section 3.05   Deposit of Redemption or Purchase Price...................     54
Section 3.06   Notes Redeemed or Purchased in Part.......................     55
Section 3.07   Optional Redemption.......................................     55
Section 3.08   Mandatory Redemption......................................     57
Section 3.09   Offer to Purchase by Application of Excess Proceeds.......     57

                                    ARTICLE 4
                                    COVENANTS

Section 4.01   Payment of Notes..........................................     59
Section 4.02   Maintenance of Office or Agency...........................     59
Section 4.03   Reports...................................................     59
Section 4.04   Compliance Certificate....................................     61
Section 4.05   Taxes.....................................................     61
Section 4.06   Stay, Extension and Usury Laws............................     61
Section 4.07   Restricted Payments.......................................     62
Section 4.08   Dividend and Other Payment Restrictions Affecting
               Restricted Subsidiaries...................................     68
Section 4.09   Incurrence of Indebtedness and Issuance of Preferred Stock
               and Disqualified Stock....................................     70
Section 4.10   Asset Sales...............................................     76


                                        i



Section 4.11   Transactions with Affiliates..............................     79
Section 4.12   Liens.....................................................     81
Section 4.13   Business Activities.......................................     82
Section 4.14   Corporate Existence.......................................     82
Section 4.15   Offer to Repurchase Upon Change of Control................     82
Section 4.16   Limitation on Sale and Lease-Back Transactions............     84
Section 4.17   Limitations on Guarantees of Indebtedness by Restricted
               Subsidiaries..............................................     84

                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01   Merger, Consolidation, or Sale of Assets..................     85
Section 5.02   Successor Corporation Substituted.........................     87

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01   Events of Default and Remedies............................     88
Section 6.02   Acceleration..............................................     89
Section 6.03   Other Remedies............................................     90
Section 6.04   Waiver of Past Defaults...................................     90
Section 6.05   Control by Majority.......................................     90
Section 6.06   Limitation on Suits.......................................     91
Section 6.07   Rights of Holders of Notes to Receive Payment.............     91
Section 6.08   Collection Suit by Trustee................................     91
Section 6.09   Trustee May File Proofs of Claim..........................     91
Section 6.10   Priorities................................................     92
Section 6.11   Undertaking for Costs.....................................     92

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01   Duties of Trustee.........................................     93
Section 7.02   Rights of Trustee.........................................     94
Section 7.03   Individual Rights of Trustee..............................     94
Section 7.04   Trustee's Disclaimer......................................     94
Section 7.05   Notice of Defaults........................................     95
Section 7.06   Reports by Trustee to Holders of the Notes................     95
Section 7.07   Compensation and Indemnity................................     95
Section 7.08   Replacement of Trustee....................................     96
Section 7.09   Successor Trustee by Merger, etc..........................     97
Section 7.10   Eligibility; Disqualification.............................     97
Section 7.11   Preferential Collection of Claims Against Company.........     97

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance..     97
Section 8.02   Legal Defeasance and Discharge............................     97
Section 8.03   Covenant Defeasance.......................................     98
Section 8.04   Conditions to Legal or Covenant Defeasance................     98
Section 8.05   Deposited Money and Government Securities to be Held in
               Trust; Other Miscellaneous Provisions.....................    100
Section 8.06   Repayment to Company......................................    100
Section 8.07   Reinstatement.............................................    100


                                       ii



                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes.......................    101
Section 9.02   With Consent of Holders of Notes..........................    102
Section 9.03   Compliance with Trust Indenture Act.......................    103
Section 9.04   Revocation and Effect of Consents.........................    103
Section 9.05   Notation on or Exchange of Notes..........................    104
Section 9.06   Trustee to Sign Amendments, etc...........................    104

                                   ARTICLE 10
                                   GUARANTEES

Section 10.01. Guarantee.................................................    104
Section 10.02. Limitation on Guarantor Liability.........................    105
Section 10.03. Execution and Delivery of Guarantee.......................    105
Section 10.04. Releases..................................................    106

                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

Section 11.01  Satisfaction and Discharge................................    107
Section 11.02  Application of Trust Money................................    108

                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.01  Trust Indenture Act Controls..............................    108
Section 12.02  Notices...................................................    108
Section 12.03  Communication by Holders of Notes with Other Holders of
               Notes.....................................................    109
Section 12.04  Certificate and Opinion as to Conditions Precedent........    109
Section 12.05  Statements Required in Certificate or Opinion.............    110
Section 12.06  Rules by Trustee and Agents...............................    110
Section 12.07  No Personal Liability of Directors, Officers, Employees,
               Stockholders or Controlling Persons.......................    110
Section 12.08  Governing Law.............................................    111
Section 12.09  No Adverse Interpretation of Other Agreements.............    111
Section 12.10  Successors................................................    111
Section 12.11  Severability..............................................    111
Section 12.12  Counterpart Originals.....................................    111
Section 12.13  Table of Contents, Headings, etc..........................    111
Section 12.14  Force Majeure.............................................    111

                                    EXHIBITS

Exhibit A1     FORM OF FLOATING RATE NOTE
Exhibit A2     FORM OF FIXED RATE NOTE
Exhibit A3     FORM OF REGULATION S TEMPORARY GLOBAL FLOATING RATE NOTE
Exhibit A4     FORM OF REGULATION S TEMPORARY GLOBAL FIXED RATE NOTE
Exhibit B      FORM OF CERTIFICATE OF TRANSFER
Exhibit C      FORM OF CERTIFICATE OF EXCHANGE
Exhibit D1     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
               INVESTOR FOR FLOATING RATE NOTES


                                       iii



Exhibit D2     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
               INVESTOR FOR FIXED RATE NOTES
Exhibit E1     FORM OF NOTATION OF GUARANTEE FOR FLOATING RATE NOTES
Exhibit E2     FORM OF NOTATION OF GUARANTEE FOR FIXED RATE NOTES
Exhibit F      FORM OF SUPPLEMENTAL INDENTURE


                                       iv



     INDENTURE dated as of May 1, 2007 among Clarke American Corp., a Delaware
corporation, the Co-Issuers (as defined), the Guarantors (as defined) and Wells
Fargo Bank, N.A., as trustee.

     The Company (as defined), the Co-Issuers, the Guarantors 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 Senior Floating Rate Notes due 2015
(the "Floating Rate Notes") and the 9.50% Senior Fixed Rate Notes due 2015 (the
"Fixed Rate Notes" and, together with the Floating Rate Notes, 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 A1
or Exhibit A2 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 Restricted 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; and

          (2) Indebtedness secured by a Lien encumbering any asset acquired by
     such specified Person.

"Additional Fixed Rate Notes" means additional Fixed Rate Notes (other than the
Initial Fixed Rate Notes) issued under this Indenture in accordance with
Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Fixed
Rate Notes (except that Fixed Rate Notes that bear the legend required by
Section 2.06(g)(4) will be treated where necessary as separate series as
contemplated by Section 2.06(i)(9)), and the Exchange Fixed Rate Notes issued in
respect of such Initial Fixed Rate Notes.

"Additional Floating Rate Notes" means additional Floating Rate Notes (other
than the Initial Floating Rate Notes) issued under this Indenture in accordance
with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial
Floating Rate Notes (except that Floating Rate Notes that bear the legend
required by Section 2.06(g)(4) will be treated where necessary as separate
series as contemplated by Section 2.06(i)(9)), and the Exchange Floating Rate
Notes issued in respect of such Initial Floating Rate Notes.

"Additional Interest" means all Additional Interest then owing pursuant to the
Registration Rights Agreement.

"Additional Notes" means the Additional Fixed Rate Notes and the Additional
Floating Rate Notes.

"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"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or


                                       1



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.

"Agent" means any Registrar, co-registrar, Paying Agent, additional paying agent
or Calculation Agent.

"Applicable LIBOR Rate" means, for each interest period with respect to the
Floating Rate Notes, the rate determined by the Company (notice of such rate to
be sent to the Trustee on the date of determination thereof) equal to the
greater of (a) 1.250% or (b) the applicable British Bankers' Association LIBOR
rate for deposits in U.S. dollars for a period of three months as reported by
any generally recognized financial information service as of 11:00 a.m. (London
time) two business days prior to the first day of such interest period; provided
that if no such British Bankers' Association LIBOR rate is available to the
Company, the Applicable LIBOR Rate for the relevant interest period shall
instead be the rate at which Credit Suisse Securities (USA) LLC or one of its
affiliate banks offers to place deposits in U.S. dollars with first-class banks
in the London interbank market for a period of six months as of approximately
11:00 a.m. (London time) two business days prior to the first day of such
interest period, in amounts equal to $1.0 million.

"Applicable Premium" means, with respect to any Note on any Make-Whole
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 such Floating Rate Note at May 15, 2009 or such
          Fixed Rate Note at May 15, 2011, as the case may be (each such
          redemption price being set forth in the tables appearing in Section
          3.07 hereof), plus (ii) all required interest payments due on such
          Floating Rate Note through May 15, 2009 or such Fixed Rate Note
          through May 15, 2011, as the case may be (assuming with respect to
          Floating Rate Notes, that the rate of interest on the Floating Rate
          Notes for the period from the redemption date through May 15, 2009
          will be equal to the rate of interest on the Floating Rate Notes in
          effect on the date on which the applicable notice of redemption is
          given) excluding accrued but unpaid interest to the Make-Whole
          Redemption Date, computed using a discount rate equal to the Treasury
          Rate as of such Make-Whole Redemption Date plus 50 basis points; over

               (b) the principal amount of the Note.

"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, conveyance, transfer or other disposition, whether in a
     single transaction or a series of related transactions, of property or
     assets (including by way of a Sale and Lease-Back Transaction) of the
     Company or any Restricted Subsidiary (each referred to in this definition
     as a "disposition"); and

          (2) the issuance or sale of Equity Interests of any Restricted
     Subsidiary (other than directors' qualifying shares), whether in a single
     transaction or a series of related transactions.


                                       2



     Notwithstanding the preceding, none of the following items will be deemed
     to be an Asset Sale:

               (a) a disposition of cash, Cash Equivalents or Investment Grade
          Securities or obsolete or worn out equipment, vehicles or other
          similar assets in the ordinary course of business or any disposition
          of inventory or goods held for sale in the ordinary course of business
          or any disposition of assets no longer used or useful or necessary in
          the conduct of the business of the Company and its Restricted
          Subsidiaries;

               (b) the disposition of all or substantially all of the assets of
          the Company or a Guarantor in a manner permitted pursuant to Section
          5.01 hereof or any disposition that constitutes a Change of Control
          pursuant to this Indenture;

               (c) the making of any Permitted Investment or the making of any
          Restricted Payment that is not prohibited by Section 4.07 hereof;

               (d) any disposition of assets or issuance or sale of Equity
          Interests of any Restricted Subsidiary in any transaction or series of
          transactions with an aggregate Fair Market Value of less than $7.5
          million;

               (e) any disposition of property or assets or issuance or transfer
          of securities by a Restricted Subsidiary to the Company or by the
          Company or a Restricted Subsidiary to a Restricted Subsidiary;

               (f) to the extent allowable under Section 1031 of the Internal
          Revenue Code of 1986, any exchange of like property (excluding any
          boot thereon) for use in a Similar Business;

               (g) the lease, assignment or sub-lease of any real or personal
          property in the ordinary course of business;

               (h) any issuance or sale of Equity Interests in, or Indebtedness
          or other securities of, an Unrestricted Subsidiary;

               (i) foreclosures on assets;

               (j) sales of accounts receivable, payment intangibles and related
          assets, or participations therein, in connection with any Receivables
          Facility;

               (k) the unwinding of any Hedging Obligations;

               (l) the sale or grant of licenses or sub-licenses of intellectual
          property entered into in the ordinary course of business;

               (m) creation or realization of Liens that are permitted to be
          incurred by this Indenture;

               (n) any transfer of property or assets that is a surrender or
          waiver of a contract right or a settlement, surrender or release of a
          contract or tort claim;

               (o) dispositions in connection with Sale and Lease-Back
          Transactions permitted by Section 4.16 hereof; and

               (p) dispositions of Investments in joint ventures to the extent
          required by, or made pursuant to customary buy/sell arrangements
          between, the joint venture parties set forth in joint venture
          agreements and similar binding agreements.

"Attributable Debt" in respect of a Sale and Lease-Back Transaction means, at
the time of determination, the present value (discounted at the interest rate
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 such Sale and Lease-Back Transaction (including any period for
which such lease has


                                       3



been extended); provided, however, that if such Sale and Lease-Back Transaction
results in a Capitalized Lease Obligation, the amount of Indebtedness
represented thereby will be determined in accordance with the definition of
Capitalized Lease Obligation.

"Attributable Receivables Facility Debt" means, at any time, the principal
amount of any Receivables Facility outstanding at such time; provided that in
the case of a multi-seller Receivables Facility, the amount of Attributable
Receivables Facility Debt shall be the portion of the principal amount of such
Receivables Facility attributable (as determined in good faith by the Company)
to any receivables or payment intangibles transferred by the Company or any
Restricted Subsidiary in support of such Receivables Facility at or prior to
such time and still outstanding.

"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 corresponding meanings.

"Board of Directors" means:

          (1) with respect to a corporation, the board of directors of the
     corporation or any committee thereof;

          (2) with respect to a partnership the general partner of which is a
     corporation, the board of directors of the general partner of the
     partnership or any committee thereof;

          (3) with respect to a limited liability company, any managing member
     thereof or, if managed by managers, the board of managers or any committee
     thereof; and

          (4) with respect to any other Person, the board or committee of such
     Person (or such Person's general partner, manager or equivalent) serving a
     similar function.

"Board Resolution" means, with respect to the Company, a duly adopted resolution
of the Board of Directors of the Company or any committee thereof.

"Broker-Dealer" has the meaning set forth in the Registration Rights Agreement.

"Business Day" means each day that is not a Legal Holiday.

"Calculation Agent" has the meaning set forth in Section 2.03 hereof.

"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 or membership interests (whether general or limited); and


                                       4



          (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,

 "Capitalized Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized and reflected as a liability on a
balance sheet (excluding the footnotes thereto) in accordance with GAAP.

"Cash Equivalents" means:

          (1) United States dollars, Canadian dollars, Japanese yen, pounds
     sterling, euro or, in the case of any Foreign Subsidiary that is a
     Restricted Subsidiary, such local currencies held by it from time to time
     in the ordinary course of business;

          (2) securities issued or directly and fully and unconditionally
     guaranteed or insured by the government of the United States of America or
     any agency or instrumentality thereof the securities of which are
     unconditionally guaranteed as a full faith and credit obligation of such
     government with maturities of 24 months or less from the date of
     acquisition;

          (3) certificates of deposit, time deposits and eurodollar time
     deposits with maturities of one year or less from the date of acquisition,
     bankers' acceptances with maturities not exceeding one year 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 $250.0 million;

          (4) repurchase obligations 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 at least P-1 by Moody's or at least A-1 by
     S&P and in each case maturing within 12 months after the date of issuance
     thereof;

          (6) investment funds investing at least 95% of their assets in
     securities of the types described in clauses (1) through (5) above;

          (7) readily marketable direct obligations issued by any state of the
     United States of America or any political subdivision thereof having one of
     the two highest rating categories obtainable from either Moody's or S&P
     with maturities of 24 months or less from the date of acquisition; and

          (8) Indebtedness or Preferred Stock issued by Persons with a rating of
     "A" or higher from S&P or "A2" or higher from Moody's with maturities of 12
     months or less from the date of acquisition.

     Notwithstanding the foregoing, Cash Equivalents shall include amounts
denominated in currencies other than those set forth in clause (1) above;
provided that such amounts are converted into one or more of the currencies set
forth in clause (1) above as promptly as practicable and in any event within ten
(10) Business Days following the receipt of such amounts.

"Cash Management Obligations" means any obligations of the Company or any of its
Restricted Subsidiaries in respect of any arrangement for treasury, depositary
or cash management services provided to the Company or any of its Restricted
Subsidiaries in connection with any transfer or disbursement of


                                       5



funds through an automated clearinghouse or on a same day or immediate or
accelerated availability basis.

"Change of Control" means the occurrence of any of the following:

          (1) the sale, lease or transfer, in one or a series of related
     transactions, of all or substantially all of the assets of Holdings, the
     Company and its Subsidiaries, taken as a whole, to any Person other than a
     Permitted Holder;

          (2) the Company becoming aware of (by way of a report or any other
     filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
     notice or otherwise) the acquisition by any Person or group (within the
     meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any
     successor provision), including any group acting for the purpose of
     acquiring, holding or disposing of securities (within the meaning of Rule
     13d-5(b)(1) under the Exchange Act, or any successor provision), other than
     any of the Permitted Holders, in a single transaction or in a series of
     related transactions, by way of merger, consolidation or other business
     combination or purchase of beneficial ownership (within the meaning of Rule
     13d-3 under the Exchange Act, or any successor provision) of 50% or more of
     the total voting power of the Voting Stock of the Company; or

          (3) the Board of Directors of the Company ceasing to consist of a
     majority of Continuing Directors.

     Notwithstanding the foregoing, (A) any holding company whose only
significant asset is Equity Interests of Holdings or the Company or any of their
direct or indirect parent companies shall not itself be considered a "Person" or
"group" for purposes of clause (2) above; (B) the term "Change of Control" shall
not include a merger or consolidation of the Company or Holdings with or the
sale, assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the Company's or Holdings' assets to, an Affiliate
incorporated or organized solely for the purpose of reincorporating or
reorganizing the Company or Holdings in another jurisdiction and/or for the sole
purpose of forming or collapsing a holding company structure; and (C) a "Person"
or "group" shall not be deemed to have beneficial ownership of securities
subject to a stock purchase agreement, merger agreement or similar agreement (or
voting or option agreement related thereto) until the consummation of the
transactions contemplated by such agreement.

"Clearstream" means Clearstream Banking, S.A.

"Co-Issuer" means each of:

          (1) John H. Harland Company, a Georgia corporation, Checks in the
     Mail, Inc., a Delaware corporation, Harland Checks and Services, Inc., a
     Georgia corporation, Clarke American Checks, Inc., a Delaware corporation,
     B2Direct, Inc., a Delaware corporation, Scantron Corporation, a Delaware
     corporation, Harland Financial Solutions, Inc., an Oregon corporation, HFS
     Core Systems, Inc., a Delaware corporation, H Acquisition Corp., a Georgia
     corporation, New CS, Inc., a Delaware corporation, New SCH, Inc., a Georgia
     corporation, New SCSFH, Inc., a Delaware corporation and New SFH, Inc., an
     Oregon corporation; and

          (2) any other Subsidiary of the Company that becomes a Co-Issuer in
     accordance with the provisions of this Indenture;

and their respective successors and assigns, in each case, until such Co-Issuer
has been released in accordance with the provisions of this Indenture.


                                       6



"Company" means Clarke American Corp., and any and all successors thereto;
provided that when used in the context of determining the fair market value of
an asset or liability under this Indenture, "Company" shall, unless otherwise
expressly stated, be deemed to mean the Board of Directors of Clarke American
Corp. when the fair market value of such asset or liability is equal to or in
excess of $30.0 million.

"consolidated" means, with respect to any Person, such person consolidated with
its Subsidiaries, excluding from such consolidation any Receivables Subsidiary
and any Unrestricted Subsidiary as if such Receivables Subsidiary or
Unrestricted Subsidiary were not an Affiliate of such Person, unless otherwise
specifically indicated.

"Consolidated Depreciation and Amortization Expense" means with respect to any
Person for any period, the sum of (i) the total amount of depreciation and
amortization expense, including the amortization of deferred financing fees and
other related noncash charges of such Person and its Restricted Subsidiaries for
such period on a consolidated basis and otherwise determined in accordance with
GAAP and (ii) to the extent not included in clause (i), the amount of
amortization expense related to capitalized pre-paid incentive payments (which
pre-paid incentive payments may also be recorded as "upfront contract
acquisition costs").

"Consolidated Interest Expense" means, with respect to any Person for any
period, the sum, without duplication, of:

          (1) consolidated interest expense of such Person and its Restricted
     Subsidiaries for such period, to the extent such expense was deducted in
     computing Consolidated Net Income (including (a) amortization of original
     issue discount resulting from the issuance of Indebtedness at less than
     par, (b) all commissions, discounts and other fees and charges owed with
     respect to letters of credit or bankers' acceptances, (c) noncash interest
     payments (but excluding any noncash interest expense attributable to the
     movement in the mark-to-market valuation of Hedging Obligations or other
     derivative instruments pursuant to GAAP), (d) the interest component of
     Capitalized Lease Obligations and (e) net payments, if any, pursuant to
     interest rate Hedging Obligations with respect to Indebtedness, and
     excluding (i) Additional Interest, (ii) amortization of deferred financing
     fees, debt issuance costs, commissions, fees and expenses, (iii) any
     expensing of bridge, commitment and other financing fees, (iv) commissions,
     discounts, yield and other fees and charges (including any interest
     expense) related to any Receivables Facility, (v) any redemption premiums,
     prepayment fees, other charges or penalties incurred in connection with the
     Transactions and (vi) any premiums, fees or other charges incurred in
     connection with the refinancing of the Existing Credit Agreements or the
     Tender Offer (in each case of (i) through (vi), to the extent included in
     any of the foregoing items (a) through (e))), plus

          (2) consolidated capitalized interest of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued, less

          (3) interest income for such period and net receipts, if any, pursuant
     to interest rate Hedging Obligations with respect to Indebtedness.

     For purposes of this definition, interest on a Capitalized Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined by such
Person to be the rate of interest implicit in such Capitalized Lease Obligation
in accordance with GAAP.

"Consolidated Leverage Ratio" means, with respect to any Person as of any date
of determination, the ratio of (x) the excess of (i) Consolidated Total
Indebtedness of such Person as of the end of the most


                                       7



recent fiscal quarter for which internal financial statements are available
immediately preceding the date on which such event for which such calculation is
being made shall occur over (ii) an amount equal to the lesser of (a) the amount
of cash and Cash Equivalents of the Company and its Restricted Subsidiaries on
such date that are free and clear of any Lien (other than non-consensual
Permitted Liens and Permitted Liens of the type set forth in clauses (22)
through (25) of the definition thereof) and (b) $40.0 million to (y) the
aggregate amount of EBITDA of such Person for the period of the most recently
ended four full consecutive fiscal quarters for which internal financial
statements are available immediately preceding the date on which such event for
which such calculation is being made shall occur, in each case with such pro
forma adjustments to Consolidated Total Indebtedness and EBITDA as are
appropriate and consistent with the pro forma adjustment provisions set forth in
the definition of "Fixed Charge Coverage Ratio".

"Consolidated Net Income" means, with respect to any Person for any period, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for
such period, on a consolidated basis, and otherwise determined in accordance
with GAAP; provided that, without duplication,

          (1) any net after-tax restructuring expense or extraordinary,
     non-recurring or unusual gains or losses (less all fees and expenses
     relating thereto) or expenses (including relating to severance, relocation,
     one-time compensation charges and the Transactions) shall be excluded,

          (2) the Net Income for such period shall not include the cumulative
     effect of a change in accounting principles during such period, whether
     effected through a cumulative effect adjustment or a retroactive
     application in each case in accordance with GAAP,

          (3) any net after-tax income (loss) from disposed or discontinued
     operations and any net after-tax gains or losses on disposal of disposed or
     discontinued operations shall be excluded,

          (4) any net after-tax gains or losses (less all fees and expenses
     relating thereto) attributable to asset dispositions or the sale or other
     disposition of any Capital Stock of any Person other than in the ordinary
     course of business, as determined in good faith by the Company, shall be
     excluded,

          (5) the Net Income for such period of any Person that is not a
     Subsidiary, or is an Unrestricted Subsidiary or a Receivables Subsidiary,
     or that is accounted for by the equity method of accounting, shall be
     excluded; provided that Consolidated Net Income of the Company shall be
     increased by the amount of dividends or distributions or other payments
     that are actually paid in cash (or to the extent converted into cash) to
     the referent Person or a Restricted Subsidiary thereof in respect of such
     period,

          (6) solely for the purpose of determining the amount available for
     Restricted Payments under Section 4.07(a)(c)(1), the Net Income for such
     period of any Restricted Subsidiary (other than any Subsidiary Guarantor)
     shall be excluded if the declaration or payment of dividends or similar
     distributions by that Restricted Subsidiary of its Net Income is not at the
     date of determination wholly permitted without any prior governmental
     approval (which has not been obtained) or, directly or indirectly, by the
     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, unless such
     restriction with respect to the payment of dividends or similar
     distributions has been legally waived; provided that Consolidated Net
     Income of the Company will be increased by the amount of dividends or other
     distributions or other payments actually paid in cash (or to the extent
     converted into cash) to the Company or a Restricted Subsidiary thereof in
     respect of such period, to the extent not already included therein,

          (7) any increase in amortization or depreciation or other noncash
     charges (including, without limitation, any non-cash fair value adjustment
     of inventory) resulting from the


                                       8



     application of purchase accounting in relation to the Transactions or any
     other acquisition that is consummated after the Issue Date, net of taxes,
     shall be excluded,

          (8) any net after-tax income (loss) from Hedging Obligations or Cash
     Management Obligations and the application of Statement of Financial
     Accounting Standards No. 133 or other derivative instruments or from the
     extinguishment of Indebtedness shall be excluded,

          (9) any net after-tax impairment charge or asset write-off, in each
     case pursuant to GAAP, and the amortization of intangibles arising pursuant
     to GAAP shall be excluded,

          (10) any net after-tax noncash compensation expense recorded from
     grants of stock appreciation or similar rights, stock options, restricted
     stock or other rights to officers, directors, employees, managers or
     consultants shall be excluded,

          (11) any non-cash cost related to the termination of any employee
     pension benefit plan, together with any related provision for taxes on any
     such termination (or the tax effect of any such termination) shall be
     excluded,

          (12) any deferred financing costs amortized or written off, and
     premiums and prepayment penalties paid in connection with the Transactions
     or any other acquisition or disposition that is consummated after the Issue
     Date shall be excluded,

          (13) any net gain or loss resulting in such period from currency
     translation gains or losses related to currency remeasurements of
     Indebtedness shall be excluded, and

          (14) any charges resulting from the application of Statement of
     Financial Accounting Standards No. 141 "Business Combinations", No. 142
     "Goodwill and Other Intangible Assets", No. 144 "Accounting for the
     Impairment or Disposal of Long-Lived Assets" or No. 150 "Accounting for
     Certain Financial Instruments with Characteristics of Both Liabilities and
     Equity" shall be excluded.

     Notwithstanding the foregoing, for the purpose of Section 4.07 only (other
than Section 4.07(a)(c)(4)), there shall be excluded from Consolidated Net
Income any income arising from any sale or other disposition of Restricted
Investments made by the Company and the Restricted Subsidiaries, any repurchases
and redemptions of Restricted Investments from the Company and the Restricted
Subsidiaries, any repayments of loans and advances that constitute Restricted
Investments by the Company or any Restricted Subsidiary, any sale of the stock
of an Unrestricted Subsidiary or any distribution or dividend from an
Unrestricted Subsidiary, in each case only to the extent such amounts increase
the amount of Restricted Payments permitted under Section 4.07(a)(c)(4).

"Consolidated Secured Debt Ratio" as of any date of determination means the
ratio of (x) the excess of (i) Consolidated Total Indebtedness of the Company
and the Restricted Subsidiaries that is secured by Liens as of the end of the
most recent fiscal quarter for which internal financial statements are available
immediately preceding the date on which such event for which such calculation is
being made shall occur over (ii) an amount equal to the lesser of (a) the amount
of cash and Cash Equivalents of the Company and its Restricted Subsidiaries on
such date that are free and clear of any Lien (other than non-consensual
Permitted Liens and Permitted Liens of the type set forth in clauses (22)
through (25) of the definition thereof) and (b) $40.0 million to (y) the
aggregate amount of EBITDA of the Company and the Restricted Subsidiaries for
the period of the most recently ended consecutive four full fiscal quarters for
which internal financial statements are available immediately preceding the date
on which such event for which such calculation is being made shall occur, in
each case with such pro forma adjustments to Consolidated Total Indebtedness and
EBITDA as are appropriate and consistent with the pro forma adjustment
provisions set forth in the definition of Fixed Charge Coverage Ratio.

"Consolidated Total Indebtedness" means, as at any date of determination, an
amount equal to the sum, without duplication, of (1) the aggregate amount of all
outstanding Indebtedness of the Company and the


                                       9



Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for
borrowed money, Obligations in respect of Capitalized Lease Obligations,
Attributable Debt in respect of Sale and Lease-Back Transactions and debt
obligations evidenced by bonds, notes, debentures or similar instruments or
letters of credit or bankers' acceptances (and excluding any undrawn letters of
credit issued in the ordinary course of business and all obligations relating to
any Receivables Facility) and (2) the aggregate amount of all outstanding
Disqualified Stock of the Company and all Disqualified Stock and Preferred Stock
of the Restricted Subsidiaries (excluding items eliminated in consolidation),
with the amount of such Disqualified Stock and Preferred Stock equal to the
greater of their respective voluntary or involuntary liquidation preferences and
Maximum Fixed Repurchase Prices, in each case determined on a consolidated basis
in accordance with GAAP.

     For purposes hereof, the "Maximum Fixed Repurchase Price" of any
Disqualified Stock or Preferred Stock that does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified
Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were
purchased on any date on which Consolidated Total Indebtedness shall be required
to be determined pursuant to this Indenture, and if such price is based upon, or
measured by, the fair market value of such Disqualified Stock or Preferred
Stock, such fair market value shall be determined in good faith by the Company.

"Contingent Obligations" means, with respect to any Person, any obligation of
such Person guaranteeing any leases, dividends or other obligations (the
"primary obligations") that do not constitute Indebtedness of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, including
any obligation of such Person, whether or not contingent,

          (1) to purchase any such primary obligations or any property
     constituting direct or indirect security therefor,

          (2) to advance or supply funds

               (A) for the purchase or payment of any such primary obligations
          or

               (B) to maintain working capital or equity capital of the primary
          obligor or otherwise to maintain the net worth or solvency of the
          primary obligor, or

          (3) to purchase property, securities or services primarily for the
     purpose of assuring the owner of any such primary obligations of the
     ability of the primary obligor to make payment of such primary obligation
     against loss in respect thereof.

"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 Issue Date; 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.

"Corporate Trust Office of the Trustee" will be at the address of the Trustee
specified in Section 12.02 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 April 4,
2007, by and among the Company, the Guarantors party thereto, Credit Suisse, as
administrative agent, and the lenders party thereto, providing for revolving
credit and term loan borrowings, including any related notes, guarantees,


                                       10



collateral documents, instruments and agreements executed in connection
therewith, in each case as such Credit Agreement, in whole or in part, in one or
more instances, may be amended, renewed, extended, substituted, refinanced,
restructured, replaced, supplemented or otherwise modified from time to time
(including, without limitation, any successive renewals, extensions,
substitutions, refinancings, restructurings, replacements, supplementations or
other modifications of the foregoing and including, without limitation, any
amendment increasing the amount of Indebtedness incurred or available to be
borrowed thereunder, extending the maturity of any Indebtedness incurred
thereunder or contemplated thereby or deleting, adding or substituting one or
more parties thereto (whether or not such added or substituted parties are banks
or other institutional lenders)), including into one or more debt facilities,
commercial paper facilities or other debt instruments, indentures or agreements
(including by means of sales of debt securities (including Additional Notes) to
institutional investors), providing for revolving credit loans, term loans,
letters of credit or other debt obligations, whether any such extension,
replacement or refinancing (1) occurs simultaneously or not with the termination
or repayment of a prior Credit Agreement or (2) occurs on one or more separate
occasions.

"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 or other lenders providing for revolving
credit loans, term loans, debt securities, 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 such Credit Facility, in whole or in part, in one or
more instances, may be amended, renewed, extended, substituted, refinanced,
restructured, replaced, supplemented or otherwise modified from time to time
(including, without limitation, any successive renewals, extensions,
substitutions, refinancings, restructurings, replacements, supplementations or
other modifications of the foregoing and including, without limitation, any
amendment increasing the amount of Indebtedness incurred or available to be
borrowed thereunder, extending the maturity of any Indebtedness incurred
thereunder or contemplated thereby or deleting, adding or substituting one or
more parties thereto (whether or not such added or substituted parties are banks
or other institutional lenders)), including into one or more debt facilities,
commercial paper facilities or other debt instruments, indentures or agreements
(including by means of sales of debt securities (including Additional Notes) to
institutional investors), providing for revolving credit loans, term loans,
letters of credit or other debt obligations, whether any such extension,
replacement or refinancing (1) occurs simultaneously or not with the termination
or repayment of a prior Credit Facility or (2) occurs on one or more separate
occasions.

"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 or Exhibit A2 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.


                                       11



"Designated Asset Sale" means the sale, conveyance, transfer or other
disposition, whether in a single transaction or a series of related
transactions, of Designated Assets (including by way of a Sale and Lease-Back
Transaction and including the disposition of Capital Stock of any Subsidiary) of
Holdings, the Company or any Subsidiary.

"Designated Assets" means any property or assets (including Capital Stock of any
Subsidiary) other than (i) property or assets of the Printed Products Business,
(ii) Capital Stock of the Company and (iii) Capital Stock of any Restricted
Subsidiary conducting any material portion of the Printed Products Business at
the time of such Designated Asset Sale or Restricted Payment (as the case may
be).

"Designated Noncash Consideration" means the fair market value of noncash
consideration received by the Company or a Restricted Subsidiary in connection
with an Asset Sale that is so designated as Designated Noncash Consideration
pursuant to an Officers' Certificate, setting forth the basis of such valuation,
less the amount of cash or Cash Equivalents received in connection with a
subsequent sale of such Designated Noncash Consideration.

"Designated Preferred Stock" means Preferred Stock of the Company or any parent
company thereof (in each case other than Disqualified Stock) that is issued for
cash (other than to a Restricted Subsidiary) and is so designated as Designated
Preferred Stock pursuant to an Officers' Certificate, as the case may be, on the
issuance date thereof.

"Disqualified Stock" means, with respect to any Person, any Capital Stock of
such Person which, by its terms, or by the terms of any security into which it
is convertible or for which it is putable or exchangeable, or upon the happening
of any event, matures or is mandatorily redeemable (other than solely for
Capital Stock that is not Disqualified Stock), other than as a result of a
change of control or asset sale, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, other than as a
result of a change of control or asset sale, in whole or in part, in each case
prior to the date that is 91 days after the earlier of the maturity date of the
Notes and the date the Notes are no longer outstanding; provided that if such
Capital Stock is issued to any plan for the benefit of employees of the Company
or its Subsidiaries or by any such plan to such employees, such Capital Stock
shall not constitute Disqualified Stock solely because it may be required to be
repurchased by the Company or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligation; provided, further, that any Capital Stock
held by any future, present or former employee, director, officer, manager or
consultant (or their estates, spouses or former spouses) of the Company, any of
its Subsidiaries or any of its direct or indirect parent companies pursuant to
any stockholders agreement, management equity plan or stock option plan or any
other management or employee benefit plan or agreement shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the
Company or its Subsidiaries following the termination of employment of such
employee, director, officer, manager or consultant with the Company or any of
its Subsidiaries.

"Domestic Subsidiary" means, with respect to any Person, any Restricted
Subsidiary of such Person other than (x) a Foreign Subsidiary or (y) any
Domestic Subsidiary of a Foreign Subsidiary, but, in each case, including any
subsidiary that guarantees or otherwise provides direct credit support for any
Indebtedness of the Company.

"EBITDA" means, with respect to any Person for any period, the Consolidated Net
Income of such Person for such period,

          (1) increased by (without duplication):


                                       12



               (a) provision for taxes based on income or profits, plus
          franchise or similar taxes, of such Person for such period deducted in
          computing Consolidated Net Income, plus

               (b) consolidated Fixed Charges of such Person for such period to
          the extent the same was deducted in calculating Consolidated Net
          Income, plus

               (c) Consolidated Depreciation and Amortization Expense of such
          Person for such period to the extent such depreciation and
          amortization were deducted in computing Consolidated Net Income, plus

               (d) any expenses or charges related to any equity offering,
          permitted acquisition or other Investment, permitted disposition,
          recapitalization or the incurrence of Indebtedness permitted to be
          incurred under this Indenture including a refinancing thereof (in each
          case, whether or not successful) and any amendment or modification to
          the terms of any such transactions, including such fees, expenses or
          charges related to the Transactions deducted in computing Consolidated
          Net Income for such period, plus

               (e) the amount of any restructuring charge, redemption premium,
          prepayment penalty, premium and other related fee or reserve deducted
          in such period in computing Consolidated Net Income, including any
          one-time costs incurred in connection with (A) acquisitions after the
          Issue Date or (B) the closing or consolidation of production or other
          operating facilities, plus

               (f) any write offs, write downs or other noncash charges reducing
          Consolidated Net Income for such period, excluding any such charge
          that represents an accrual or reserve for a cash expenditure for a
          future period, plus

               (g) the amount of any minority interest expense deducted in
          calculating Consolidated Net Income for such period, plus

               (h) the amount of management, monitoring, consulting and advisory
          fees and related expenses paid (or any accruals related to such fees
          or related expenses) (including by means of a dividend) during such
          period to the Parents to the extent permitted under Section 4.11
          hereof, plus

               (i) any costs or expenses incurred by the Company or a Restricted
          Subsidiary pursuant to any management equity plan, stock option plan,
          phantom equity plan or any other management or employee benefit plan
          or agreement or any stock subscription or stockholders agreement, to
          the extent that such costs or expenses are funded with cash proceeds
          contributed to the capital of the Company or net cash proceeds of
          issuance of Equity Interests of the Company (other than Disqualified
          Stock that is Preferred Stock);

          (2) decreased by (without duplication) noncash gains increasing
     Consolidated Net Income of such Person for such period, excluding any gains
     that represent the reversal of any accrual of, or cash reserve for,
     anticipated cash charges in any prior period (other than such cash charges
     that have been added back to Consolidated Net Income in calculating EBITDA
     in accordance with this definition);


                                       13



          (3) increased or decreased, as applicable, by (without duplication)
     (a) any net gain or loss resulting in such period from Hedging Obligations
     and the application of Statement of Financial Accounting Standards No. 133,
     (b) any net gain or loss resulting in such period from currency translation
     gains or losses related to currency remeasurements of Indebtedness and (c)
     the amount of gain or loss resulting in such period from a sale of
     receivables, payment intangibles and related assets to a Receivables
     Subsidiary in connection with a Receivables Facility; and

          (4) increased by the amount of cost savings, operational improvements
     and synergies projected by the Company in good faith as a result of actions
     taken or planned to be taken (calculated as though such actions had been
     completed and such cost savings, operational improvements and synergies had
     been realized on the first day of the period for which EBITDA is being
     calculated) in connection with the Transactions or any Investment,
     acquisition, disposition, business restructuring or operational change
     (each, an "Event") by the Company or a Restricted Subsidiary, net of the
     amount of actual cost savings realized from such actions during such
     period; provided that (w) such cost savings are set forth in a certificate
     of a Financial Officer, (x) such actions are taken within 24 months after
     the Issue Date or such other Event; (y) such amounts that will increase
     EBITDA pursuant to this clause (4) do not exceed $112.6 million in any
     given period; and (z) for the avoidance of doubt, such cost savings,
     operational improvements and synergies may (without duplication) be
     incremental to pro forma adjustments made pursuant to the relevant
     definitions and provisions in which the term "EBITDA" is used.

"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).

 "Equity Offering" means any public or private offer and sale of Capital Stock
(other than Disqualified Stock) other than:

          (1) public offerings with respect to the Company's or any direct or
     indirect parent company's common stock registered on Form S-4 or Form S-8;

          (2) any such public or private sale that constitutes an Excluded
     Contribution; and

          (3) an issuance to any Subsidiary of the Company.

"euro" means the single currency of participating member states of the economic
and monetary union contemplated by the Treaty of the European Union.

"Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear
system.

"Excess Designated Proceeds" means, with respect to any Designated Asset Sale,

               (i) 100% of the Net Proceeds from such Designated Asset Sale if
          after giving pro forma effect thereto, but before applying any portion
          of the Net Proceeds thereof to prepay, purchase or retire any
          Indebtedness the Consolidated Leverage Ratio of the Company and its
          Restricted Subsidiaries is no greater than 4.00 to 1.00 and is no
          greater than the Consolidated Leverage Ratio of the Company and its
          Restricted Subsidiaries in effect immediately prior to such Designated
          Asset Sale, or

               (ii) that portion of the Net Proceeds of such Designated Asset
          Sale that remains after giving effect to the prepayment, purchase or
          other retirement of Indebtedness of the type permitted to be prepaid,
          purchased or otherwise retired under Section 4.10 hereof in an amount
          sufficient such that the Consolidated Leverage Ratio of the Company
          and its Restricted Subsidiaries after giving effect to the Designated
          Asset


                                       14



          Sale and such prepayment, purchase or other retirement is no greater
          than 4.00 to 1.00 and is no greater than the Consolidated Leverage
          Ratio of the Company and its Restricted Subsidiaries in effect
          immediately prior to such Designated Asset Sale and application of Net
          Proceeds and

               (iii) in either case of (i) or (ii), any non-cash proceeds of any
          Designated Asset Sale.

     For the avoidance of doubt, for purposes of Section 4.07(b)(8), any
Designated Assets used to make a Restricted Payment in kind shall be deemed to
be Excess Designated Proceeds if the Consolidated Leverage Ratio of the Company
and its Restricted Subsidiaries, after giving pro forma effect to such
Restricted Payment and the prepayment, purchase or other retirement (if any) of
any Indebtedness in connection with the making of such Restricted Payment, is no
greater than either (x) the Consolidated Leverage Ratio of the Company and its
Restricted Subsidiaries immediately prior to such transactions or (y) 4.00 to
1.00.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

"Exchange Fixed Rate Notes" means the registered Fixed Rate Notes that will be
exchanged for the Fixed Rate Notes, pursuant to the terms of the Registration
Rights Agreement, having substantially the same terms as the Fixed Rate Notes
and evidencing the same Indebtedness as the Fixed Rate Notes.

"Exchange Floating Rate Notes" means the registered Floating Rate Notes that
will be exchanged for the Notes, pursuant to the terms of the Registration
Rights Agreement, having substantially the same terms as the Floating Rate Notes
and evidencing the same Indebtedness as the Floating Rate Notes.

"Exchange Notes" means the Exchange Fixed Rate Notes and the Exchange Floating
Rates Notes.

"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.

"Excluded Contribution" means net cash proceeds, marketable securities or
Qualified Proceeds received by the Company from (a) contributions to its common
equity capital, and (b) the sale (other than to a Subsidiary of the Company or
to any management equity plan or stock option plan or any other management or
employee benefit plan or agreement of the Company) of Capital Stock (other than
Disqualified Stock and Designated Preferred Stock) of the Company, in each case
designated as Excluded Contributions pursuant to an Officers' Certificate on the
date such capital contributions are made or the date such Equity Interests are
sold, as the case may be.

"Existing Clarke Credit Agreement" means the Credit Agreement dated as of
December 15, 2005 among CA Acquisition Holdings, Inc., Clarke American Corp.,
the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent,
Amegy Bank N.A. and Natexis Banques Populaires, as documentation agents, and
Bear Stearns Corporate Lending Inc., as administrative agent.

"Existing Clarke Notes" means the Company's 11.75% Senior Notes due 2013, issued
pursuant to the indenture dated as of December 15, 2005 (as amended on October
6, 2006 and April 19, 2007) among the Company, certain of its subsidiaries and
The Bank of New York as Trustee.


                                       15



"Existing Credit Agreements" means (a) the Existing Clarke Credit Agreement and
(b) the Credit Agreement dated as of July 3, 2006 among John H. Harland Company,
Wachovia Bank, National Association, as administrative agent, and the lenders
and other agents party thereto.

"Existing Indebtedness" means Indebtedness of the Company and its Subsidiaries
(other than Indebtedness under the Credit Agreement) in existence on the Issue
Date plus interest accruing thereon, 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 chief executive officer, chief
financial officer, chief accounting officer, controller or Board of Directors of
the Company or the Restricted Subsidiary, as applicable (unless otherwise
provided in this Indenture).

"Financial Officer" means the chief financial officer, treasurer or controller
of the Company.

"Fixed Charge Coverage Ratio" means, with respect to any Person for any period,
the ratio of EBITDA of such Person for such period to the Fixed Charges of such
Person for such period. In the event that the Company or any Restricted
Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any
Indebtedness (including pursuant to the Transactions but other than Indebtedness
incurred under any revolving credit facility that has been permanently repaid
and has not been replaced) or issues or redeems Disqualified Stock or Preferred
Stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to or simultaneously with the event
for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, guarantee, redemption,
retirement or extinguishing of Indebtedness, or such issuance or redemption of
Disqualified Stock or Preferred Stock, as if the same had occurred at the
beginning of the applicable four-quarter period (the "reference period").

     For purposes of making the computation referred to above, Investments,
acquisitions, dispositions, mergers, consolidations and disposed operations (as
determined in accordance with GAAP) that have been made by the Company or any
Restricted Subsidiary during the four-quarter reference period or subsequent to
such reference period and on or prior to or simultaneously with the Calculation
Date (including the Merger) shall be calculated on a pro forma basis assuming
that all such Investments, acquisitions, dispositions, mergers, consolidations
and disposed operations (and the change in any associated fixed charges and the
change in EBITDA resulting therefrom) had occurred on the first day of the
reference period; provided that no such pro forma adjustment to EBITDA shall be
required in respect of any such transaction to the extent the aggregate
consideration in connection therewith was less than $10.0 million for the
reference period. If since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made any Investment, acquisition, disposition, merger, consolidation or
disposed operation that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro
forma effect thereto for such period as if such Investment, acquisition,
disposition, merger, consolidation or disposed operation had occurred at the
beginning of the reference period (subject to the threshold specified in the
previous sentence).

     For purposes of this definition, whenever pro forma effect is to be given
to a transaction, the pro forma calculations shall be made in good faith by a
Financial Officer of the Company. If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest on such Indebtedness
shall be calculated as if the rate in effect on the Calculation Date had been
the applicable rate for the entire period (taking into account any Hedging
Obligations applicable to such Indebtedness). Interest on a Capitalized Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined
by a Financial Officer of the Company to be the rate of interest implicit in
such Capitalized


                                       16



Lease Obligation in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a
factor of a prime or similar rate, a eurocurrency interbank offered rate, or
other rate, shall be deemed to have been based upon the rate actually chosen,
or, if none, then based upon such optional rate chosen as the Company may
designate.

"Fixed Charges" means, with respect to any specified Person for any period, the
sum, without duplication, of:

          (1) Consolidated Interest Expense of such Person for such period, and

          (2) all cash dividend payments (excluding items eliminated in
     consolidation) on any series of Disqualified Stock made during such period.

"Foreign Subsidiary" means, with respect to any Person, any Restricted
Subsidiary of such Person that is not organized or existing under the laws of
the United States of America, any state thereof, the District of Columbia, or
any territory thereof.

"Foreign Subsidiary Total Assets" means the total amount of all assets of
Foreign Subsidiaries of the Company and the Restricted Subsidiaries, determined
on a consolidated basis in accordance with GAAP as shown on the most recent
internal balance sheet of the Company.

"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, the Public Company Accounting Oversight
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 on the
Issue Date.

"Global Note Legend" means the legend set forth in Section 2.06(g)(2) hereof,
which is required to be placed on all 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 or Exhibit A2 hereto and that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto.

"Government Securities" means securities that are (a) direct obligations of the
United States of America for the timely payment of which its full faith and
credit is pledged, or (b) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America the
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuers thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such Government Securities
or a specific payment of principal of or interest on any such Government
Securities held by such custodian for the account of the holder of such
depository receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Securities or the specific payment of principal of or interest on
the Government Securities evidenced by such depository receipt.

"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 letters of credit and


                                       17



reimbursement agreements in respect thereof), of all or any part of any
Indebtedness or other obligations, and, when used as a verb, shall have a
corresponding meaning.

"Guarantee" means the guarantee by each Guarantor of the Company's and the
Co-Issuers' obligations under this Indenture and the Notes.

"Guarantors" means:

          (1) each Domestic Subsidiary of the Company that guarantees the Credit
     Agreement; and

          (2) any other Subsidiary of the Company that executes a Guarantee in
     accordance with the provisions of this Indenture,

and their respective successors and assigns, in each case, until the Guarantee
of such Person has been released in accordance with the provisions of this
Indenture.

"Harland" means John H. Harland Company, a Georgia corporation.

"Harland Subsidiaries" means the Subsidiaries of Harland.

"Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under currency exchange, interest rate or commodity
swap agreements, currency exchange, interest rate or commodity cap agreements
and currency exchange, interest rate or commodity collar agreements and other
agreements or arrangements, in each case designed to manage fluctuations in
currency exchange, interest rates or commodity prices.

"Holder" means a Person in whose name a Note is registered on the Registrar's
books.

"Holdings" means CA Acquisition Holdings, Inc., a Delaware corporation.

"IAI Global Note" means a Global Note substantially in the form of Exhibit A1 or
Exhibit A2 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, at any date of determination, any Restricted
Subsidiary designated as such in writing by the Company that:

               (i) contributed 2.5% or less of EBITDA of the Company and the
          Restricted Subsidiaries for the period of four fiscal quarters most
          recently ended more than forty-five (45) days prior to the date of
          determination, and

               (ii) had consolidated assets representing 2.5% or less of Total
          Assets on the last day of the most recent fiscal quarter ended more
          than forty-five (45) days prior to the date of determination.

"Indebtedness" means, without duplication, with respect to any specified Person:

          (1) any indebtedness (including principal and premium) of such Person,
     whether or not contingent


                                       18



               (a) in respect of borrowed money,

               (b) evidenced by bonds, notes, debentures or similar instruments
          or letters of credit or bankers' acceptances (or, without double
          counting, reimbursement agreements in respect thereof),

               (c) representing the balance deferred and unpaid of the purchase
          price of any property (including Capitalized Lease Obligations),
          except any such balance that constitutes a trade payable or similar
          obligation to a trade creditor, in each case accrued in the ordinary
          course of business, or

               (d) representing any Hedging Obligations,

          if and to the extent that any of the foregoing Indebtedness (other
     than letters of credit and Hedging Obligations) would appear as a liability
     upon a balance sheet (excluding the footnotes thereto) of such Person
     prepared in accordance with GAAP,

          (2) to the extent not otherwise included, any obligation by such
     Person to be liable for, or to pay, as obligor, guarantor or otherwise, on
     the obligations of the type referred to in clause (1) of another Person
     (whether or not such items would appear upon the balance sheet of such
     obligor or guarantor), other than by endorsement of negotiable instruments
     for collection in the ordinary course of business,

          (3) to the extent not otherwise included, the obligations of the type
     referred to in clause (1) of another Person secured by a Lien on any asset
     owned by such Person, whether or not such obligations are assumed by such
     Person and whether or not such obligations would appear upon the balance
     sheet of such Person; provided that the amount of such Indebtedness will be
     the lesser of the fair market value of such asset at the date of
     determination and the amount of Indebtedness so secured, and

          (4) Attributable Debt in respect of Sale and Lease-Back Transactions;

     provided, however, that notwithstanding the foregoing, Indebtedness will be
deemed not to include (A) Contingent Obligations that are incurred in the
ordinary course of business, (B) obligations under, or in respect of,
Receivables Facilities and (C) redeemable Preferred Stock of such Person.

"Indenture" means this Indenture, as amended or supplemented from time to time.

"Independent Financial Advisor" means an accounting, appraisal, investment
banking firm or consultant to Persons engaged in similar businesses of
nationally recognized standing that is, in the good faith judgment of the
Company, qualified to perform the task for which it has been engaged and that is
independent of the Company and its Affiliates.

"Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

"Initial Fixed Rate Notes" means the $310,000,000.00 in aggregate principal
amount of 9.50% Senior Fixed Rate Notes due 2015 issued under this Indenture on
the date hereof.

"Initial Floating Rate Notes" means the $305,000,000.00 in aggregate principal
amount of Senior Floating Rate Notes due 2015 issued under this Indenture on the
date hereof.


                                       19



"Initial Notes" means the Initial Fixed Rate Notes and Initial Floating Rate
Notes.

"Initial Purchasers" means Credit Suisse Securities (USA) LLC, Bear, Stearns &
Co. Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities 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, that is not also a QIB.

"Investment Grade Securities" means:

          (1) securities issued or directly and fully guaranteed or insured by
     the government of the United States of America or any agency or
     instrumentality thereof (other than Cash Equivalents);

          (2) debt securities or debt instruments with a rating of BBB- or
     higher by S&P or Baa3 or higher by Moody's or the equivalent of such rating
     by such rating organization, or, if no rating of S&P or Moody's then
     exists, the equivalent of such rating by any other nationally recognized
     securities rating agency, but excluding any debt securities or instruments
     constituting loans or advances among the Company and its Subsidiaries;

          (3) investments in any fund that invests exclusively in investments of
     the type described in clauses (1) and (2), which fund may also hold
     immaterial amounts of cash pending investment or distribution; and

          (4) corresponding instruments in countries other than the United
     States of America customarily utilized for high quality investments.

"Investments" means, with respect to any Person, all investments by such Person
in other Persons (including Affiliates) in the form of loans (including
guarantees), advances or capital contributions (including by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others, but excluding accounts receivable,
trade credit, advances to customers, commission, travel and similar advances to
officers and employees, in each case made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities issued by any other Person and investments that
are required by GAAP to be classified on the balance sheet (excluding the
footnotes) of such Person in the same manner as the other investments included
in this definition to the extent such transactions involve the transfer of cash
or other property. For purposes of the definition of "Unrestricted Subsidiary"
and Section 4.07 hereof:

          (1) "Investments" shall include the portion (proportionate to the
     Company's equity interest in such Subsidiary) of the fair market value of
     the net assets of a Subsidiary of the Company at the time that such
     Subsidiary is designated an Unrestricted Subsidiary; provided that upon a
     redesignation of such Subsidiary as a Restricted Subsidiary, the Company
     shall be deemed to continue to have a permanent "Investment" in an
     Unrestricted Subsidiary in an amount (if positive) equal to (x) the
     Company's "Investment" in such Subsidiary at the time of such
     redesignation, less (y) the portion (proportionate to the Company's equity
     interest in such Subsidiary) of the fair market value of the net assets of
     such Subsidiary at the time of such redesignation; and

          (2) any property transferred to or from an Unrestricted Subsidiary
     shall be valued at its fair market value at the time of such transfer, in
     each case as determined in good faith by the Company.


                                       20



"Issue Date" means May 1, 2007, the date of this Indenture.

"Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the State of New York. If a payment
date is a Legal Holiday at such place, payment may be made at such place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
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; provided that in
no event shall an operating lease be deemed to constitute a Lien.

"Merger" means the merger of H Acquisition Corp. with and into Harland pursuant
to the Merger Agreement.

"Merger Agreement" the Agreement and Plan of Merger, dated as of December 19,
2006, among MFW, H Acquisition Corp. and Harland, as such agreement may be
amended on or prior to the Issue Date.

"MFW" means M&F Worldwide Corp., a Delaware corporation.

"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.

"Net Proceeds" means the aggregate cash proceeds received by the Company or any
Restricted Subsidiary in respect of any Asset Sale or Designated Asset Sale,
including any cash received upon the sale or other disposition of any Designated
Noncash Consideration received in any Asset Sale or Designated Asset Sale, net
of the direct costs relating to such Asset Sale or Designated Asset Sale and the
sale or disposition of such Designated Noncash Consideration, including:

          (1) legal, accounting and investment banking fees, and brokerage and
     sales commissions,

          (2) any relocation, restructuring or severance expenses incurred as a
     result thereof,

          (3) taxes paid or estimated in good faith to be payable as a result
     thereof (after taking into account any available tax credits or deductions
     and any tax sharing arrangements),

          (4) amounts required to be applied to the repayment of principal,
     premium, prepayment fees, penalties, if any, and interest on Indebtedness
     required (other than as required by Section 4.10 hereof) to be paid as a
     result of such transaction, and

          (5) any deduction of appropriate amounts to be provided by the Company
     or any Restricted Subsidiary as a reserve in accordance with GAAP in
     respect of (A) the sale price of the assets that are the subject of such
     sale or other disposition (including in respect of working capital
     adjustments or any evaluation of such assets) or (B) any liabilities
     associated with the asset disposed of in such transaction and retained by
     the Company or any Restricted Subsidiary after


                                       21



     such sale or other disposition thereof, including pension and other
     post-employment benefit liabilities and liabilities related to
     environmental matters or against any indemnification obligations associated
     with such transaction.

"Non-U.S. Person" means a Person who is not a U.S. Person.

"Notes" has the meaning assigned to it in the preamble to this Indenture. Except
as expressly provided herein, the Initial Notes, the Exchange 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, the Exchange Notes and any Additional
Notes.

"Obligations" means any principal (including reimbursement obligations with
respect to letters of credit whether or not drawn), interest (including, to the
extent legally permitted, all interest accrued thereon after the commencement of
any insolvency or liquidation proceeding at the rate, including any applicable
post-default rate, specified in the applicable agreement), premium (if any),
guarantees of payment, fees, indemnifications, reimbursements, expenses, damages
and other liabilities payable under the documentation governing any
Indebtedness; provided that Obligations with respect to the Notes shall not
include fees or indemnification in favor of the Trustee and any other third
parties other than the Holders.

"Offering Circular" means the offering circular of the Company, dated April 26,
2007.

"Officer" means the Chairman of the Board, the Chief Executive Officer, the
Chief Financial Officer, the President, any Executive Vice President, Senior
Vice President or Vice President, the Treasurer, the controller, the Secretary
or the Assistant Secretary of the Company.

"Officers' Certificate" means a certificate signed on behalf of the Company by
two Officers of the Company, one of whom must be the chief executive officer or
a Financial Officer of the Company.

"Opinion of Counsel" means an opinion from legal counsel that meets the
requirements of Section 12.05 hereof. Such opinion may be subject to customary
assumptions, exceptions and qualifications. The counsel may be an employee of or
counsel to the Company or any Subsidiary of the Company.

"Parents" means:

          (1) MacAndrews & Forbes Holdings Inc.,

          (2) MFW,

          (3) each of their direct and indirect subsidiaries and Affiliates,

          (4) Ronald O. Perelman,

          (5) any of the directors or executive officers of MacAndrews & Forbes
     Holdings Inc., or

          (6) any of their respective Permitted Transferees.

"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 Asset Swap" means the concurrent purchase and sale or exchange of
Related Business Assets or a combination of Related Business Assets and cash or
Cash Equivalents between the Company or any


                                       22



of its Restricted Subsidiaries and another Person that is not the Company or
any of its Restricted Subsidiaries; provided that any cash or Cash Equivalents
received must be applied in accordance with Section 4.10 hereof.

"Permitted Holders" means each of the Parents and any group (within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor
provision) of which any of the Parents is a member; provided that, in the case
of such group and without giving effect to the existence of such group or any
other group, the Parents have beneficial ownership of more than 50% of the total
voting power of the Voting Stock of the Company or any of its direct or indirect
parent companies. Any Person or group whose acquisition of beneficial ownership
or assets constitutes a Change of Control in respect of which a Change of
Control Offer is made in accordance with Section 4.15 hereof will thereafter,
together with its Affiliates, constitute an additional Permitted Holder.

"Permitted Investments" means:

          (1) any Investment in the Company or any Restricted Subsidiary;

          (2) any Investment in cash and Cash Equivalents or Investment Grade
     Securities;

          (3) (x) any Investment by Holdings, the Company or any Restricted
     Subsidiary of the Company in a Person that is engaged in a Similar Business
     if as a result of such Investment (a) such Person becomes a Restricted
     Subsidiary of the Company or (b) such Person, in one transaction or a
     series of related transactions, 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, and
     (y) any Investment held by such Person;

          (4) any Investment in securities or other assets not constituting
     cash, Cash Equivalents or Investment Grade Securities and received in
     connection with an Asset Sale made pursuant to Section 4.10 hereof or any
     other disposition of assets not constituting an Asset Sale;

          (5) loans and advances to, and guarantees of Indebtedness of,
     employees not in excess of $10.0 million outstanding at any one time, in
     the aggregate;

          (6) any Investment acquired by the Company or any Restricted
     Subsidiary (x) in exchange for any other Investment or accounts receivable
     held by the Company or any such Subsidiary in connection with or as a
     result of a bankruptcy, workout, reorganization or recapitalization of the
     Person in which such other Investment is made or which is the obligor with
     respect to such accounts receivable, (y) as a result of a foreclosure by
     the Company or any Restricted Subsidiary with respect to any secured
     Investment or other transfer of title with respect to any secured
     Investment in default or (z) as a result of litigation, arbitration or
     other disputes with Persons who are not Affiliates;

          (7) Hedging Obligations permitted under Section 4.09 hereof;

          (8) loans and advances to officers, directors and employees for
     business-related travel expenses, moving expenses and other similar
     expenses, in each case incurred in the ordinary course of business or
     consistent with past practice or to fund such Person's purchase of Equity
     Interests of the Company or any direct or indirect parent company thereof
     under compensation plans approved by the Board of Directors of the Company
     in good faith;


                                       23



          (9) Investments the payment for which consists of Equity Interests of
     the Company or any of its direct or indirect parent companies (exclusive of
     Disqualified Stock of the Company);

          (10) guarantees of Indebtedness permitted under Section 4.09 hereof
     and performance guarantees in the ordinary course of business;

          (11) any transaction to the extent it constitutes an investment that
     is permitted and made in accordance with Section 4.11 hereof (other than
     any transaction set forth in Section 4.11(b)(2), (b)(6) and (b)(7) hereof);

          (12) Investments consisting of purchases and acquisitions of
     inventory, supplies, material or equipment or the licensing or contribution
     of intellectual property pursuant to joint marketing, joint development or
     similar arrangements with other Persons;

          (13) Investments in a Similar Business having an aggregate fair market
     value, taken together with all other Investments made pursuant to this
     clause (13) that are at that time outstanding (without giving effect to the
     sale of an Unrestricted Subsidiary to the extent the proceeds of such sale
     do not consist of cash or marketable securities), not to exceed the greater
     of (x) $125.0 million and (y) 2.5% of Total Assets at the time of such
     Investment (with the fair market value of each Investment being measured by
     the Company in good faith at the time made and without giving effect to
     subsequent changes in value);

          (14) Investments relating to a Receivables Facility; provided that in
     the case of Receivables Facilities established after the Issue Date, such
     Investments are necessary or advisable (in the good faith determination of
     the Company) to effect such Receivables Facility;

          (15) additional Investments having an aggregate fair market value,
     taken together with all other Investments made pursuant to this clause (15)
     that are at that time outstanding (without giving effect to the sale of an
     Unrestricted Subsidiary to the extent the proceeds of such sale do not
     consist of cash or marketable securities), not to exceed $175.0 million
     (with the fair market value of each Investment being measured by the
     Company in good faith at the time made and without giving effect to
     subsequent changes in value);

          (16) Investments in respect of pre-paid incentives to customers (which
     pre-paid incentive payments may also be recorded as "upfront contract
     acquisition costs");

          (17) any Investments in receivables owing to the Company or a
     Restricted Subsidiary, if created or acquired in the ordinary course of
     business and payable or dischargeable in accordance with customary trade
     terms; provided, however, that such trade terms may include such
     concessionary trade terms as the Company or such Restricted Subsidiary
     deems reasonable under the circumstances;

          (18) advances, loans and extensions of credit to suppliers, customers
     and vendors in the ordinary course of business;

          (19) Investments in prepaid expenses, negotiable instruments held for
     collection and lease and utility and worker's compensation deposits
     provided to third parties in the ordinary course of business;

          (20) Investments in existence on the Issue Date or made pursuant to
     legally binding commitments in effect on the Issue Date (after giving
     effect to the Transactions); and


                                       24



          (21) Investments consisting of earn-out obligations incurred in
     connection with the Company's acquisition of Alcott Routon, Inc., not to
     exceed $3.0 million in the aggregate.

"Permitted Liens" means:

          (1) Liens on assets of the Company or any of its Restricted
     Subsidiaries securing all obligations in respect of Indebtedness under
     Credit Facilities that were permitted to be incurred under Section
     4.09(b)(a);

          (2) pledges or deposits by such Person under workmen's compensation
     laws, unemployment insurance laws or similar legislation, or good faith
     deposits to secure bids, tenders, contracts (other than for the payment of
     Indebtedness) or leases to which such Person is a party, or deposits to
     secure public or statutory obligations of such Person or deposits of cash
     or U.S. government bonds to secure surety or appeal bonds 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;

          (3) Liens imposed by law, such as carriers', warehousemen's and
     mechanics' Liens and other similar Liens, in each case, for sums not yet
     overdue for a period of more than 30 days or being contested in good faith
     by appropriate proceedings or other Liens arising out of judgments or
     awards against such Person with respect to which such Person shall then be
     proceeding with an appeal or other proceedings for review, if adequate
     reserves with respect thereto are maintained on the books of such Person in
     accordance with GAAP;

          (4) Liens for taxes, assessments or other governmental charges or
     claims not yet overdue for a period of more than 30 days or payable or
     subject to penalties for nonpayment or which are being contested in good
     faith by appropriate proceedings diligently conducted, if adequate reserves
     with respect thereto are maintained on the books of such Person in
     accordance with GAAP;

          (5) Liens in favor of issuers of performance and surety bonds or bid
     bonds or with respect to other regulatory requirements or letters of credit
     issued pursuant to the request of and for the account of such Person in the
     ordinary course of its business;

          (6) (x) survey exceptions, encumbrances, 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 other
     restrictions as to the use of real properties or Liens incidental to the
     conduct of the business of such Person or to the ownership of its
     properties, in each case, which were not incurred in connection with
     Indebtedness and which 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 and (y) any zoning or similar law
     or right reserved to or vested in any Governmental Authority to control or
     regulate the use of any real property;

          (7) Liens existing on the Issue Date;

          (8) Liens on property or shares of Capital Stock of a Person at the
     time such Person becomes a Subsidiary; provided that such Liens are not
     created or incurred in connection with, or in contemplation of, such other
     Person becoming such a Subsidiary; provided, further, that such Liens may
     not extend to any other property owned by the Company or any Restricted
     Subsidiary;

          (9) Liens on property at the time the Company or a Restricted
     Subsidiary acquired the property, including any acquisition by means of a
     merger or consolidation with or into the Company or any Restricted
     Subsidiary; provided that such Liens are not created or incurred in
     connection with, or in contemplation of, such acquisition; provided,
     further, that the Liens may not extend to any other property owned by the
     Company or any Restricted Subsidiary;


                                       25



          (10) Liens securing Indebtedness or other obligations of a Restricted
     Subsidiary owing to the Company or another Restricted Subsidiary permitted
     to be incurred under Section 4.09 hereof;

          (11) Liens on specific items of inventory or other goods and proceeds
     of any Person securing such Person's obligations in respect of bankers'
     acceptances or letters of credit issued or created for the account of such
     Person to facilitate the purchase, shipment or storage of such inventory or
     other goods;

          (12) Leases, licenses, subleases and sublicenses granted to others in
     the ordinary course of business of the Company or any of the Restricted
     Subsidiaries and do not secure any Indebtedness;

          (13) Liens arising from financing statement filings under the Uniform
     Commercial Code or similar state laws regarding operating leases entered
     into by the Company and its Restricted Subsidiaries in the ordinary course
     of business;

          (14) Liens in favor of the Company or any Guarantor;

          (15) Liens on inventory or equipment of the Company or any Restricted
     Subsidiary granted in the ordinary course of business to the Company's
     client at which such inventory or equipment is located;

          (16) Liens on accounts receivable, payment intangibles and related
     assets incurred in connection with a Receivables Facility, and limited
     recourse Liens on the Capital Stock of any Receivables Subsidiary;

          (17) Liens to secure any refinancing, refunding, extension, renewal or
     replacement (or successive refinancing, refunding, extensions, renewals or
     replacements) as a whole, or in part, of any Indebtedness secured by any
     Lien referred to in the foregoing clauses (1), (7), (8), (9) and (10) and
     the following clauses (18), (28) and (30) of this definition, as the case
     may be; provided that

               (x) such new Lien shall be limited to all or part of the same
          property that secured (or was required to secure) the original Lien
          (plus improvements on such property), and

               (y) the Indebtedness secured by such Lien at such time is not
          increased to any amount greater than the sum of (A) the outstanding
          principal amount or, if greater, committed amount of the Indebtedness
          described under clauses (1), (7), (8), (9) and the following clauses
          (18), (28) and (30) of this definition, respectively, at the time the
          original Lien became a Permitted Lien under this Indenture, and (B) an
          amount necessary to pay any fees and expenses, including premiums,
          related to such refinancing, refunding, extension, renewal or
          replacement;

          (18) Liens securing Indebtedness permitted to be incurred pursuant to
     Section 4.09(b)(c), Section 4.09(b)(e), Section 4.09(b)(o)(1), Section
     4.09(b)(r), Section 4.09(b)(s) and Section 4.09(b)(v) hereof (whether or
     not, in the case of Indebtedness incurred under each of Section 4.09(b)(r)
     and Section 4.09(b)(s), such Indebtedness is subsequently deemed to have
     been incurred pursuant to Section 4.09(a) as provided in Section 4.09(b)(r)
     or Section 4.09(b)(s), as applicable); provided that

               (A) Liens securing Indebtedness permitted to be incurred pursuant
          to Section 4.09(b)(e) do not at any time encumber any property or
          assets other than the property or assets the cost of which is either
          financed or reimbursed by such Indebtedness and the proceeds and the
          products thereof,


                                       26



               (B) Liens securing Indebtedness permitted to be incurred pursuant
          to Section 4.09(b)(o)(1) or Section 4.09(b)(r) are solely on acquired
          property or the assets or Capital Stock of the acquired entity, as the
          case may be, and the proceeds and the products thereof and

               (C) Liens securing Indebtedness permitted to be incurred pursuant
          to Section 4.09(b)(s) extend only to the assets of Foreign
          Subsidiaries;

          (19) deposits in the ordinary course of business to secure liability
     to insurance carriers;

          (20) Liens securing judgments for the payment of money not
     constituting an Event of Default under Section 6.01(5) hereof so long as
     such Liens are adequately bonded and any appropriate legal proceedings that
     may have been duly initiated for the review of such judgment have not been
     finally terminated or the period within which such proceedings may be
     initiated shall not have expired;

          (21) Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods in the ordinary course of business;

          (22) Liens (i) of a collection bank arising under Section 4-210 of the
     Uniform Commercial Code on items in the course of collection, (ii)
     attaching to commodity trading accounts or other commodity brokerage
     accounts incurred in the ordinary course of business and (iii) in favor of
     banking institutions arising as a matter of law encumbering deposits
     (including the right of set-off) and which are within the general
     parameters customary in the banking industry;

          (23) Liens that are contractual rights of set-off (i) relating to the
     establishment of depository relations with banks not given in connection
     with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep
     accounts of the Company or any of its Restricted Subsidiaries to permit
     satisfaction of overdraft or similar obligations incurred in the ordinary
     course of business of the Company and its Restricted Subsidiaries or (iii)
     relating to purchase orders and other agreements entered into with
     customers of the Company or any of its Restricted Subsidiaries in the
     ordinary course of business;

          (24) Liens encumbering reasonable customary initial deposits and
     margin deposits and similar Liens attaching to commodity trading accounts
     or other brokerage accounts incurred in the ordinary course of business and
     not for speculative purposes;

          (25) Liens deemed to exist in connection with Investments in
     repurchase agreements permitted under Section 4.09 hereof; provided that
     such Liens do not extend to any assets other than those assets that are the
     subject of such repurchase agreement;

          (26) other Liens securing obligations the principal amount of which do
     not exceed $125.0 million at any one time outstanding;

          (27) Liens securing (x) secured Cash Management Obligations, (y)
     Hedging Obligations secured by assets securing Credit Facilities and (z)
     any Hedging Obligations, so long as the related Indebtedness is, and is
     permitted to be under this Indenture, secured by a Lien on the same
     property securing such Hedging Obligations;

          (28) Liens incurred to secure obligations in respect of any
     Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; if,
     at the time of incurrence of such Indebtedness and after giving pro forma
     effect to the use of proceeds thereof, the Consolidated Secured Debt Ratio
     for the period of the most recently ended four full consecutive fiscal
     quarters for which internal financial statements are available immediately
     preceding the date of such incurrence would not be greater than 4.00 to
     1.00; provided that if, at the time of incurrence of such Indebtedness and
     after


                                       27



     giving pro forma effect to the use of proceeds thereof, the Consolidated
     Secured Debt Ratio for the period of the most recently ended four full
     consecutive fiscal quarters for which internal financial statements are
     available immediately preceding the date of such incurrence would be
     greater than 3.50 to 1.00 but less than 4.00 to 1.00, then (i) the proceeds
     of the obligations in respect of any such Indebtedness which are so secured
     shall be applied to make Investments and acquisitions that are permitted by
     this Indenture and (ii) the Liens securing such Indebtedness shall extend
     solely to such Investments or acquired property or the Capital Stock of the
     acquired entity, and the proceeds and products thereof;

          (29) Liens incurred to secure guarantees permitted under Section
     4.09(b)(m), but only to the extent that the Indebtedness so guaranteed is
     permitted to be secured under the terms of this Indenture and only to the
     extent of the assets permitted to secure such Indebtedness under the terms
     of this Indenture; and

          (30) Liens securing Indebtedness incurred pursuant to Section
     4.09(b)(c).

"Permitted Transferees" means, with respect to any Person that is a natural
person (and any Permitted Transferee of such Person), (x) such Person's
immediate family, including his or her spouse, ex-spouse, children,
step-children and their respective lineal descendants and (y) any trust or other
legal entity the beneficiary of which is such Person's immediate family,
including his or her spouse, ex-spouse, children, step-children or their
respective lineal descendants and which is controlled by such Person.

"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or any agency or political subdivision thereof
or other entity.

"Preferred Stock" means any Equity Interest with preferential rights of payment
of dividends or upon liquidation, dissolution, or winding up.

"Printed Products Business" means the provision of checks and related products,
direct marketing and contact center services to financial and commercial
institutions and individuals.

"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.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Qualified Affiliate Debt" means unsecured, subordinated Indebtedness issued by
the Company to the Parents or any of their Affiliates in an aggregate principal
amount at any time outstanding not to exceed $30.0 million (plus capitalized
interest on such Indebtedness).

"Qualified Proceeds" means assets that are used or useful in, or Capital Stock
of any Person engaged in, a Similar Business; provided that the fair market
value of any such assets or Capital Stock shall be determined by the Company in
good faith.

"Receivables Facility" means one or more receivables financing facilities, as
amended, supplemented, modified, extended, renewed, restated, refunded, replaced
or refinanced from time to time, the Indebtedness of which is non-recourse
(except for representations, warranties, covenants and indemnities made in
connection with such facilities that the Company has determined in good faith to
be customary in financings similar to a Receivables Facility, including, without
limitation, those relating to the servicing of the assets of a Receivables
Subsidiary and those relating to any obligation of the Company or any Restricted
Subsidiary to repurchase the assets it sold thereunder as a result of a breach
of a representation, warranty or covenant or otherwise) to the Company and its
Restricted Subsidiaries pursuant to which the


                                       28



Company or any of its Restricted Subsidiaries sells or transfers its accounts
receivable, payment intangibles and related assets to either (x) a Person that
is not a Restricted Subsidiary or (y) a Receivables Subsidiary that in turn
sells or transfers its accounts receivable, payment intangibles and related
assets to a Person that is not a Restricted Subsidiary; provided that the
aggregate book value (measured at the time of transfer thereof) of all
receivables and payment intangibles at any time subject to the Receivables
Facility that had been transferred to the Receivables Subsidiary by the Company
and any Restricted Subsidiaries shall not exceed an amount equal to $150.0
million.

"Receivables Fees" means distributions or payments made directly or by means of
discounts with respect to any participation interest issued or sold in
connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Receivables Facility.

"Receivables Subsidiary" means any subsidiary formed solely for the purpose of
engaging, and that engages only, in one or more Receivables Facilities and any
Subsidiary of another Receivables Subsidiary.

"Registration Rights Agreement" means the Registration Rights Agreement, dated
as of May 1, 2007, among the Company, the Guarantors 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 respect to any Additional Notes, one or
more registration rights agreements among the Company, the Guarantors 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 or A2 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 A3 or A4 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 Business Assets" means assets (other than cash or Cash Equivalents)
used or useful in a Similar Business; provided that any assets received by the
Company or a Restricted Subsidiary in exchange for assets transferred by the
Company or a Restricted Subsidiary shall not be deemed to be Related Business
Assets if they consist of securities of a Person, unless upon receipt of the
securities of such Person, such Person would become a Restricted Subsidiary.

"Representative" means, with respect to a person, any trustee, agent or
representative (if any) for an issue of Senior Indebtedness of such Person.

"Responsible Officer" of any Person means the chief executive officer, the
president, any vice president, the chief operating officer or any Financial
Officer of such Person and any other officer or similar official thereof
responsible for the administration of the obligations of such Person in respect
of the Notes.


                                       29



"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 such Person that is
not an Unrestricted Subsidiary or a Receivables Subsidiary; provided that upon
the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted
Subsidiary, such Subsidiary shall be included in the definition of "Restricted
Subsidiary." Unless otherwise specified or the context otherwise requires, a
reference to a "Restricted Subsidiary" shall be a reference to a Restricted
Subsidiary of the Company.

"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.

"Sale and Lease-Back Transaction" means any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of any
real or tangible personal property, which property has been or is to be sold or
transferred by the Company or such Restricted Subsidiary to such Person in
contemplation of a transaction that constitutes a capital lease in accordance
with GAAP.

"SEC" means the United States Securities and Exchange Commission.

"Secured Indebtedness" means any Indebtedness secured by a Lien.

"Securities Act" means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated by the SEC thereunder.

"Senior Indebtedness" means with respect to any Person:

          (1) all Indebtedness of such Person, whether outstanding on the Issue
     Date or thereafter incurred; and

          (2) all other Obligations of such Person (including interest accruing
     on or after the filing of any petition in bankruptcy or for reorganization
     relating to such Person whether or not post-filing interest is allowed in
     such proceeding) in respect of Indebtedness described in clause (1) above

     unless, in the case of clauses (1) and (2), the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness or other Obligations are subordinate in right of
payment to the Notes or the Guarantee of such Person, as the case may be;
provided that Senior Indebtedness shall not include:

          (1) any obligation of such Person to the Company or any Subsidiary of
     the Company or to any joint venture in which the Company or any Restricted
     Subsidiary has an interest;


                                       30



          (2) any liability for Federal, state, local or other taxes owed or
     owing by such Person;

          (3) any accounts payable or other liability to trade creditors in the
     ordinary course of business (including guarantees thereof as instruments
     evidencing such liabilities);

          (4) any Indebtedness or other Obligation of such Person that is
     subordinate or junior in right of payment to any other Indebtedness or
     other Obligation of such Person; or

          (5) that portion of any Indebtedness that at the time of incurrence is
     incurred in violation of this Indenture.

     For the purposes of the foregoing, for the avoidance of doubt, no
Indebtedness shall be deemed to be subordinated in right of payment to any other
Indebtedness solely by virtue of being unsecured or secured by a lower priority
Lien or by virtue of the fact that the holders of such Indebtedness have entered
into intercreditor agreements or other arrangements giving one or more of such
holders priority over the other holders in the collateral held by them.

"Shelf Registration Statement" means the Shelf Registration Statement as defined
in the Registration Rights Agreement.

"Significant Subsidiary" means any Restricted Subsidiary that would be a
"significant subsidiary" of the Company 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 Issue Date.

"Similar Business" means any business conducted by the Company and its
Restricted Subsidiaries on the Issue Date (after giving effect to the
Transactions) or any business that is a natural outgrowth of an existing
business or is similar, reasonably related, incidental or ancillary to any of
the foregoing.

"Subordinated Indebtedness" means (a) with respect to the Company, any
Indebtedness of the Company that is by its terms subordinated in right of
payment to the Notes pursuant to a written agreement, and (b) with respect to
any Guarantor, any Indebtedness of such Guarantor that is by its terms
subordinated in right of payment to the Guarantee of such Guarantor pursuant to
a written agreement. For the purposes of the foregoing, for the avoidance of
doubt, no Indebtedness shall be deemed to be subordinated in right of payment to
any other Indebtedness solely by virtue of being unsecured or secured by a lower
priority Lien or by virtue of the fact that the holders of such Indebtedness
have entered into intercreditor agreements or other arrangements giving one or
more of such holders priority over the other holders in the collateral held by
them.

"Subsidiary" means, with respect to any specified Person:

          (1) any corporation, association or other business entity (other than
     a partnership, joint venture, limited liability company or similar 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) 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, joint venture, limited liability company or
     similar entity of which (x) more than 50% of the capital accounts,
     distribution rights, total equity and voting interests or general or
     limited partnership interests, as applicable, are owned or controlled,


                                       31



     directly or indirectly, by such Person or one or more of the other
     Subsidiaries of that Person or a combination thereof whether in the form of
     membership, general, special or limited partnership or otherwise, and (y)
     such Person or any Restricted Subsidiary of such Person is a controlling
     general partner or otherwise controls such entity.

     Unless otherwise specified or the context otherwise requires, a reference
to a "Subsidiary" shall be a reference to a Subsidiary of the Company.

"Tax Sharing Agreement" means the Tax Sharing Agreement dated as of December 15,
2005, among MFW, the Company and PCT International Holdings Inc., and any
amendments, supplements or modifications thereof.

"Tender Offer" means (x) the tender offer by the Company for the outstanding
Existing Clarke Notes and a simultaneous consent solicitation from the holders
of such Existing Clarke Notes for the removal of certain specified restrictive
covenants and events of default under the indenture governing such Existing
Clarke Notes and (y) if and to the extent that such consent solicitation does
not result in such removal, such other arrangements as shall be reasonably
acceptable to the trustee shall have been made for the redemption or covenant
defeasance of any Existing Clarke Notes not tendered and accepted in the tender
offer referred to in clause (x).

"TIA" means the Trust Indenture Act of 1939, as amended, or any successor
statute.

"Total Assets" means the total amount of all assets of the Company and the
Restricted Subsidiaries, determined on a consolidated basis in accordance with
GAAP as shown on the most recent internal balance sheet of the Company.

"Transaction Costs" means fees and expenses payable or otherwise borne by
Holdings, the Company and its subsidiaries in connection with the Transactions
and the transactions contemplated thereby, including, without limitation, the
costs of legal and financial advisors to Holdings, the Company, John H. Harland
Company and the lenders under the Credit Agreement, the payment of any change of
control payments or other severance payments, redemption premiums and prepayment
fees and penalties in connection with the prepayment redemption, repurchase and
solicitation of consents of the existing Indebtedness of each of the Company,
John H. Harland Company and their respective Affiliates and the costs of
structuring and implementing corporate restructuring transactions related to the
Transactions.

"Transactions" means, collectively, (a) the execution, delivery and performance
by the parties thereto of the Merger Agreement and the consummation of the
transactions contemplated thereby, (b) the execution, delivery and performance
by the Company and the other parties thereto of the Credit Agreement on the
Issue Date and the making of the borrowings thereunder on the Issue Date, (c)
the execution, delivery and performance by the Company and the Guarantors of
this Indenture and related documents and the issuance of the Notes, (d) the
refinancing of the Existing Credit Agreements and the Tender Offer, and (e) the
payment of the Transaction Costs. In addition, for purposes of calculating
EBITDA, Total Assets, Foreign Subsidiary Total Assets, Consolidated Total
Indebtedness and any other financial definitions (when such other financial
definitions are to be calculated on a pro forma basis), the Transactions shall
be given pro forma effect as if they had occurred on the first day of the
relevant period in a manner consistent with the pro forma adjustment provisions
set forth in the definition of "Fixed Charge Coverage Ratio."

"Treasury Rate" means, as of any redemption (or deposit) date, the yield to
maturity as of such redemption (or deposit) 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


                                       32



available at least two business days prior to the redemption (or deposit) 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 (or deposit) date to May 15, 2009 with respect to the Floating Rate
Notes and May 15, 2011 with respect to the Fixed Rate Notes; provided, however,
that if the period from the redemption (or deposit) date to May 15, 2009 with
respect to the Floating Rate Notes and May 15, 2011 with respect to the Fixed
Rate Notes, 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, N.A. 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 (1) any Subsidiary of the Company that at the
time of determination is an Unrestricted Subsidiary (as designated by the
Company, as provided below) and (2) any Subsidiary of an Unrestricted
Subsidiary.

     The Company may designate any Subsidiary of the Company (including any
existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Equity Interests or Indebtedness of, or owns or holds any Lien on, any
property of, the Company or any Subsidiary of the Company (other than any
Subsidiary of the Subsidiary to be so designated or any other Unrestricted
Subsidiary); provided that

          (1) any Unrestricted Subsidiary must be an entity of which shares of
     the capital stock or other equity interests (including partnership
     interests) entitled to cast at least a majority of the votes that may be
     cast by all shares or equity interests having ordinary voting power for the
     election of directors or other governing body are owned, directly or
     indirectly, by the Company,

          (2) such designation complies with Section 4.07 hereof and

          (3) each of (1) the Subsidiary to be so designated and (2) its
     Subsidiaries has not at the time of designation, and does not thereafter,
     create, incur, issue, assume, guarantee or otherwise become directly or
     indirectly liable with respect to any Indebtedness pursuant to which the
     lender has recourse to any of the assets of the Company or any Restricted
     Subsidiary.

     The Company may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that, immediately after giving effect to such designation
no Default shall have occurred and be continuing and either

          (1) the Company could incur at least $1.00 of additional Indebtedness
     pursuant to the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof,
     or

          (2) the Fixed Charge Coverage Ratio for the Company and its Restricted
     Subsidiaries would be equal to or greater than such ratio for the Company
     and its Restricted Subsidiaries immediately prior to such designation, in
     each case on a pro forma basis taking into account such designation.


                                       33



     Any such designation by the Company shall be notified by the Company to the
Trustee by promptly filing with the Trustee a copy of any applicable Board
Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.
Notwithstanding the foregoing, as of the Issue Date, all of the subsidiaries of
the Company will be Restricted Subsidiaries.

"U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated under
the Securities Act.

"Voting Stock" means, with respect to any Person that is (a) a corporation, any
class or series of capital stock of such Person that is at the time entitled to
vote in the election of directors thereof at a meeting of stockholders called
for such purpose, without the occurrence of any additional event or contingency,
(b) a limited liability company, membership interests entitled, by contract or
otherwise, to manage, or to elect or appoint the Persons that will manage the
operations or business of the limited liability company, or (c) a partnership,
partnership interests entitled to elect or replace the general partner thereof.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness,
Disqualified Stock or Preferred Stock, as the case may be, at any date, the
quotient obtained by dividing:

          (1) the sum of the products of the number of years from the date of
     determination to the date of each successive scheduled principal payment of
     such Indebtedness or redemption or similar payment with respect to such
     Disqualified Stock or Preferred Stock multiplied by the amount of such
     payment; by

          (2) the sum of all such payments.

"Wholly-Owned Subsidiary" of any Person means a Subsidiary of such Person, 100%
of the outstanding Capital Stock or other ownership interests of which (other
than directors' qualifying shares) shall at the time be owned by such Person or
by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.

                                                                         Defined
                                                                           in
Term                                                                     Section
- ----                                                                     -------
"Affiliate Transaction"...............................................     4.11
"Asset Sale Offer"....................................................     4.10
"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
"Funds in Trust"......................................................     8.04
"incur"...............................................................     4.09
"Legal Defeasance"....................................................     8.02
"Make-Whole Redemption Date"..........................................     3.07
"Offer Amount"........................................................     3.09
"Offer Period"........................................................     3.09
"Paying Agent"........................................................     2.03
"Payment Default" ....................................................     6.01


                                       34



                                                                         Defined
                                                                            in
Term                                                                     Section
- ----                                                                     -------
"Permitted Debt"......................................................     4.09
"Purchase Date".......................................................     3.09
"Registrar"...........................................................     2.03
"Replacement ABL Facility" ...........................................     4.09
"Restricted Payments".................................................     4.07

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 Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the
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; and

          (6) references to sections of or rules under the TIA, the Securities
     Act or the Exchange Act will be deemed to include substitute, replacement
     of successor sections or rules adopted by the SEC from time to time.


                                       35



                                    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 Exhibit A1, A2, A3 or A4 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
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. Subject to Section 2.01(c), Notes issued in global form
will be substantially in the form of Exhibit A1 or Exhibit 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 or Exhibit A2 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 that are issued in global form will be issued initially in the form
of Regulation S Temporary Global Notes, which will be deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee, 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 with respect to a
Regulation S Temporary Global Note 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 such 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
     of the same series bearing a Private Placement Legend, all as contemplated
     by Section 2.06(b) hereof); and

          (2) an Officers' Certificate from the Company.


                                       36



     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 of the same series pursuant
to the Applicable Procedures. Simultaneously with the authentication of a
Regulation S Permanent Global Note, the Trustee will cancel the Regulation S
Temporary Global Note of the same series. The aggregate principal amount of a
Regulation S Temporary Global Note and a 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.

     (d) 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 Notes and the
Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

     One Officer of each of the Company and the Co-Issuers must sign the Notes
by manual or facsimile signature. Upon an entity becoming a Co-Issuer of a Note
in accordance with this Indenture, such Co-Issuer shall be added to the
"Schedule of Co-Issuers" attached to the relevant Note and shall sign a
signature page to such Note agreeing to be obligated jointly and severally with
all of the other Co-Issuers with respect to such Note.

     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 and the
Co-Issuers signed by an Officer of the Company and each Co-Issuer (an
"Authentication Order"), authenticate and deliver for original issue Notes 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 and
the Co-Issuers 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, Paying Agent and Calculation 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"). In addition,
the Company shall appoint a Calculation Agent for purposes of the Floating Rate
Notes (the "Calculation 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


                                       37



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 may change any
Paying Agent or Registrar without notice to any Holder.

     The Company initially appoints the Trustee to act as the Registrar, Paying
Agent, and Calculation Agent and to act as Custodian with respect to the Global
Notes.

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 Additional Interest, 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 Section 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 Section 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;

          (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


                                       38



     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 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:


                                       39



                         (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;

                    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 Permanent 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


                                       40



          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 exchange or 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 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


                                       41



          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;

               (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.


                                       42



          (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;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such exchange or 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


                                       43



     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;

               (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


                                       44



     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;

               (C) such exchange or 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


                                       45



     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).

          (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 (iii) 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 exchange or transfer is effected by a Broker-Dealer
          pursuant to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or


                                       46



               (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 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.


                                       47



     (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:

"THE SECURITY (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 (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO
A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d)
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (a) (1), (2),
(3) OR (7) OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR")) THAT,
PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO CLARKE AMERICAN
CORP. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF CLARKE AMERICAN CORP. SO
REQUESTS), (2) TO CLARKE AMERICAN CORP. OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN (A) ABOVE."

               (B) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraphs (b)(4), (c)(3), (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.


                                       48



          (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 CLARKE AMERICAN CORP.

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."

          (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."

          (4) OID Legend. To the extent required by Section 1275(c)(A) of the
     Internal Revenue Code of 1986, as amended, and Treasury Regulation Section
     1.1275-3(b)(1), each Note issued at a discount to its stated redemption
     price at maturity shall bear a legend in substantially the following form
     (with any necessary amendments thereto to reflect any amendments occurring
     after the Issue Date to the applicable sections):

"FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU
MAY CONTACT THE ISSUER AT 10931 LAUREATE DRIVE, SAN ANTONIO, TX 78249,
ATTENTION: CHIEF FINANCIAL OFFICER, AND THE ISSUER WILL PROVIDE YOU WITH THE
ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD
TO MATURITY OF THIS NOTE."


                                       49



     (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.

          (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


                                       50



     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.

          (9) To the extent that any Notes are issued at a discount to their
     stated redemption price at maturity and bear the legend required by Section
     2.06(g)(4) hereof, each group of Notes bearing a given amount of original
     issue discount shall be treated as a separate series only for purposes of
     the transfer and exchange provisions of this Section 2.06.

          (10) The Floating Rate Notes and the Fixed Rate Notes shall each be
     treated as a separate series of Notes for purposes of the transfer and
     exchange provisions of this Section 2.06.

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 of the same series 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 because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company and
not cancelled shall not be deemed to be outstanding for purposes of Sections
3.07(a) and 3.07(b) 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.


                                       51



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 a Responsible Officer of the
Trustee actually 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 of the same series 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 dispose of such canceled
Notes (subject to the record retention requirement of the Exchange Act).
Certification of the disposal of all canceled Notes will be delivered to the
Company upon its request. 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 any series of 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 such 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 such Note and the date of the proposed payment. The Company will fix or
cause 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 of such Notes a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

Section 2.13 CUSIP Numbers.

     The Company in issuing the Notes may use "CUSIP" numbers (if then generally
in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption


                                       52



shall not be affected by any defect in or omission of such numbers. The Company
shall promptly notify the Trustee in writing of any change in the "CUSIP"
numbers.

                                    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 of the Company (except that such Officers' Certificate may be
furnished more than 60 days prior to a redemption date if it is issued in
connections with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 11 hereof) 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 of a series are to be redeemed at any time,
the Trustee will select such Notes for redemption on a pro rata basis to the
extent practicable unless otherwise required by law or applicable stock exchange
requirements.

     In the event of partial redemption or purchase by lot, the particular Notes
of the series to be redeemed or purchased will be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
or purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

     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 $2,000 or
whole multiples of $1,000 in excess thereof; except that if all of the Notes of
a series of a Holder are to be redeemed or purchased, the entire outstanding
amount of such 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 11 hereof.


                                       53



     The notice will identify the Notes to be redeemed and will state:

          (1) the redemption date;

          (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 of the same series 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 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 (or such shorter period as may be
agreed by the Trustee) 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.

     On or 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 Additional Interest, 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 Additional Interest,
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


                                       54



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 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 of the same
series equal in principal amount to the unredeemed or unpurchased portion of the
Note surrendered.

Section 3.07 Optional Redemption.

     (a)  Floating Rate Notes.

          (1) At any time prior to May 15, 2009, the Company may, on any one or
     more occasions, redeem up to 35% of the sum of the aggregate principal
     amount of all Floating Rate Notes issued under this Indenture (including
     the principal amount of any Additional Floating Rate Notes issued under
     this Indenture and without duplication with respect to Exchange Floating
     Rate Notes issued under this Indenture) at a redemption price equal to 100%
     of the aggregate principal amount of the Floating Rate Notes redeemed, plus
     a premium equal to the interest rate per annum on the Floating Rate Notes
     in effect on the date on which notice of redemption is given, plus accrued
     and unpaid interest, and Additional Interest, if any, thereon to the
     redemption date, with the net cash proceeds of one or more Equity Offerings
     of the Company; provided that

               (a) at least 50% of the aggregate principal amount of Floating
          Rate Notes issued under this Indenture (excluding Floating Rate Notes
          held by the Company and its Subsidiaries, but including any Additional
          Floating Rate Notes and without duplication with respect to Exchange
          Notes issued under this Indenture) remain outstanding immediately
          after the occurrence of each such redemption; and

               (b) each such redemption occurs within 90 days of the closing of
          each such Equity Offering.

          (2) Except pursuant to the preceding paragraph and Section 3.07(d),
     the Floating Rate Notes will not be redeemable at the Company's option
     prior to May 15, 2009.

          (3) On and after May 15, 2009, the Company may, in one or more
     instances, redeem the Floating Rate Notes, in whole or in part, upon not
     less than 30 nor more than 60 days' notice (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), at the redemption prices (expressed as a
     percentage of principal amount of the Floating Rate Notes to be redeemed)
     set forth below plus accrued and unpaid interest thereon, and Additional
     Interest, if any, on the Floating Rate Notes to the applicable redemption
     date, if redeemed during the twelve-month period beginning on May 15 of the
     years indicated below subject to the right of Holders of Floating Rate
     Notes on the relevant record date to receive interest due on the relevant
     interest payment date:


                                       55



YEAR                     PERCENTAGE
- ----------------------   ----------
2009..................    102.000%
2010..................    101.000%
2011 and thereafter...    100.000%

     (b)  Fixed Rate Notes.

          (1) At any time prior to May 15, 2010, the Company may, on any one or
     more occasions, redeem up to 35% of the aggregate principal amount of Fixed
     Rate Notes issued under this Indenture (including the principal amount of
     any Additional Fixed Rate Notes issued under this Indenture and without
     duplication with respect to Exchange Fixed Rate Notes issued under this
     Indenture) at a redemption price equal to 109.500% of the principal amount
     of the Fixed Rate Notes redeemed, plus accrued and unpaid interest and
     Additional Interest, if any, to the redemption date, with the net cash
     proceeds of one or more Equity Offerings of the Company; provided that:

               (a) at least 50% of the aggregate principal amount of Fixed Rate
     Notes issued under this Indenture (excluding Fixed Rate Notes held by the
     Company and its Subsidiaries, but including any Additional Fixed Rate Notes
     and without duplication with respect to Exchange Fixed Rate Notes issued
     under this Indenture) remains outstanding immediately after the occurrence
     of such redemption; and

               (b) the redemption occurs within 90 days after the date of the
     closing of any such Equity Offering.

          (2) Except pursuant to the preceding paragraph and clause (d) below,
     the Fixed Rate Notes will not be redeemable at the Company's option prior
     to May 15, 2011.

          (3) On or after May 15, 2011, the Company may, in one or more
     instances, redeem all or a part of the Fixed Rate Notes upon not less than
     30 nor more than 60 days' notice (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), at the redemption prices (expressed as
     percentages of principal amount of the Fixed Rate Notes to be redeemed) set
     forth below plus accrued and unpaid interest and Additional Interest, if
     any, on the Fixed Rate Notes redeemed, to the applicable redemption date,
     if redeemed during the twelve-month period beginning on May 15 of the years
     indicated below, subject to the rights of Holders of Fixed Rate Notes on
     the relevant record date to receive interest on the relevant interest
     payment date:

YEAR                     PERCENTAGE
- ----------------------   ----------
2011..................    104.750%
2012..................    102.375%
2013 and thereafter...    100.000%

     (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

     (d) At any time prior to May 15, 2009, for the Floating Rate Notes and May
15, 2011, for the Fixed Rate Notes, the Company may, in one or more instances,
also redeem all or a part of such Notes, upon not less than 30 nor more than 60
days' prior notice mailed by first-class mail to each Holder's


                                       56



registered address, at a redemption price equal to 100% of the principal amount
of such Notes redeemed plus the Applicable Premium as of the date of redemption,
and accrued and unpaid interest and Additional Interest, if any, to such
redemption date (the "Make-Whole Redemption Date"), subject to the rights of
Holders of the Notes on the relevant record date to receive interest due on the
relevant interest payment date.

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 Asset Sale Offer, it will follow the procedures specified below.

     The Asset Sale Offer shall be made to (i) all Holders of Notes, (ii) all
holders of Indebtedness to be repaid pursuant to Section 4.10(b)(1)(x) and (iii)
all holders of other Indebtedness that is pari passu in right of payment with
the Notes containing provisions similar to those contained 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, with such adjustments so that
only Notes in denominations of $2,000, or integral multiples of $1,000 thereof,
will be purchased) 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
Additional Interest, 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 or any portion thereof not tendered or accepted for
     payment will continue to accrue interest;

          (4) that, unless the Company defaults in making such payment, any Note
     or any portion thereof accepted for payment pursuant to the Asset Sale
     Offer will cease to accrue interest on and after the Purchase Date;


                                       57



          (5) that Holders electing to have a Note or any portion thereof
     purchased pursuant to an Asset Sale Offer may elect to have Notes purchased
     in denominations of $2,000 or integral multiples of $1,000 in excess
     thereof only;

          (6) that Holders electing to have Notes or any portions thereof
     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;

          (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 $2,000, or integral multiples of $1,000 in excess thereof,
     will be purchased); and

          (9) that Holders whose Notes were purchased only in part will be
     issued new Notes of the same series 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 (with such
adjustments so that only Notes in denominations of $2,000, or integral multiples
of $1,000 thereof, will be purchased), 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.

     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.


                                       58



                                    ARTICLE 4
                                    COVENANTS

Section 4.01 Payment of Notes.

     The Company and the Co-Issuers, jointly and severally, will pay or cause to
be paid the principal of, premium, if any, and interest and Additional Interest,
if any, on, the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest and Additional Interest, 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 and the Co-Issuers, jointly and severally, will pay all Additional
Interest, if any, in the same manner on the dates and in the amounts set forth
in the Registration Rights Agreement.

     The Company and the Co-Issuers, jointly and severally, 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 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 Additional Interest (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. 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 and the Trustee 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 or furnished with the SEC on Forms 10-Q and 10-K if the Company were
     required to file or furnish such reports; and


                                       59



          (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.

     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 the Company's consolidated
financial statements by the Company's certified independent accountants. In
addition, following the consummation of the Exchange Offer contemplated by the
Registration Rights Agreement, the Company will file or furnish, as applicable,
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).

     If, at any time after consummation of the Exchange Offer, the Company 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 paragraphs of this Section 4.03 with the SEC within the time
periods specified above unless the SEC will not accept such a filing. The
Company will not take any action for the purpose of causing the SEC not to
accept any such filings.

     (b) For so long as any Notes remain outstanding, if at any time it is not
required to file with the SEC the reports required by paragraph (a) of this
Section 4.03, the Company will furnish to the Holders of Notes and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

     (c) If at any time the Notes are guaranteed by a direct or indirect parent
of the Company, and such company has complied with the reporting requirements of
Section 13 or 15(d) of the Exchange Act, if applicable, and has furnished the
Holders of Notes, or filed with the SEC, the reports described herein with
respect to such company, as applicable (including any financial information
required by Regulation S-X under the Securities Act), the Company shall be
deemed to be in compliance with the provisions of this Section 4.03.

     (d) Any information filed with, or furnished to, the SEC shall be deemed to
have been made available to the Trustee and the registered Holders of the Notes.
The subsequent filing or making available of any report required by this Section
4.03 shall be deemed automatically to cure any Default or Event of Default
resulting from the failure to file or make available such report within the
required time frame.

     (e) Notwithstanding the foregoing, the requirements set forth in this
Section 4.03 shall be deemed satisfied prior to the commencement of the
Registered Exchange Offer (as defined in the Registration Rights Agreement) or
the effectiveness of the Shelf Registration Statement (as defined in the
Registration Rights Agreement) by the filing with the SEC of the Exchange Offer
Registration Statement (as defined in the Registration Rights Agreement) or
Shelf Registration Statement, and any amendments thereto, with such financial
information that satisfies Regulation S-X of the Securities Act.

     (f) Any subsequent restatement of financial statements shall have no
retroactive effect for purposes of calculations previously made pursuant to the
covenants contained in this Indenture.

     (g) Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).


                                       60



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 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 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 Company and the
Guarantors shall use their respective commercially reasonable efforts to have
the year-end financial statements delivered pursuant to Section 4.03 above
accompanied by a written statement of the Company's independent registered
public accountants (who shall be a firm of established national reputation),
which shall state 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, within 10 Business Days of 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.

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 would not reasonably be expected to result in a
material adverse effect on the business, assets, operations or financial
condition of the Company and its Subsidiaries taken as a whole or the ability of
the Company and the Guarantors (taken as a whole) to perform their obligations
under this Indenture or the rights of, or remedies available to the Trustee or
the Holders under, this Indenture.

Section 4.06 Stay, Extension and Usury Laws.

     The Company and each of the Guarantors covenants (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 waives 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


                                       61



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 distribution on account of
     the Company's or any Restricted Subsidiary's Equity Interests, including
     any dividend or distribution payable in connection with any merger or
     consolidation other than (A) dividends or distributions by the Company
     payable in Equity Interests (other than Disqualified Stock) of the Company
     or (B) dividends or distributions by a Restricted Subsidiary so long as, in
     the case of any dividend or distribution payable on or in respect of any
     class or series of securities issued by a Restricted Subsidiary other than
     a Wholly-Owned Subsidiary, the Company or a Restricted Subsidiary receives
     at least its pro rata share of such dividend or distribution in accordance
     with its Equity Interests in such class or series of securities;

          (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 principal payment on, or redeem, repurchase, defease or
     otherwise acquire or retire for value in each case, prior to any scheduled
     repayment, sinking fund payment or maturity, any Subordinated Indebtedness,
     other than (x) Indebtedness permitted under Section 4.09(b)(h), Section
     4.09(b)(i) and Section 4.09(b)(w) or (y) the purchase, repurchase or other
     acquisition of Subordinated Indebtedness of the Company or any Restricted
     Subsidiary purchased in anticipation of satisfying a sinking fund
     obligation, principal installment or final maturity, in each case due
     within one year of the date of purchase, repurchase or acquisition; 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:

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

          (b) immediately after giving effect to such transaction on a pro forma
     basis, the Company could incur $1.00 of additional Indebtedness under
     Section 4.09(a) hereof; and

          (c) such Restricted Payment, together with the aggregate amount,
     without duplication, of all other Restricted Payments made by the Company
     and its Restricted Subsidiaries since the Issue Date pursuant to this
     Section 4.07(a) or Section 4.07(b)(1), (b)(2) (with respect to the payment
     of dividends on Refunding Capital Stock pursuant to subclause (b) thereof
     only), (b)(6)(C), (b)(12) and (b)(17) (and excluding, for the avoidance of
     doubt, all other Restricted Payments made pursuant to Section 4.07(b)), is
     less than the sum, without duplication, of:


                                       62



               (1) 50% of the Consolidated Net Income of the Company for the
          period (taken as one accounting period) from January 1, 2007 (on a pro
          forma basis, giving effect to the Transactions) 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

               (2) 100% of the aggregate net cash proceeds and the fair market
          value, as determined in good faith by the Company, of marketable
          securities or other property received by the Company after the Issue
          Date (less the amount of such net cash proceeds to the extent such
          amount has been relied upon to permit the incurrence of Indebtedness,
          or issuance of Disqualified Stock or Preferred Stock pursuant to
          Section 4.09(b)(u)(2) hereof) from the issue or sale of:

                    (x) Equity Interests of the Company, including Retired
               Capital Stock (as defined below), but excluding cash proceeds and
               the fair market value, as determined in good faith by the
               Company, of marketable securities or other property received from
               the sale of (A) Equity Interests to any future, present or former
               employees, directors, managers or consultants of the Company, any
               direct or indirect parent company of the Company or any of the
               Company's Subsidiaries after the Issue Date to the extent such
               amounts have been applied to Restricted Payments made in
               accordance with Section 4.07(b)(4) hereof and (B) Designated
               Preferred Stock,

                    (y) to the extent such proceeds are actually contributed to
               the Company, Equity Interests of the Company's direct or indirect
               parent companies (excluding contributions of the proceeds from
               the sale of Designated Preferred Stock of such companies or
               contributions to the extent such amounts have been applied to
               Restricted Payments made in accordance with Section 4.07(b)(4)
               hereof), or

                    (z) debt securities of the Company that have been converted
               into or exchanged for such Equity Interests of the Company;

               provided that this clause (2) shall not include the proceeds from
               (a) Refunding Capital Stock (as defined below) to the extent the
               proceeds of any corresponding Retired Capital Stock are included
               in this clause (2), (b) Equity Interests of the Company or debt
               securities of the Company that have been converted into or
               exchanged for Equity Interests of the Company sold to a
               Restricted Subsidiary or the Company, as the case may be, (c)
               Disqualified Stock or debt securities that have been converted
               into or exchanged for Disqualified Stock or (d) Excluded
               Contributions; plus

               (3) 100% of the aggregate amount of cash and the fair market
          value, as determined in good faith by the Company, of marketable
          securities or other property contributed to the capital of the Company
          after the Issue Date (less the amount of such net cash proceeds to the
          extent such amount has been relied upon to permit the incurrence of
          Indebtedness or issuance of Disqualified Stock or Preferred Stock
          pursuant to Section 4.09(b)(u)(2) hereof) (other than by a Restricted
          Subsidiary and other than any Excluded Contributions); plus


                                       63



               (4) to the extent not already included in Consolidated Net
          Income, 100% of the aggregate amount received in cash and the fair
          market value, as determined in good faith by the Company, of
          marketable securities or other property received after the Issue Date
          by means of (A) the sale or other disposition (other than to the
          Company or a Restricted Subsidiary) of Restricted Investments made by
          the Company or any Restricted Subsidiary and repurchases and
          redemptions of such Restricted Investments from the Company or any
          Restricted Subsidiary and repayments of loans or advances that
          constitute Restricted Investments by the Company or any Restricted
          Subsidiary or (B) the sale (other than to the Company or a Restricted
          Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a
          distribution from an Unrestricted Subsidiary (other than in each case
          to the extent the Investment in such Unrestricted Subsidiary was made
          by the Company or a Restricted Subsidiary pursuant to Section
          4.07(b)(12) hereof or to the extent such Investment constituted a
          Permitted Investment) or a dividend from an Unrestricted Subsidiary;
          plus

               (5) in the case of the redesignation of an Unrestricted
          Subsidiary as a Restricted Subsidiary after the Issue Date, the fair
          market value of the Investment in such Unrestricted Subsidiary, as
          determined by the Company in good faith or if, in the case of an
          Unrestricted Subsidiary, such fair market value may exceed $50.0
          million, in writing by an Independent Financial Advisor, at the time
          of the redesignation of such Unrestricted Subsidiary as a Restricted
          Subsidiary, other than an Unrestricted Subsidiary to the extent the
          Investment in such Unrestricted Subsidiary was made by the Company or
          a Restricted Subsidiary pursuant to Section 4.07(b)(12) or to the
          extent such Investment constituted a Permitted Investment.

     (b) The provisions of Section 4.07(a) hereof will not prohibit:

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

          (2) (a) the redemption, repurchase, retirement or other acquisition of
     any Equity Interests ("Retired Capital Stock") or Subordinated Indebtedness
     of the Company or any Equity Interests of any direct or indirect parent
     company of the Company, in exchange for, or out of the proceeds of the
     sale, within 60 days of such redemption, retirement, repurchase or other
     acquisition, (other than to a Restricted Subsidiary) of, Equity Interests
     of the Company (in each case, other than any Disqualified Stock unless the
     Retired Capital Stock is itself Disqualified Stock) ("Refunding Capital
     Stock") or cash capital contributions and (b) if immediately prior to the
     retirement of Retired Capital Stock, the declaration and payment of
     dividends thereon was permitted under clause (6) of this paragraph, the
     declaration and payment of dividends on the Refunding Capital Stock (other
     than Refunding Capital Stock the proceeds of which were used to redeem,
     repurchase, retire or otherwise acquire any Equity Interests of any direct
     or indirect parent company of the Company) in an aggregate amount per year
     no greater than the aggregate amount of dividends per annum that was
     declarable and payable on such Retired Capital Stock immediately prior to
     such retirement;

          (3) the defeasance, redemption, repurchase or other acquisition or
     retirement of Subordinated Indebtedness of the Company or a Guarantor made
     by exchange for, or out of the proceeds of the sale, within 60 days of such
     defeasance, redemption, repurchase or other


                                       64



     acquisition or retirement, of, new Indebtedness of such Person that is
     incurred in compliance with Section 4.09 hereof so long as:

               (A) the principal amount of such new Indebtedness does not exceed
          the principal amount (or accreted value, if applicable) of the
          Subordinated Indebtedness being so defeased, redeemed, repurchased,
          acquired or retired for value, plus the amount of any reasonable
          premium required to be paid under the terms of the instrument
          governing the Subordinated Indebtedness being so defeased, redeemed,
          repurchased, acquired or retired and any reasonable fees and expenses
          incurred in connection with the issuance of such new Indebtedness,

               (B) such Indebtedness is subordinated to the Notes at least to
          the same extent as the Subordinated Indebtedness being so defeased,
          redeemed, repurchased, acquired or retired,

               (C) such Indebtedness has a final scheduled maturity date equal
          to or later than the final scheduled maturity date of the Subordinated
          Indebtedness being so defeased, redeemed, repurchased, acquired or
          retired, and

               (D) such Indebtedness has a Weighted Average Life to Maturity
          equal to or greater than the remaining Weighted Average Life to
          Maturity of the Subordinated Indebtedness being so defeased, redeemed,
          repurchased, acquired or retired;

          (4) a Restricted Payment to pay for the repurchase, redemption or
     other acquisition or retirement for value of Equity Interests (other than
     Disqualified Stock) of the Company or any of its direct or indirect parent
     companies held by, or any Restricted Payments made to, any future, present
     or former employee, officer, director, manager or consultant of the
     Company, any of its subsidiaries or any of its direct or indirect parent
     companies, their respective estates, spouses or former spouses pursuant to
     any management equity plan or stock option plan, phantom stock plan or any
     other management or employee benefit plan or agreement; provided that the
     aggregate Restricted Payments made under this clause (4) do not exceed in
     any calendar year $10.0 million (with unused amounts in any calendar year
     being carried over to succeeding calendar years subject to a maximum (in
     addition to the following proviso) of $20.0 million in any calendar year)
     (collectively, the "Clause (4) Limit"); provided, further, that such Clause
     (4) Limit in any calendar year may be increased by an amount not to exceed

               (A) the cash proceeds from the sale of Equity Interests (other
          than Disqualified Stock) of the Company and, to the extent contributed
          to the Company, Equity Interests of any of the Company's direct or
          indirect parent companies, in each case to members of management,
          directors, managers or consultants of the Company, any of its
          Subsidiaries or any of its direct or indirect parent companies that
          occurs after the Issue Date, to the extent the cash proceeds from the
          sale of such Equity Interests have not otherwise been applied to the
          payment of Restricted Payments by virtue of Section 4.07(a)(c), plus

               (B) the cash proceeds of key man life insurance policies received
          by the Company and the Restricted Subsidiaries after the Issue Date,
          less

               (C) the amount of any Restricted Payments previously made
          pursuant to clauses (A) and (B) of this clause (4);


                                       65



          provided, further, that cancellation of Indebtedness owing to the
     Company from members of management, directors, managers or consultants of
     the Company, any of its direct or indirect parent companies or any
     Restricted Subsidiary in connection with a repurchase of Equity Interests
     of the Company or any of its direct or indirect parent companies will not
     be deemed to constitute a Restricted Payment for purposes of this Section
     4.07 or any other provision of this Indenture;

          (5) the declaration and payment of dividends to holders of any class
     or series of Disqualified Stock of the Company or any Restricted Subsidiary
     or Preferred Stock of any Restricted Subsidiary issued in accordance with
     Section 4.09 hereof to the extent such dividends are included in the
     definition of Fixed Charges and payment of any redemption price or
     liquidation value of any such Disqualified Stock or Preferred Stock when
     due in accordance with its terms;

          (6) (A) the declaration and payment of dividends to holders of any
     class or series of Designated Preferred Stock (other than Disqualified
     Stock) issued by the Company after the Issue Date;

               (B) the declaration and payment of dividends to a direct or
          indirect parent company of the Company, the proceeds of which will be
          used to fund the payment of dividends to holders of any class or
          series of Designated Preferred Stock (other than Disqualified Stock)
          of such parent company issued after the Issue Date; provided that the
          aggregate amount of dividends paid pursuant to this clause (B) shall
          not exceed the aggregate amount of cash actually contributed to the
          Company from the sale of such Designated Preferred Stock; or

               (C) the declaration and payment of dividends on Refunding Capital
          Stock that is Preferred Stock in excess of the dividends declarable
          and payable thereon pursuant to Section 4.07(b)(2); provided, however,
          in the case of each of (A), (B) and (C) of this clause (6), that for
          the most recently ended four full fiscal quarters for which internal
          financial statements are available immediately preceding the date of
          issuance of such Designated Preferred Stock or the declaration of such
          dividends on Refunding Capital Stock that is Preferred Stock, after
          giving effect to such issuance or declaration on a pro forma basis,
          the Company and the Restricted Subsidiaries on a consolidated basis
          would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

          (7) repurchases of Equity Interests deemed to occur upon exercise of
     stock options or warrants if such Equity Interests represent a portion of
     the exercise price of such options or warrants;

          (8) Restricted Payments that are made with Excluded Contributions or
     Excess Designated Proceeds;

          (9) the declaration and payment of dividends by the Company to, or the
     making of loans by the Company to, its direct parent company in amounts
     required for the Company's direct or indirect parent companies to pay:

               (A) fees, taxes and expenses required to maintain their corporate
          existence,

               (B) (without duplication for amounts paid pursuant to Section
          4.07(b)(16)) so long as the Company is a member of a consolidated,
          combined, unitary or similar group with such direct parent company for
          U.S. federal, state or local income tax purposes, (1)


                                       66



          federal, state and local income taxes incurred by such parent
          companies, but only to the extent such income taxes are attributable
          to the income of the Company and the Restricted Subsidiaries, provided
          that in each case the amount of such payments with respect to any
          fiscal year does not exceed the amount that the Company and the
          Restricted Subsidiaries would have been required to pay in respect of
          such income taxes for such fiscal year were the Company and its
          Restricted Subsidiaries a consolidated or combined group of which the
          Company was the common parent, and (2) amounts required to pay
          federal, state and local income taxes to the extent attributable to
          the income of the Unrestricted Subsidiaries or Receivables
          Subsidiaries, if any, but only to the extent of the amount actually
          received by the Company from such Unrestricted Subsidiaries or
          Receivables Subsidiaries, as the case may be,

               (C) customary salary, bonus and other benefits payable to
          officers and employees of any direct or indirect parent company of the
          Company to the extent such salaries, bonuses and other benefits are
          attributable to or reasonably allocated to (as determined by the
          Company in good faith) the ownership or operation of the Company and
          the Restricted Subsidiaries,

               (D) general corporate overhead expenses of any direct or indirect
          parent company of the Company to the extent such expenses are
          attributable to or reasonably allocated to (as determined by the
          Company in good faith) the ownership or operation of the Company and
          the Restricted Subsidiaries, and

               (E) reasonable fees and expenses incurred in connection with any
          successful or unsuccessful debt or equity offering or any successful
          or unsuccessful acquisition or strategic transaction by such direct or
          indirect parent company of the Company;

          (10) any Restricted Payments used to fund the Transactions and the
     fees and expenses related thereto, including those owed to Affiliates, in
     each case to the extent permitted by Section 4.11 hereof;

          (11) the repurchase, redemption or other acquisition or retirement for
     value of any Subordinated Indebtedness pursuant to provisions in
     documentation governing such Subordinated Indebtedness similar to those
     described under Sections 4.10 and 4.15 hereof; provided that, prior to such
     repurchase, redemption or other acquisition, the Company (or a third party
     to the extent permitted by this Indenture) shall have made a Change of
     Control Offer or Asset Sale Offer, as the case may be, with respect to the
     Notes and shall have repurchased all Notes validly tendered and not
     withdrawn in connection with such Change of Control Offer or Asset Sale
     Offer;

          (12) Investments in Unrestricted Subsidiaries, having an aggregate
     fair market value, taken together with all other Investments made pursuant
     to this clause (12) that are at the time outstanding, without giving effect
     to the sale of an Unrestricted Subsidiary to the extent the proceeds of
     such sale do not consist of cash or marketable securities, not to exceed
     the greater of (x) $70.0 million and (y) 1.0% of Total Assets at the time
     of such Investment (with the fair market value of each Investment being
     determined in good faith by the Company and measured at the time such
     Investment is made and without giving effect to subsequent changes in
     value);

          (13) distributions or payments of Receivables Fees;


                                       67



          (14) the distribution, as a dividend or otherwise (and the declaration
     of such dividend), of shares of Capital Stock of, or Indebtedness owed to
     the Company or a Restricted Subsidiary by, any Unrestricted Subsidiary;

          (15) additional Restricted Payments to the Company's direct or
     indirect parent companies, whether in respect of management fees or
     otherwise, in an aggregate amount not to exceed $15.0 million in any fiscal
     year; provided that the Company may carry over and pay in any subsequent
     fiscal year, in addition to the amounts permitted for such fiscal year, any
     portion of the amounts otherwise permitted for prior fiscal years to be
     paid pursuant to this clause (15) that were not in fact paid;

          (16) for so long as (x) the Company is a member of a group filing a
     consolidated federal income tax return with MFW, and/or (y) the Company or
     any of its Subsidiaries is included in any consolidated combined or unitary
     group for foreign, state, local income or franchise tax purposes with any
     Subsidiary of MFW (other than the Company or any of its Subsidiaries),
     payments pursuant to the Tax Sharing Agreement; and

          (17) other Restricted Payments in an amount which, when taken together
     with all other Restricted Payments made pursuant to this clause (17), does
     not exceed $25.0 million;

          provided, however, that, at the time of, and after giving effect to,
     any Restricted Payment permitted under Section 4.07(b)(15) and (b)(17)
     hereof, no Default shall have occurred and be continuing or would occur as
     a consequence thereof.

     For purposes of determining compliance with this Section 4.07, in the event
that a proposed Restricted Payment (or portion thereof) meets the criteria of
more than one of the categories of Restricted Payments described in clauses (1)
through (17) above, or is entitled to be incurred pursuant to Section 4.07(a),
the Company will be entitled to classify such Restricted Payment (or portion
thereof) on the date of its payment in any manner that complies with this
Section 4.07 and such Restricted Payment will be treated as having been made
pursuant to only such clause or clauses or Section 4.07(a).

     For purposes of designating an Unrestricted Subsidiary, such designation
will be permitted only if a Restricted Payment in such amount would be permitted
at such time, whether pursuant to Section 4.07(a) hereof or 4.07(b)(8), (b)(9),
(b)(12), (b)(13), (b)(15) or (b)(17) hereof, or pursuant to the definition of
"Permitted Investments," and if such Subsidiary otherwise meets the definition
of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to
any of the restrictive covenants set forth in this Indenture.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

     (a) The Company will not, and will not permit any of its Restricted
Subsidiaries that are not Guarantors 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 (it being
     understood that the priority of any preferred stock in receiving dividends
     or liquidating distributions prior to dividends or liquidating
     distributions being paid on common stock shall not be deemed a restriction
     on the ability to make distributions on Capital Stock);


                                       68



          (2) pay any Indebtedness owed to the Company or any Restricted
     Subsidiary; 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) contractual encumbrances or restrictions in effect on the Issue
     Date, including pursuant to the Credit Agreement and any related
     documentation (including security documents) and Hedging Obligations;

          (2) this Indenture, the Notes, the Exchange Notes, any Additional
     Notes or the Guarantees;

          (3) purchase money obligations for property acquired in the ordinary
     course of business and Capitalized Lease Obligations that impose
     restrictions of the nature discussed in Section 4.08(a)(3) hereof on the
     property so acquired;

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

          (5) any agreement or other 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 (but not created
     in connection therewith 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;

          (6) contracts for the sale of assets, including customary restrictions
     with respect to a Subsidiary pursuant to an agreement that has been entered
     into for the sale or disposition of all or substantially all of the Capital
     Stock or assets of such Subsidiary;

          (7) Secured Indebtedness otherwise permitted to be incurred pursuant
     to Sections 4.09 and 4.12 hereof that limit the right of the debtor to
     dispose of the assets securing such Indebtedness;

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

          (9) other Indebtedness, Disqualified Stock or Preferred Stock of
     Restricted Subsidiaries permitted to be incurred after the Issue Date
     pursuant to Section 4.09 hereof;

          (10) customary provisions in joint venture agreements and other
     similar agreements;

          (11) customary provisions contained in leases and other agreements
     entered into in the ordinary course of business;

          (12) restrictions created in connection with any Receivables Facility;
     provided that in the case of Receivables Facilities established after the
     Issue Date, such restrictions are necessary or advisable, in the good faith
     determination of the Company, to effect such Receivables Facility;


                                       69



          (13) restrictions or conditions contained in any trading, netting,
     operating, construction, service, supply, purchase or other agreement to
     which the Company or any of its Restricted Subsidiaries is a party entered
     into in the ordinary course of business; provided that such agreement
     prohibits the encumbrance of solely the property or assets of the Company
     or such Restricted Subsidiary that are the subject of such agreement, the
     payment rights arising thereunder or the proceeds thereof and does not
     extend to any other asset or property of the Company or such Restricted
     Subsidiary or the assets or property of any other Restricted Subsidiary;

          (14) any instrument governing any Indebtedness or Capital Stock of a
     Person that is an Unrestricted Subsidiary as in effect on the date that
     such Person becomes a Restricted Subsidiary, which encumbrance or
     restriction is not applicable to any Person, or the properties or assets of
     any Person, other than the Person who became a Restricted Subsidiary, or
     the property or assets of the Person who became a Restricted Subsidiary;
     provided that, in the case of Indebtedness, the incurrence of such
     Indebtedness as a result of such Person becoming a Restricted Subsidiary
     was permitted by the terms of this Indenture; and

          (15) any encumbrances or restrictions of the type referred to in
     Section 4.08(a)(1), (a)(2) and (a)(3) hereof imposed by any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings of the contracts, instruments or obligations
     referred to in Section 4.08(b)(1) through (14); provided that such
     amendments, modifications, restatements, renewals, increases, supplements,
     refundings, replacements or refinancings are, in the good faith judgment of
     the Company, not materially more restrictive with respect to such
     encumbrance and other restrictions than those prior to such amendment,
     modification, restatement, renewal, increase, supplement, refunding,
     replacement or refinancing; provided, further, that with respect to
     contracts, instruments or obligations existing on the Issue Date, any
     amendments, modifications, restatements, renewals, increases, supplements,
     refundings, replacements or refinancings are in the good faith judgment of
     the Company not materially more restrictive with respect to such
     encumbrances and other restrictions than those contained in such contracts,
     instruments or obligations as in effect on the Issue Date.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock and
Disqualified 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 Disqualified Stock or
Preferred Stock; provided that the Company may incur Indebtedness (including
Acquired Debt) or issue shares of Disqualified Stock, and any Restricted
Subsidiary may incur Indebtedness (including Acquired Debt), issue shares of
Disqualified Stock or issue shares of Preferred Stock, if the Fixed Charge
Coverage Ratio on a consolidated basis for the Company's and its Restricted
Subsidiaries' 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 would have been at least 2.00 to 1.00, 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
Preferred Stock had been issued, as the case may be, and the application of the
proceeds therefrom had occurred at the beginning of such four-quarter period;
provided that the amount of Indebtedness (including Acquired Debt), Disqualified
Stock and Preferred Stock that may be incurred or issued, as applicable,
pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors
shall not exceed $100.0 million at any one time outstanding.


                                       70



     (b) The provisions of Section 4.09(a) hereof will not prohibit the
incurrence of any of the following items (collectively, "Permitted Debt"):

          (a) Indebtedness incurred pursuant to Credit Facilities by the Company
     or any Restricted Subsidiary; provided that after giving effect to any such
     incurrence, the aggregate principal amount of all Indebtedness incurred
     under this clause (a) and then outstanding does not exceed $2,200.0 million
     less an amount equal to either (A) in the event a Replacement ABL Facility
     has been established pursuant to clause (c) below, the sum of (1) $100.0
     million plus (2) the amount by which the aggregate amount of the
     commitments under the Replacement ABL Facility exceeds $125.0 million or
     (B) the then-outstanding principal amount of any Attributable Receivables
     Facility Debt, as the case may be;

          (b) the incurrence by the Company and its Restricted Subsidiaries of
     the Existing Indebtedness, the incurrence by the Company and any Guarantor
     of Indebtedness represented by the Notes issued on the Issue Date
     (including any Subsidiary Guarantees thereof) and the Exchange Notes and
     related exchange guarantees to be issued in exchange for the Notes and the
     Guarantees pursuant to the Registration Rights Agreement (other than any
     Additional Notes);

          (c) Indebtedness under an asset-based revolving credit facility
     providing the Company and its Restricted Subsidiaries in an aggregate
     principal committed amount not to exceed $150.0 million (the "Replacement
     ABL Facility"); provided that no such Replacement ABL Facility shall be
     permitted in the event that a Receivables Facility is in existence at such
     time;

          (d) any Existing Clarke Notes not tendered and accepted in the Tender
     Offer and any other Indebtedness existing on the Issue Date;

          (e) Indebtedness (including Capitalized Lease Obligations),
     Disqualified Stock and Preferred Stock incurred by the Company or any of
     the Restricted Subsidiaries, to finance or reimburse the cost of the
     development, construction, purchase, lease, repairs, additions or
     improvement of property (real or personal), equipment or other fixed or
     capital assets that are used or useful in a Similar Business, whether
     through the direct purchase of assets or the Capital Stock of any Person
     owning such assets; provided that at the time of incurrence of such
     Indebtedness or issuance of such Disqualified Stock or Preferred Stock the
     aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock
     incurred pursuant to this clause (e) does not exceed the greater of (x)
     $175.0 million or (y) 2.5% of consolidated Total Assets of the Company as
     of the last annual or interim balance sheet date for which internal
     financial statements are available at any one time outstanding;

          (f) Indebtedness incurred by the Company or any Restricted Subsidiary
     constituting reimbursement obligations with respect to letters of credit
     issued in the ordinary course of business, including letters of credit in
     respect of workers' compensation claims, or other Indebtedness with respect
     to reimbursement type obligations regarding workers' compensation claims,
     self-insurance obligations and bankers' acceptances in the ordinary course
     of business; provided that upon the drawing of such letters of credit or
     the incurrence of such Indebtedness, such obligations are reimbursed within
     30 days following such drawing or incurrence;

          (g) Indebtedness arising from agreements of the Company or a
     Restricted Subsidiary providing for indemnification, adjustment of purchase
     price or similar obligations, in each case, incurred or assumed in
     connection with the disposition of any business, assets or a Subsidiary,


                                       71



     other than guarantees of Indebtedness incurred by any Person acquiring all
     or any portion of such business, assets or Subsidiary for the purpose of
     financing such acquisition; provided that

               (1) such Indebtedness is not reflected on the balance sheet of
          the Company or any Restricted Subsidiary (contingent obligations
          referred to in a footnote to financial statements and not otherwise
          reflected on the balance sheet shall not be deemed to be reflected on
          such balance sheet for purposes of this clause (1)), and

               (2) the maximum assumable liability in respect of all such
          Indebtedness (other than liability for those indemnification
          obligations that are not customarily subject to a cap) shall at no
          time exceed the gross proceeds including noncash proceeds (the fair
          market value of such noncash proceeds being measured at the time
          received and without giving effect to any subsequent changes in value)
          actually received by the Company and the Restricted Subsidiaries in
          connection with such disposition;

          (h) Indebtedness of the Company to a Restricted Subsidiary; provided
     that any such Indebtedness owing to a Restricted Subsidiary that is not a
     Guarantor is subordinated in right of payment to the Notes; provided,
     further, that any subsequent issuance or transfer of any Capital Stock or
     any other event which results in any such Restricted Subsidiary ceasing to
     be a Restricted Subsidiary or any other subsequent transfer of any such
     Indebtedness (except to the Company or another Restricted Subsidiary) shall
     be deemed, in each case, to be an incurrence of such Indebtedness;

          (i) Indebtedness of a Restricted Subsidiary to the Company or another
     Restricted Subsidiary; provided that if a Guarantor incurs such
     Indebtedness to a Restricted Subsidiary that is not a Guarantor such
     Indebtedness is subordinated in right of payment to the Guarantee of such
     Guarantor; provided, further, that any subsequent issuance or transfer of
     Capital Stock or any other event that results in any such Restricted
     Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer
     of any such Indebtedness (except to the Company or another Restricted
     Subsidiary) shall be deemed, in each case, to be an incurrence of such
     Indebtedness;

          (j) shares of Preferred Stock of a Restricted Subsidiary issued to the
     Company or another Restricted Subsidiary; provided that any subsequent
     issuance or transfer of any Capital Stock or any other event which results
     in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
     any other subsequent transfer of any such shares of Preferred Stock (except
     to the Company or another Restricted Subsidiary) shall be deemed, in each
     case, to be an issuance of such shares of Preferred Stock;

          (k) Hedging Obligations (excluding Hedging Obligations entered into
     for speculative purposes) for the purpose of managing: (A) interest rate
     risk with respect to any Indebtedness that is permitted by the terms of
     this Indenture to be outstanding, (B) exchange rate risk with respect to
     any currency exchange or (C) commodity pricing risk with respect to any
     commodity;

          (l) obligations in respect of performance, bid, appeal and surety
     bonds and completion guarantees and similar obligations provided by the
     Company or any Restricted Subsidiary in the ordinary course of business;

          (m) (x) any guarantee by the Company or a Restricted Subsidiary of
     Indebtedness or other Obligations of any Restricted Subsidiary, so long as
     the incurrence of such Indebtedness by such Restricted Subsidiary is
     permitted under the terms of this Indenture or (y) any guarantee by a
     Restricted Subsidiary of Indebtedness or other obligations of the Company
     permitted to be


                                       72



     incurred under the terms of this Indenture; provided that such guarantee is
     incurred in accordance with Section 4.17 hereof;

          (n) the incurrence by the Company or any Restricted Subsidiary of
     Indebtedness, Disqualified Stock or Preferred Stock that serves to extend,
     replace, refund, refinance, renew or defease any Indebtedness, Disqualified
     Stock or Preferred Stock incurred as permitted under Section 4.09(a) and
     clauses (b), (d), (e), (n), (o), (r), (s) or (w) of this Section 4.09(b) or
     any Indebtedness, Disqualified Stock or Preferred Stock issued to so
     extend, replace, refund, refinance, renew or defease such Indebtedness,
     Disqualified Stock or Preferred Stock including additional Indebtedness,
     Disqualified Stock or Preferred Stock incurred to pay premiums, fees and
     expenses in connection therewith (the "Refinancing Indebtedness");
     provided, however, that such Refinancing Indebtedness:

                    (1) has a Weighted Average Life to Maturity at the time such
               Refinancing Indebtedness is incurred which is not less than the
               remaining Weighted Average Life to Maturity of the Indebtedness,
               Disqualified Stock or Preferred Stock being extended, replaced,
               refunded, refinanced, renewed or defeased;

                    (2) to the extent such Refinancing Indebtedness extends,
               replaces, refunds, refinances, renews or defeases (i)
               Indebtedness subordinated to the Notes or any Guarantee, such
               Refinancing Indebtedness is subordinated to the Notes or such
               Guarantee at least to the same extent as the Indebtedness being
               extended, replaced, refunded, refinanced, renewed or defeased or
               is Disqualified Stock or Preferred Stock or (ii) Disqualified
               Stock or Preferred Stock, such Refinancing Indebtedness must be
               Disqualified Stock or Preferred Stock, respectively; and

                    (3) shall not include (x) Indebtedness, Disqualified Stock
               or Preferred Stock of a Restricted Subsidiary that is not a
               Guarantor that refinances Indebtedness, Disqualified Stock or
               Preferred Stock of the Company, (y) Indebtedness, Disqualified
               Stock or Preferred Stock of a Restricted Subsidiary that is not a
               Guarantor that refinances Indebtedness, Disqualified Stock or
               Preferred Stock of a Guarantor or (z) Indebtedness, Disqualified
               Stock or Preferred Stock of the Company or a Restricted
               Subsidiary that refinances Indebtedness, Disqualified Stock or
               Preferred Stock of an Unrestricted Subsidiary;

          (o) Indebtedness, Disqualified Stock or Preferred Stock (x) of the
     Company or any of its Restricted Subsidiaries incurred to finance the
     acquisition of any Person or assets or (y) of Persons that are acquired by
     the Company or any Restricted Subsidiary or merged into the Company or a
     Restricted Subsidiary in accordance with the terms of this Indenture;
     provided that either

               (1) after giving effect to such acquisition or merger on a pro
          forma basis, either (A) the Company would 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; or (B) the
          Fixed Charge Coverage Ratio of the Company and the Restricted
          Subsidiaries on a consolidated basis for the Company's and its
          Restricted Subsidiaries' most recently ended four fiscal quarters for
          which internal financial statements are available immediately
          preceding the date of such acquisition or merger


                                       73



          would be equal to or greater than the Fixed Charge Coverage Ratio
          immediately prior to such acquisition or merger; or

               (2) such Indebtedness, Disqualified Stock or Preferred Stock

                    (A) is not Secured Indebtedness and is Subordinated
               Indebtedness with subordination terms that are either, at the
               Company's election, (x) consistent with market terms of
               agreements governing comparable Indebtedness of similar companies
               in the high yield market at the time of such acquisition or
               merger and do not conflict with the provisions of this Indenture,
               provided, that a certificate of a Responsible Officer delivered
               to the Trustee at least five Business Days (or such shorter time
               as the Trustee may agree) prior to the incurrence of such
               Indebtedness, together with a reasonably detailed description of
               the subordination terms of such Indebtedness, stating that the
               Company has determined in good faith that such terms satisfy the
               foregoing requirement shall be conclusive evidence thereof or (y)
               otherwise in form and substance reasonably satisfactory to the
               Trustee,

                    (B) is not incurred while a Default exists and no Default
               shall result therefrom,

                    (C) does not mature (and is not mandatorily redeemable in
               the case of Disqualified Stock or Preferred Stock) and does not
               require any payment of principal prior to the final maturity of
               the Notes and

                    (D) in the case of sub-clause (y) above only, is not
               incurred in contemplation of such acquisition or merger;

               provided, however, that the Company and its Restricted
          Subsidiaries may not incur any such Indebtedness under this Section
          4.09(b)(o)(2) unless (after giving pro forma effect to such
          acquisition or merger) the Fixed Charge Coverage Ratio of the Company
          and its Restricted Subsidiaries' most recently ended four fiscal
          quarters for which internal financial statements are available
          immediately preceding the date of such acquisition or merger would be
          at least 1.75:1.00;

          (p) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument drawn against
     insufficient funds in the ordinary course of business; provided that such
     Indebtedness is extinguished within two Business Days after its incurrence;

          (q) Indebtedness of the Company or any Restricted Subsidiary supported
     by a letter of credit, in a principal amount not in excess of the stated
     amount of such letter of credit;

          (r) Indebtedness, Disqualified Stock or Preferred Stock of the Company
     or a Restricted Subsidiary incurred to finance or assumed in connection
     with an acquisition in an aggregate principal amount and liquidation
     preference which, when aggregated with the principal amount or liquidation
     preference of all other Indebtedness, Disqualified Stock and Preferred
     Stock incurred pursuant to this clause (r) and then outstanding (together
     with any Refinancing Indebtedness in respect of any such Indebtedness,
     Disqualified Stock or Preferred Stock which is then outstanding in reliance
     on clause (n) above), does not at any one time outstanding exceed $75.0
     million (it being understood that any Indebtedness, Disqualified Stock and
     Preferred Stock


                                       74



     incurred pursuant to this clause (r) shall cease to be deemed incurred or
     outstanding for purposes of this clause (r) but shall be deemed incurred
     pursuant to Section 4.09(a) hereof from and after the first date on which
     the Company or such Restricted Subsidiary could have incurred such
     Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section
     4.09(a) hereof without reliance on this clause (r));

          (s) Indebtedness, Disqualified Stock or Preferred Stock incurred by a
     Foreign Subsidiary in an aggregate principal amount or liquidation
     preference which, when aggregated with the principal amount and liquidation
     preference of all other Indebtedness, Disqualified Stock and Preferred
     Stock incurred pursuant to this clause (s) and then outstanding, does not
     exceed 5.0% of Foreign Subsidiary Total Assets as of the most recent date
     for which internal financial statements are available (it being understood
     that any Indebtedness, Disqualified Stock and Preferred Stock incurred
     pursuant to this clause (s) shall cease to be deemed incurred or
     outstanding for purposes of this clause (s) but shall be deemed incurred
     pursuant to Section 4.09(a) hereof from and after the first date on which
     the Company or such Restricted Subsidiary could have incurred such
     Indebtedness, Disqualified Stock or Preferred Stock pursuant to such
     Section 4.09(a) without reliance on this clause (s));

          (t) Indebtedness consisting of Indebtedness issued by the Company or
     any Restricted Subsidiary to future, current or former officers, managers,
     directors, consultants and employees of the Company, its subsidiaries or
     its direct or indirect parent companies, their respective estates, spouses
     or former spouses, in each case to finance the purchase or redemption of
     Equity Interests of the Company or any direct or indirect parent company of
     the Company to the extent described in Section 4.07(b)(4) hereof;

          (u) Indebtedness, Disqualified Stock and Preferred Stock of the
     Company or any Restricted Subsidiary not otherwise permitted under this
     Indenture in an aggregate principal amount or liquidation preference,
     which, when aggregated with the principal amount and liquidation preference
     of all other Indebtedness, Disqualified Stock and Preferred Stock incurred
     pursuant to this clause (u) and then outstanding, does not at any one time
     outstanding exceed the sum of:

               (1) $125.0 million (it being understood that any Indebtedness,
          Disqualified Stock and Preferred Stock incurred pursuant to this
          clause (u)(1) shall cease to be deemed incurred or outstanding for
          purposes of this clause (u)(1) but shall be deemed incurred pursuant
          to Section 4.09(a) hereof from and after the first date on which the
          Company or such Restricted Subsidiary could have incurred such
          Indebtedness, Disqualified Stock or Preferred Stock pursuant to such
          Section 4.09(a) without reliance on this clause (u)(1)); plus

               (2) 100% of the net cash proceeds received by the Company since
          after the Issue Date from the issue or sale of Equity Interests of the
          Company or cash contributed to the capital of the Company (in each
          case, other than proceeds of Disqualified Stock or sales of Equity
          Interests to the Company or any of its Subsidiaries) to the extent
          such net cash proceeds or cash have not been applied to make
          Restricted Payments or to make other investments, payments or
          exchanges pursuant to Section 4.07(b) hereof or to make Permitted
          Investments (other than Permitted Investments specified in clauses (1)
          and (2) of the definition thereof);

          (v) Attributable Debt incurred by the Company or any Restricted
     Subsidiary pursuant to Sale and Lease-Back Transactions of property (real
     or personal), equipment or other


                                       75



     fixed or capital assets owned by the Company or any Restricted Subsidiary
     as of the Issue Date or acquired by the Company or any Restricted
     Subsidiary after the Issue Date in exchange for, or with the proceeds of
     the sale of, such assets owned by the Company or any Restricted Subsidiary
     as of the Issue Date, provided that the aggregate amount of Attributable
     Debt incurred under this clause (v) at any time outstanding does not exceed
     $60.0 million; and

          (w) the incurrence by the Company of Qualified Affiliate Debt.

     For purposes of determining compliance with this Section 4.09, in the event
that an item of Indebtedness, Disqualified Stock or Preferred Stock meets the
criteria of more than one of the categories of Permitted Debt described in
clauses (a) through (w) above or is entitled to be incurred pursuant to Section
4.09(a) hereof, the Company, in its sole discretion, will be permitted to
classify such item of Indebtedness, Disqualified Stock or Preferred Stock on the
date of its incurrence in any manner that complies with this Section 4.09, or
later divide, classify or reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this Section 4.09 and such item
of Indebtedness, Disqualified Stock or Preferred Stock (or portion thereof, as
applicable) will be treated as having been incurred pursuant to only such clause
or clauses or Section 4.09(a). 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 (a) of the definition of Permitted
Debt. The accrual of interest, the accretion or amortization of original issue
discount, the payment or accretion 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 Preferred Stock in the form of additional shares of
the same class of Preferred Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Preferred Stock for purposes of this Section
4.09. 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.

Section 4.10 Asset Sales.

     (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:


                                       76



          (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 sold or otherwise disposed of; and

          (2) except in the case of a Permitted Asset Swap, at least 75% of the
     consideration received in the Asset Sale by the Company or such Restricted
     Subsidiary is in the form of cash or Cash Equivalents. For purposes of this
     provision, each of the following shall be deemed to be cash:

               (A) any liabilities, as shown on the Company's or such Restricted
          Subsidiary's most recent internal balance sheet or in the notes
          thereto, other than liabilities that are by their terms subordinated
          to the Notes, that are assumed by the transferee of any such assets
          (or a third party on behalf of the transferee) and for which the
          Company or such Restricted Subsidiary has been validly released by all
          creditors in writing;

               (B) any securities, notes or other obligations or assets received
          by the Company or any such Restricted Subsidiary from such transferee
          that are converted by the Company or such Restricted Subsidiary into
          cash or Cash Equivalents, to the extent of the cash or Cash
          Equivalents received in that conversion, within 180 days following the
          closing of the Asset Sale;

               (C) (1) any Designated Noncash Consideration received by the
          Company or such Restricted Subsidiary in such Asset Sale in respect of
          assets or property that is collateral under a Credit Facility having
          an aggregate fair market value, taken together with all other
          Designated Noncash Consideration received pursuant to this clause
          (C)(1) that is at that time outstanding, not to exceed the greater of
          (I) $125.0 million and (II) 1.75% of Total Assets at the time of the
          receipt of such Designated Noncash Consideration; and (2) any
          Designated Noncash Consideration received by the Company or such
          Restricted Subsidiary in such Asset Sale in respect of assets or
          property that is not collateral under a Credit Facility, having an
          aggregate fair market value, taken together with all other Designated
          Noncash Consideration received pursuant to this clause (C)(2) that is
          at that time outstanding, not to exceed the greater of (I) $125.0
          million and (II) 1.75% of Total Assets at the time of the receipt of
          such Designated Noncash Consideration, in each case of (1) and (2),
          with the Fair Market Value of each item of Designated Noncash
          Consideration being measured at the time received and without giving
          effect to subsequent changes in value; and

               (D) the proceeds of any Designated Asset Sale.

     (b) Within 450 days after the receipt of any Net Proceeds from an Asset
Sale (other than any Excess Designated Proceeds), the Company (or the applicable
Restricted Subsidiary, as the case may be) may apply such Net Proceeds to, at
its option:

          (1) permanently reduce (x) Obligations under any Senior Indebtedness
     of the Company or any Guarantor and, in the case of Obligations under
     revolving credit facilities or other similar Indebtedness, to
     correspondingly permanently reduce commitments with respect thereto (other
     than Obligations owed to the Company or a Restricted Subsidiary); provided
     that if the Company or any Restricted Subsidiary shall so reduce
     Obligations under any Senior Indebtedness that is not Secured Indebtedness,
     the Company or such Guarantor will, equally and ratably, reduce Obligations
     under the Notes by, at its option, (A) redeeming Notes if the Notes are


                                       77



     then redeemable as provided under Section 3.07 hereof, (B) making an offer
     (in accordance with the procedures set forth below for an Asset Sale Offer)
     to all Holders to purchase their Notes at 100% of the principal amount
     thereof, plus the amount of accrued and unpaid interest and Additional
     Interest, if any, on the principal amount of Notes to be repurchased or (C)
     purchasing Notes through open market purchases (to the extent such
     purchases are at a price equal to or higher than 100% of the principal
     amount thereof) in a manner that complies with this Indenture and
     applicable securities law; or (y) Indebtedness of a Restricted Subsidiary
     that is not a Guarantor, other than Indebtedness owed to the Company or
     another Restricted Subsidiary; or

          (2) an investment in

               (A) any one or more businesses primarily engaged in a Similar
          Business; provided that such investment in any business is in the form
          of (w) a merger with the Company or a Restricted Subsidiary, (x) the
          acquisition of Capital Stock and results in the Company or any
          Restricted Subsidiary owning an amount of the Capital Stock of such
          business such that it constitutes a Restricted Subsidiary, (y) the
          acquisition of all or substantially all of the assets of such business
          or (z) the acquisition of Capital Stock constituting a minority
          interest in any Person that at such time is a Restricted Subsidiary
          primarily engaged in a Similar Business,

               (B) properties,

               (C) capital expenditures and

               (D) acquisitions of other assets, that in each of (A), (B), (C)
          and (D), are used or useful in a Similar Business or replace the
          businesses, properties and assets that are the subject of such Asset
          Sale.

     (c) Any Designated Noncash Consideration received by the Company or a
Restricted Subsidiary pursuant to Section 4.10(a)(2)(C) shall be deemed to have
been applied pursuant to Section 4.10(b)(2) so long as such Designated Noncash
Consideration is used in the business of the Company or a Restricted Subsidiary
within the time periods set forth in this Section 4.10.

     (d) Any Net Proceeds from the Asset Sale (other than any Excess Designated
Proceeds) that are not invested or applied in accordance with Section 4.10(b)
within 450 days from the date of the receipt of such Net Proceeds will be deemed
to constitute "Excess Proceeds"; provided that if during such 450-day period the
Company or a Restricted Subsidiary enters into a definitive binding agreement
committing it to apply such Net Proceeds in accordance with the requirements of
Section 4.10(b)(2) after such 450th day, such 450-day period will be extended
with respect to the amount of Net Proceeds so committed until such Net Proceeds
are required to be applied in accordance with such agreement (but such extension
will in no event be for a period longer than 180 days) (or, if earlier, the date
of termination of such agreement).

     (e) When the aggregate amount of Excess Proceeds exceeds $45.0 million,
within 30 days thereof, the Company will make an offer, in accordance with
Section 3.09 hereof, to (i) all Holders of Notes, (ii) all holders of
Indebtedness to be repaid pursuant to clause (1)(x) of Section 4.10(b) and (iii)
all holders of other Indebtedness that is pari passu in right of payment with
the Notes containing provisions similar to those contained in this 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 (an "Asset
Sale Offer"). The offer price in any Asset Sale Offer will be equal to 100% of
the principal amount plus accrued and unpaid interest and


                                       78



Additional Interest, if any, to the date of purchase, and will be payable in
cash. The Company may satisfy the foregoing obligations with respect to any Net
Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such
Net Proceeds prior to the expiration of the relevant 450 days or with respect to
Excess Proceeds of $45.0 million or less. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company and any Restricted Subsidiary
may use those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture, including, without limitation, the making of Restricted Payments
otherwise permitted under the terms of 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 Notes and such other
pari passu Indebtedness shall be purchased on a pro rata basis (with such
adjustments for authorized denominations). Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds will be reset at zero. The Company at its
election may retain or use any Excess Designated Proceeds for any purpose,
including, if applicable, to make any Restricted Payment otherwise permitted
under the terms of this Indenture.

     (f) Pending the final application of any Net Proceeds, the Company or its
Restricted Subsidiaries may temporarily reduce revolving credit borrowings or
otherwise invest the Net Proceeds in any manner that is not prohibited by this
Indenture.

     (g) 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") involving
aggregate payments or consideration in excess of $10.0 million, unless:

          (1) the Affiliate Transaction is on terms that are not materially 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 a Person who is not an Affiliate of the
     Company or such Restricted Subsidiary; and

          (2) the Company delivers to the Trustee with respect to any Affiliate
     Transaction or series of related Affiliate Transactions involving aggregate
     consideration in excess of $30.0 million, a resolution of the Board of
     Directors of the Company approving such Affiliate Transaction and set forth
     in an Officers' Certificate certifying that such Affiliate Transaction
     complies with clause (1) of this Section 4.11(a).

     (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) transactions between or among the Company or any of the Restricted
     Subsidiaries;


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          (2) Restricted Payments permitted by Section 4.07 hereof and the
     definition of "Permitted Investments";

          (3) the issuance or transfer of Equity Interests (other than
     Disqualified Stock) of the Company to any Permitted Holder or to any
     director, manager, officer, employee or consultant of the Company, its
     subsidiaries or any direct or indirect parent company thereof (or their
     estates, spouses or former spouses);

          (4) the payment of reasonable and customary fees and other
     compensation paid to, and indemnities provided on behalf of, officers,
     directors, managers, employees or consultants of the Company, any of its
     direct or indirect parent companies or any Restricted Subsidiary;

          (5) payments or loans (or cancellations of loans) to officers,
     managers, directors, consultants and employees of the Company, any of its
     direct or indirect parent companies or any Restricted Subsidiary and
     employment agreements, stock option plans and other compensatory or benefit
     arrangements with such officers, managers, directors, consultants and
     employees that are, in each case, approved by the Company in good faith;

          (6) transactions in which the Company or any Restricted Subsidiary, as
     the case may be, delivers to the Trustee a letter from an Independent
     Financial Advisor stating that such transaction is fair to the Company or
     such Restricted Subsidiary from a financial point of view or meets the
     requirements of clause (1) of Section 4.11(a) hereof;

          (7) transactions with customers, clients, suppliers, or purchasers or
     sellers of goods or services, in each case in the ordinary course of
     business and otherwise in compliance with the terms of this Indenture that
     are fair to the Company and the Restricted Subsidiaries, in the good faith
     determination of the Board of Directors or the senior management of the
     Company, or are on terms at least as favorable as might reasonably have
     been obtained at such time from an unaffiliated party;

          (8) any agreement, instrument or arrangement as in effect as of the
     Issue Date, or any amendment thereto (so long as any such amendment is not
     disadvantageous to the Holders when taken as a whole in any material
     respect as compared to the applicable agreement as in effect on the Issue
     Date as reasonably determined in good faith by the Company);

          (9) payments by the Company or any Restricted Subsidiary to any of the
     Parents for any financial advisory, financing, underwriting or placement
     services or in respect of other investment banking activities, including in
     connection with acquisitions or divestitures, which payments are approved
     by a majority of the members of the Board of Directors of the Company in
     good faith;

          (10) the existence of, or the performance by the Company or any of the
     Restricted Subsidiaries of its obligations under the terms of, any
     agreement with the stockholders of the Company or any direct or indirect
     parent of the Company or its equivalent (including any registration rights
     agreement or purchase agreement related thereto) to which it is a party as
     of the Issue Date and any similar agreements which it may enter into
     thereafter; provided, however, that the existence of, or the performance by
     the Company or any Restricted Subsidiary of obligations under any future
     amendment to any such existing agreement or under any similar agreement
     entered into after the Issue Date shall only be permitted by this clause
     (10) to the extent that the terms of any such existing agreement together
     with all amendments thereto, taken as a whole, or new agreement are not
     otherwise more disadvantageous to the Holders when taken as a whole in


                                       80



     any material respect than the terms of the original agreement in effect on
     the Issue Date as reasonably determined in good faith by the Company;

          (11) the transactions among and the payment of all premiums, fees and
     expenses related to the transactions by the Company and its Restricted
     Subsidiaries described in the Offering Circular under the caption entitled
     "The Transactions";

          (12) investments by the Parents in securities of the Company or any of
     its Restricted Subsidiaries so long as (i) the investment is being offered
     generally to other investors on the same or more favorable terms and (ii)
     the investment constitutes less than 5.0% of the proposed or outstanding
     issue amount of such class of securities;

          (13) sales or repurchases of accounts receivable, payment intangibles
     and related assets or participations therein, in connection with, or any
     other transactions relating to, any Receivables Facility;

          (14) any transaction pursuant to which MFW or any of its Affiliates
     provides the Company and/or its Restricted Subsidiaries, at their request
     and at the cost to MFW, with services, including services to be purchased
     from third-party providers, such as legal and accounting, tax, consulting,
     financial advisory, corporate governance, insurance coverage and other
     services;

          (15) the issuance of Qualified Affiliate Debt and the transactions in
     connection therewith;

          (16) any transaction contemplated by Section 4.07(b)(9), (b)(15) or
     (b)(16) hereof;

          (17) any transaction with an Affiliate in which the consideration paid
     by the Company or any Restricted Subsidiary consists only of Equity
     Interests of the Company;

          (18) any merger, consolidation or reorganization of the Company with
     an Affiliate of the Company solely for the purpose of (a) reorganizing to
     facilitate an initial public offering of securities of the Company or a
     direct or indirect parent of the Company, (b) forming or collapsing a
     holding company structure or (c) reincorporating the Company in a new
     jurisdiction; and

          (19) payments to or from, and transactions with, any joint venture in
     the ordinary course of business.

Section 4.12 Liens.

     The Company will not, and will not permit any of the Guarantors to,
directly or indirectly, create, incur, assume or otherwise cause or suffer to
exist or become effective any Lien of any kind on any asset now owned or
hereafter acquired to secure obligations under any Indebtedness, except
Permitted Liens, unless:

          (1) in the case of Liens securing Subordinated Indebtedness, the Notes
     or the applicable Guarantee of a Guarantor, as the case may be, are secured
     by a Lien on such property or assets that is senior in priority to such
     Liens; and

          (2) in all other cases, the Notes or the applicable Guarantee of a
     Guarantor, as the case may be, are equally and ratably secured;


                                       81



     provided that any Lien which is granted to secure the Notes under this
Section 4.12 shall be automatically discharged at the same time as the discharge
of the Lien (other than through the exercise of remedies with respect thereto)
that gave rise to the obligation to so secure the Notes.

Section 4.13 Business Activities.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage to any material extent in any material line of business
substantially different from those lines of business conducted by the Company
and its Restricted Subsidiaries on the Issue Date or any Similar Businesses. For
the avoidance of doubt, for purposes of this Indenture, the lines of business
conducted by the Company and its Restricted Subsidiaries on the Issue Date shall
be such lines of business after giving effect to the Transactions.

Section 4.14 Corporate Existence.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things reasonably 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 Restricted Subsidiaries other than its Immaterial
     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 Restricted Subsidiaries other than its Immaterial
     Subsidiaries (except as such would otherwise reasonably expire, be
     abandoned or permitted to lapse in the ordinary course of business),
     necessary in the normal conduct of its business);

     except in each case (other than with respect to the Company's existence) to
     the extent such failure to do so would not reasonably be expected to have a
     material adverse effect on the business, assets, operations or financial
     condition of the Company and its Subsidiaries taken as a whole or the
     ability of the Company and the Guarantors (taken as a whole) to perform
     their obligations under this Indenture or the rights of, or remedies
     available to the Trustee or the Holders under, this Indenture.

Section 4.15 Offer to Repurchase Upon Change of Control.

     (a) If a Change of Control occurs, each Holder of Notes will have the right
to require the Company to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of that Holder's Notes pursuant
to a Change of Control Offer in accordance with this Indenture (a "Change of
Control Offer"). In the Change of Control Offer, the Company will offer a
payment (such payment, a "Change of Control Payment") in cash equal to 101% of
the aggregate principal amount of Notes repurchased plus accrued and unpaid
interest and Additional Interest, 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. No later
than 45 days following any Change of Control, the Company shall 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 (the "Change of Control Payment Date"),
which date shall be no earlier than 30 days and no later than 60 days from the
date such notice is mailed and stating:


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          (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 Change of Control Payment Date;

          (3) that any Note not tendered will continue to 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 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 $2,000 in
     principal amount or a $1,000 integral multiple in excess 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 of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.15, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section 4.15 by virtue of such compliance.

     (b) On or before 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 in cash 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


                                       83



transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any.

     (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
or prior to the times and otherwise in compliance with the requirements set
forth in this Section 4.15 and purchases all Notes properly tendered and not
withdrawn under the Change of Control Offer (it being understood that such third
party may make a Change of Control Offer that is conditioned on and prior to the
occurrence of a Change of Control pursuant to this clause (1)), 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.

     (d) A Change of Control Offer may be made in advance of a Change of Control
or conditional upon such Change of Control, if a definitive agreement is in
place for the Change of Control at the time of making of the Change of Control
Offer.

Section 4.16 Limitation on Sale and Lease-Back Transactions.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any Sale and Lease-Back Transaction unless:

          (1) the Company or such Restricted Subsidiary, as applicable, could
     have (a) incurred Indebtedness in an amount equal to the Attributable Debt
     relating to such Sale and Lease-Back Transaction pursuant to Section 4.09
     hereof and (b) incurred a Lien to secure such Indebtedness without equally
     and ratably securing the Notes pursuant to Section 4.12 hereof;

          (2) the consideration received by the Company or any Restricted
     Subsidiary in connection with that Sale and Lease-Back Transaction is in an
     amount not less than 80% of the Fair Market Value of the property that is
     the subject of that Sale and Lease-Back Transaction; and

          (3) such Sale and Lease-Back Transaction does not violate Section 4.10
     hereof.

Section 4.17 Limitations on Guarantees of Indebtedness by Restricted
Subsidiaries.

     The Company will not permit any of its Wholly-Owned Subsidiaries that are
Restricted Subsidiaries (or any non-Wholly-Owned Subsidiaries if such
non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of
the Company or any Guarantor), other than a Guarantor or an Immaterial
Subsidiary, to guarantee the payment of any Indebtedness of the Company or any
other Guarantor unless:

          (1) such Restricted Subsidiary within 30 days executes and delivers a
     supplemental indenture to this Indenture, substantially in the form of
     Exhibit F hereto, providing for a Guarantee by such Restricted Subsidiary,
     except that with respect to a guarantee of Indebtedness of the Company or
     any Guarantor, that is by its express terms subordinated in right of
     payment to the Notes or such Guarantor's Guarantee, any such guarantee by
     such Restricted Subsidiary with respect to such Indebtedness shall be
     subordinated in right of payment to such Guarantee substantially to the
     same extent as such Indebtedness is subordinated to the Notes; and

          (2) such Restricted Subsidiary waives and will not in any manner
     whatsoever claim or take the benefit or advantage of, any rights of
     reimbursement, indemnity or subrogation or any


                                       84



     other rights against the Company or any other Restricted Subsidiary as a
     result of any payment by such Restricted Subsidiary under its Guarantee
     prior to payment in full of the Notes;

     provided that this Section 4.17 shall not be applicable to (x) any
guarantee of any Restricted Subsidiary that existed at the time such Person
became a Restricted Subsidiary and was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary or (y) any
guarantee of any Restricted Subsidiary that was incurred at the time such Person
became a Restricted Subsidiary, in connection with Indebtedness that (A) existed
at such time or the proceeds of which were used to make such acquisition and (B)
that is permitted to be secured by clause (18), (28) or (29) of the definition
of Permitted Liens or clause (17) of the definition of Permitted Liens (but only
to the extent relating to the refinancing, refunding, extension, renewal or
replacement of the Liens permitted under any of the foregoing clauses).

                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

     (a) The Company shall not: (i) consolidate or merge with or into another
Person (whether or not the Company is the surviving corporation); or (ii) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another Person,
unless:

          (1) the Company is the surviving corporation or the Person formed by
     or surviving any such consolidation or merger (if other than the Company)
     or to which such sale, assignment, transfer, lease, conveyance or other
     disposition shall have been made is a corporation or limited liability
     company organized or existing under the laws of the United States of
     America, any state thereof, the District of Columbia, or any territory
     thereof (the Company or such Person, as the case may be, being herein
     called the "Successor Company"); provided, that if the Successor Company is
     not a corporation, a co-issuer of the Notes will be a corporation;

          (2) the Successor Company, if other than the Company, expressly
     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) immediately after giving pro forma effect to such transaction, as
     if such transaction had occurred at the beginning of the applicable
     four-quarter period, either (i) the Company or the Successor Company would
     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 or
     (ii) the Fixed Charge Coverage Ratio for the Company or the Successor
     Company and its respective Restricted Subsidiaries for the most recently
     ended four full fiscal quarters for which internal financial statements are
     available immediately preceding the date of such transaction would be equal
     to or greater than such ratio for the Company and its Restricted
     Subsidiaries immediately prior to such transaction.

     The Successor Company will succeed to, and be substituted for, the Company
under this Indenture and the Notes, and the Company will be released from its
obligations thereunder.

     Notwithstanding this Section 5.01(a):


                                       85



          (1) any Restricted Subsidiary may consolidate with or merge into the
     Company;

          (2) the Company or any Restricted Subsidiary may transfer all or part
     of its properties and assets to a Guarantor; and

          (3) the Company may merge with an Affiliate of the Company
     incorporated solely for the purpose of reincorporating the Company in
     another state of the United States of America so long as the amount of
     Indebtedness of the Company and the Restricted Subsidiaries is not
     increased thereby.

     (b) Each Guarantor will not, and the Company will not permit any Guarantor
to, consolidate or merge with or into or wind up into (whether or not such
Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets in one
or more related transactions to, any Person unless:

          (1) (a) such Guarantor is the surviving Person or the Person formed by
     or surviving any such consolidation or merger (if other than such
     Guarantor) or to which such sale, assignment, transfer, lease, conveyance
     or other disposition will have been made is a Person organized or existing
     under the laws of the United States of America, any state thereof, the
     District of Columbia, or any territory thereof (such Guarantor or such
     Person, as the case may be, being herein called the "Successor Guarantor");
     (b) the Successor Guarantor, if other than such Guarantor, expressly
     assumes all the obligations of such Guarantor under this Indenture and such
     Guarantor's Guarantee, pursuant to supplemental indentures or other
     documents or instruments in form reasonably satisfactory to the Trustee;
     and (c) immediately after such transaction, no Event of Default exists; or

          (2) the transaction does not violate Section 4.10 hereof or is not an
     Asset Sale pursuant to the definition thereof.

     The Successor Guarantor will succeed to, and be substituted for, such
Guarantor under this Indenture and such Guarantor's Guarantee, and the Guarantor
will be released from its obligations thereunder.

     (c) Notwithstanding paragraphs (a) and (b) of this Section 5.01, any
Guarantor may (x) merge into or sell, assign, transfer, lease, convey or
otherwise dispose of (each such action being referred to in this paragraph as a
"transfer") all or part of its properties and assets to another Guarantor or the
Company, (y) transfer all or part of its properties and assets to a Restricted
Subsidiary that is not a Guarantor in a transaction that (i) does not violate
Section 4.10 hereof or is not an Asset Sale pursuant to the definition thereof
or (ii) comprised of one or more non-exclusive licenses of intellectual property
for fair value (as determined in good faith by the Company), or (z) transfer all
or part of its properties and assets to a Restricted Subsidiary that is not a
Guarantor; provided that any transfer made pursuant to this clause (z) satisfies
the following conditions:

          (1) the transferor receives consideration at the time of such transfer
     at least equal to the fair value (as determined in good faith by the
     Company) of the properties and assets transferred, such consideration to be
     in the form of cash, Cash Equivalents and/or one or more promissory notes
     made by the transferee to the transferor;

          (2) the Capital Stock of the transferee is owned by the Company or a
     Restricted Subsidiary, or by a Restricted Subsidiary the Capital Stock of
     which is owned by the Company or another Restricted Subsidiary;


                                       86



          (3) the transferee (and, if the Capital Stock of the transferee is
     owned by a Foreign Subsidiary, such owner) agrees in writing not to incur
     any Indebtedness or Preferred Stock other than:

               (a) pursuant to clauses (e), (f), (g), (i), (j), (l), (p) or (q)
          of Section 4.09(b) hereof,

               (b) Indebtedness in the nature of deferred purchase price of any
          property (including Capitalized Lease Obligations) permitted pursuant
          to Section 4.09 hereof and

               (c) other Indebtedness other than for borrowed money; and

          (4) with respect to any property and assets that are owned by the
     Company or a Guarantor on the Issue Date and subsequently transferred in
     reliance on this clause (z),

               (a) the fair value of such property and assets as of the date of
          such transfer (as determined in good faith by the Company and
          evidenced by a certificate of a Responsible Officer delivered to the
          Trustee not less than five Business Days (or such shorter time as the
          Trustee may agree) prior to such transfer), plus

               (b) the fair value of any other property or assets previously
          transferred in reliance on this clause (z) as of their respective
          dates of transfer (as determined in good faith by the Company), minus

               (c) the aggregate amount of payments of principal made on or
          before the date of the transfer in question with respect to all
          promissory notes previously delivered pursuant to this clause (z)
          shall not exceed $175.0 million.

     (d) Notwithstanding the foregoing, the Transactions (including, without
limitation, the execution by Harland and the Harland Subsidiaries of this
Indenture, the Notes and the Guarantees on the Issue Date and the merger of
certain of the Guarantors with and into Harland and the Harland Subsidiaries)
will be permitted without compliance with this Section 5.01.

     (e) For purposes of this Section 5.01, the sale, lease, conveyance,
assignment, transfer or other disposition of all or substantially all of the
properties and assets of one or more of the Restricted Subsidiaries in one or
more related transactions (other than to the Company or a Guarantor), which
properties and assets if held by the Company, instead of such Restricted
Subsidiaries, would constitute all or substantially all of the properties and
assets of the Company and its Restricted Subsidiaries on a consolidated basis
(other than to the Company or a Guarantor), shall be deemed to be the transfer
of all or substantially all of the properties and assets of the Company.

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


                                       87



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 in the case of a sale of the Company's assets (other than a sale of
all or substantially all of the Company's assets) in a transaction that is
subject to, and that complies with the provisions of, Section 5.01 hereof.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default and Remedies.

     Each of the following is an "Event of Default":

          (1) default for 30 days in the payment when due and payable of
     interest on, or Additional Interest, if any, with respect to, the Notes;

          (2) default in the payment when due and payable (at maturity, upon
     redemption or otherwise) of the principal of, or premium, if any, on, the
     Notes;

          (3) failure by the Company or any Guarantor for 60 days after receipt
     of written notice given by the Trustee or the Holders of at least 30% in
     principal amount of the then outstanding Notes issued under this Indenture
     to comply with any of its other agreements in this Indenture or the Notes;

          (4) 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 the Guarantors (or
     the payment of which is guaranteed by the Company or any of the
     Guarantors), whether such Indebtedness or guarantee now exists, or is
     created after the Issue Date, if that default both:

               (a) (i) is caused by a failure to pay principal of such
          Indebtedness prior to the expiration of the grace period provided in
          such Indebtedness on the date of such default (a "Payment Default"),
          or (ii) relates to an obligation other than the obligation to pay
          principal of any such Indebtedness at its stated final maturity and
          results in the holder or holders of such Indebtedness causing such
          Indebtedness to become due prior to its stated final maturity; and

               (b) the principal amount of such Indebtedness, together with the
          principal amount of any other such Indebtedness in default for failure
          to pay principal at stated final maturity (after giving effect to any
          applicable grace periods), or the maturity of which has been so
          accelerated, aggregate $40.0 million or more at any one time
          outstanding;

          (5) failure by the Company or any Significant Subsidiary (or any group
     of Subsidiaries that together would constitute a Significant Subsidiary) to
     pay final judgments aggregating in excess of $40.0 million and not covered
     by insurance, which final judgments remain unpaid, undischarged and
     unstayed for a period of more than 60 days after such judgment becomes
     final, and in the event such judgment is covered by insurance, an
     enforcement proceeding has been commenced by any creditor upon such
     judgment or decree which is not promptly stayed;


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          (6) 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,

               (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;

          (7) 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

          (8) the Guarantee of any Significant Subsidiary (or any group of
     Subsidiaries that together would constitute a Significant Subsidiary) shall
     for any reason cease to be in full force and effect or be declared null and
     void or any Responsible Officer of any Guarantor that is a Significant
     Subsidiary (or the Responsible Officers of any group of Subsidiaries that
     together would constitute a Significant Subsidiary), as the case may be,
     denies that it has any further liability under its Guarantee or gives
     notice to such effect, other than by reason of the termination of this
     Indenture or the release of any such Guarantee in accordance with this
     Indenture.

Section 6.02 Acceleration.

     In the case of an Event of Default specified in clause (6) or (7) of
Section 6.01 hereof, 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 30% in
aggregate principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately.


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     Upon any such declaration, the Notes shall become 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 all of the
Holders, rescind an acceleration and its consequences, if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium or Additional Interest, if
any, that has become due solely because of the acceleration) have been cured or
waived.

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 Additional
Interest, 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.

     (a) 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 waive an existing Default or Event of Default and its consequences
hereunder, or compliance with any provision of this Indenture except a
continuing Default or Event of Default in the payment of the principal of,
premium and Additional Interest, 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.

     (b) In the event of any Event of Default specified in Section 6.01(4)
hereof, such Event of Default and all consequences thereof (excluding any
resulting Payment Default) shall be annulled, waived and rescinded automatically
and without any action by the Trustee or the Holders if, within 20 days after
such Event of Default arose,

          (x) the Indebtedness or guarantee that is the basis for such Event of
     Default has been discharged,

          (y) the holders thereof have rescinded or waived the acceleration,
     notice or action (as the case may be) giving rise to such Event of Default
     or

          (z) the Default that is the basis for such Event of Default has been
     cured.

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


                                       90



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 Additional Interest, if any, when due, no Holder may pursue
a remedy with respect to this Indenture or the Notes unless:

          (1) such Holder has previously given to the Trustee written notice
     that an Event of Default is continuing;

          (2) Holders of at least 30% in aggregate principal amount of the then
     outstanding Notes make a written request to the Trustee to pursue the
     remedy;

          (3) such Holder or Holders offer and, if requested, provide to the
     Trustee security or indemnity reasonably satisfactory to the Trustee
     against any loss, liability or expense;

          (4) the Trustee has not complied with the request within 60 days after
     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.

     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 Additional
Interest, 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 Additional Interest, 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


                                       91



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.

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 Additional Interest, 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 Additional
     Interest, if any, and interest, respectively; and

          Third: to the Company or to such party as a court of competent
     jurisdiction shall direct in a final, non-appealable order.

     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 and
expenses, 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.


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                                    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,
     in the case of certificates or opinions specifically required by any
     provision hereof to be furnished to it, the Trustee will examine the
     certificates and opinions to determine whether or not they conform to the
     form required by this Indenture (but need not confirm or investigate the
     accuracy of mathematical calculations stated therein).

     (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, its own bad faith or its own willful
misconduct, except that:

          (1) this paragraph does not limit the effect of paragraph (b) of this
     Section 7.01;

          (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.


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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 of it selection and the 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 reasonably satisfactory to it against the losses, liabilities and
expenses that might be incurred by it in compliance with such request or
direction.

     (g) The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

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.


                                       94



Section 7.05 Notice of Defaults.

     If a Default or Event of Default occurs and is continuing and if it is
known to a Responsible Officer of 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 Additional Interest, 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 April 15 beginning with the April 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 Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA Section 313(b)(2). The Trustee will also transmit by mail
all reports as required by TIA Section 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 Section 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.

     (b) The Company and the Guarantors, jointly and severally, will indemnify
the Trustee against any and all losses, liabilities, claims, damages 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 is
determined by a court of competent jurisdiction to have been caused by its own
negligence or willful misconduct. 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. To the extent there exists a
conflict or a potential conflict of interest, as determined in good faith by the
Trustee, 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.


                                       95



     (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(6) or (7) hereof occurs, the expenses and the
compensation for the services (including the reasonable 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 Section 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 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


                                       96



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 Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

Section 7.11 Preferential Collection of Claims Against Company.

     The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                    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 its option evidenced by a resolution of its
Board of Directors set forth in an Officers' Certificate, elect to have either
Section 8.02 or 8.03 hereof be applied to all outstanding Notes of any
particular series 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 of any particular series and all obligations of the Guarantors
with respect to their Guarantees and such Notes (to the extent they are
Co-Issuers) 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
Guarantees) and cured all existing Events of Default, which shall 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 Guarantees
and this Indenture (and the Trustee, on demand of and


                                       97



at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following provisions which shall survive until
otherwise terminated or discharged hereunder:

          (1) the rights of Holders of outstanding Notes of any particular
     series to receive payments in respect of the principal of, or interest or
     premium and Additional Interest, if any, on, such Notes when such payments
     are due from the Funds in Trust referred to in Section 8.04 hereof;

          (2) the Company's obligations with respect any series of 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 with respect to a particular series
of Notes under the covenants contained in Sections 4.03, 4.04, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14 (except with respect to the existence of the
Company), 4.15, 4.16 and 4.17 hereof, Sections 5.01(a)(3) and 5.01(a)(4) hereof,
Sections 5.01(b) through (e) hereof and Article 10 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"), any existing failure
by the Company to comply with any such obligations shall no longer constitute an
Event of Default, and such 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 respect to the
outstanding Notes of a particular series and 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 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) and 6.01(8) hereof will not constitute Events of
Default. In addition the Guarantees will be terminated and released and the
Guarantors discharged with respect to their Guarantees and such Notes (to the
extent they are Co-Issuers) upon a Covenant Defeasance.

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:


                                       98



          (1) the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders of the series of Notes being defeased, cash
     in U.S. dollars, non-callable Government Securities, or a combination of
     cash in U.S. dollars and non-callable Government Securities ("Funds in
     Trust"), in amounts as will be sufficient to pay the principal of, or
     interest and premium and Additional Interest, if any, on, the outstanding
     Notes of such series on the stated date for payment thereof or on the
     applicable redemption date, as the case may be, and the Company must
     specify whether such 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 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 Issue Date, 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 being
          defeased 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 reasonably acceptable to
     the Trustee confirming that the Holders of the outstanding Notes being
     defeased 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 the Funds in
     Trust);

          (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 Restricted Subsidiaries is a party or by which the Company or
     any of its Restricted 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 the Notes being defeased 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, as applicable,
     have been satisfied.


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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 Additional Interest, 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 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 Additional Interest, if any, or interest
on, any Note and remaining unclaimed for two years after such principal, premium
or Additional Interest, 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 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 such Notes and the 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
Additional Interest, 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.


                                      100



                                    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
Guarantees without the consent of any Holder of Note:

          (1) to cure any ambiguity, defect, inconsistency or omission;

          (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, a Co-Issuer's or a
     Guarantor's obligations to the Holders of the Notes and Guarantees by a
     successor to the Company, such Co-Issuer's or such Guarantor pursuant to
     Article 5 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 such Holder;

          (5) to add covenants for the benefit of the Holders or to surrender
     any right or power conferred upon the Company or a Guarantor;

          (6) to comply with requirements of the SEC in order to effect or
     maintain the qualification of this Indenture under the TIA;

          (7) to conform the text of this Indenture, the Guarantees or the Notes
     to any provision of the "Description of Notes" section of the Offering
     Circular, 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 Guarantees or the Notes;

          (8) to provide for the issuance of Additional Notes or Exchange Notes
     in accordance with the limitations set forth in this Indenture as of the
     Issue Date;

          (9) to allow any Guarantor or other obligor to execute a supplemental
     indenture and/or a Guarantee with respect to the Notes;

          (10) to release a Guarantor or Co-Issuer as provided in this
     Indenture;

          (11) to make any amendment to the provisions of this Indenture
     relating to the transfer and legending of Notes provided, however, that (a)
     compliance with this Indenture as so amended would not result in Notes
     being transferred in violation of the Securities Act or any applicable
     securities law and (b) such amendment does not materially and adversely
     affect the rights of Holders to transfer Notes;

          (12) to evidence and provide the acceptance of the appointment of a
     successor Trustee under this Indenture; or

          (13) to comply with the rules of any applicable securities depositary.


                                      101



     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 or as permitted by Section
9.01, 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 Guarantees with the consent of the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes (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 or compliance with any
provision of this Indenture or the Notes or the 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 tender offer or exchange offer for, or purchase of, the
Notes); provided that (i) if any amendment, waiver or other modification would
disproportionately and adversely affect the Fixed Rate Notes or the Floating
Rate Notes, such amendment, waiver or modification shall also require the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Fixed Rate Notes or Floating Rate Notes, as the case may
be, and (ii) if any amendment, waiver or other modification would only affect
the Fixed Rate Notes or the Floating Rate Notes, only the consent of the Holders
of at least a majority in aggregate principal amount of the then outstanding
Fixed Rate Notes or Floating Rate Notes, as the case may be, will be required.

     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 may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Notes or the 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):


                                      102



          (1) reduce the principal amount of Notes whose Holders must consent to
     an amendment, supplement or waiver;

          (2) reduce the principal of or extend the fixed maturity of any Note
     or alter 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 extend 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 Additional Interest, 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) or in respect of a covenant or provision contained in this
     Indenture or any Guarantee that cannot be amended or modified without the
     consent of all Holders;

          (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
     payment of principal of, or interest or premium or Additional Interest, if
     any, on, the Notes;

          (7) except as otherwise permitted by this Indenture, release the
     Guarantee of any Significant Subsidiary (or any group of Subsidiaries that
     together would constitute a Significant Subsidiary);

          (8) make any change in these amendment and waiver provisions; or

          (9) impair the right of any Holder to receive payment of principal of,
     or interest on, such Holder's Notes on or after the due dates therefor or
     to institute suit for the enforcement of any payment on or with respect to
     such Holder's Notes.

Section 9.03 Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes will be set
forth in an 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.


                                      103



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.

     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. Neither the
Company nor any Co-Issuer may sign an amended or supplemental indenture until
the Board of Directors of the Company or such Co-Issuer, as applicable, approves
it. In executing any amended or supplemental indenture, the Trustee will be
provided with and (subject to Section 7.01 hereof) will be fully protected in
relying upon, in addition to the documents required by Section 12.04 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.

     Harland and the Harland Subsidiaries shall be permitted to execute this
Indenture, the Notes and the Guarantees on the Issue Date, and no amended or
supplemental indenture (or related Officers' Certificate or Opinion of Counsel)
shall be required to evidence the accession to this Indenture, the Notes or the
Guarantees on the Issue Date of Harland or the Harland Subsidiaries.

                                   ARTICLE 10
                                   GUARANTEES

Section 10.01. Guarantee.

     (a) Subject to this Article 10, 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 Additional Interest, 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.


                                      104



     (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 (other than complete performance)
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 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
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 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 Guarantee. The Guarantors will have the right to 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 Guarantee.

Section 10.02. 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 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
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 10, result in the obligations of such Guarantor under its Guarantee
not constituting a fraudulent transfer or conveyance.

Section 10.03. Execution and Delivery of Guarantee.

     To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor
hereby agrees that a notation of such Guarantee substantially in the form
attached as Exhibit E1 or Exhibit E2, as applicable, hereto will be endorsed by
an Officer of such Guarantor on each Note authenticated and delivered by the
Trustee after the time such Guarantor becomes a Guarantor and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.


                                      105



     Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01
hereof will remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.

     If an Officer whose signature is on this Indenture or on the Guarantee no
longer holds that office at the time the Trustee authenticates the Note on which
a Guarantee is endorsed, the Guarantee will be valid nevertheless.

     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, will constitute due delivery of the Guarantee set forth in this
Indenture on behalf of the Guarantors.

Section 10.04. Releases.

     The Guarantee of a Guarantor and such Guarantor's obligations (if any) as a
Co-Issuer shall automatically be released:

     (a) In connection with any sale, transfer 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 (after giving effect to such transaction)
the Company or a Restricted Subsidiary of the Company, if the sale, transfer or
other disposition does not violate Section 4.10 hereof or is not an Asset Sale
pursuant to the definition thereof;

     (b) In connection with any sale, transfer or other disposition of all of
the Capital Stock of that Guarantor to a Person that is not (after giving effect
to such transaction) the Company or a Restricted Subsidiary of the Company, if
the sale, transfer or other disposition does not violate Section 4.10 hereof or
is not an Asset Sale pursuant to the definition thereof;

     (c) If the Company designates such Guarantor to be an Unrestricted
Subsidiary in accordance with the applicable provisions of this Indenture;

     (d) upon Legal Defeasance or satisfaction and discharge of this Indenture
as provided in Article 8 or Article 11 hereof;

     (e) upon a sale of Capital Stock which causes such Guarantor to cease to be
a Restricted Subsidiary if such sale does not violate any of the provisions of
this Indenture;

     (f) if the Company has satisfied the conditions to Covenant Defeasance as
provided in Article 8 hereof;

     (g) if such Guarantor no longer has any obligations under any Indebtedness
that would require it to become a Guarantor pursuant to Section 4.17 hereof; or

     (h) upon a merger, sale of assets or other transaction that satisfies the
requirements of Section 5.01(c).

     Any Guarantor not released from its obligations under its Guarantee as
provided in this Section 10.04 will remain liable for the full amount of
principal of and interest and premium and Additional Interest, if any, on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 10.


                                      106



                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

     This Indenture will be discharged and will cease to be of further effect as
to all Notes of any particular series issued hereunder, when:

          (1) either:

               (a) all Notes of such series 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 of such series that have not been delivered to the
     Trustee for cancellation (i) have become due and payable by reason of the
     mailing of a notice of redemption or otherwise or (ii) will become due and
     payable within one year, and the Company or any Guarantor have irrevocably
     deposited or caused to be deposited with the Trustee as trust funds in
     trust solely for the benefit of such 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 such Notes not delivered to the
     Trustee for cancellation, including principal, premium and Additional
     Interest, if any, and accrued interest to the date of maturity or
     redemption (for the avoidance of doubt, in the case of a discharge that
     occurs in connection with a redemption that is to occur on a Make-Whole
     Redemption Date, the amount to be deposited shall be the amount that, as of
     the date of such deposit, is deemed reasonably sufficient to make such
     payment and discharge on the Make-Whole Redemption Date, in the good-faith
     determination of the Board of Directors of the Company pursuant to a Board
     Resolution and as evidenced by an Officers' Certificate);

          (2) no Default or Event of Default with respect to such Notes 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 (other
     than this Indenture) to which the Company or any Guarantor is a party or by
     which the Company or any Guarantor is bound;

          (3) the Company has paid or caused to be paid all sums payable by the
     Company under this Indenture with respect to such series of Notes; and

          (4) the Company has delivered irrevocable instructions to the Trustee
     under this Indenture to apply the deposited money toward the payment of
     such 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 11.01, the provisions of Sections 11.02 and 8.06 hereof will
survive. In addition, nothing in this Section 11.01 will be deemed to discharge


                                      107



those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

     Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the relevant series of 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
Additional Interest, 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 11.01 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 relevant
series of Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 11.01 hereof; provided that if the Company has made
any payment of principal of, premium or Additional Interest, if any, or interest
on, any such 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 12
                                  MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties will control.

Section 12.02 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 and/or any Guarantor:

     Clarke American Corp.
     10931 Laureate Drive
     San Antonio, TX 78249
     Facsimile No.: (210) 558-5254
     Attention: Chief Financial Officer

     With a copy to:

     M&F Worldwide Corp.
     35 East 62nd Street
     New York, NY 10021


                                      108



     Facsimile No: (212) 572-5056
     Attention: Barry F. Schwartz

     and

     Paul, Weiss, Rifkind, Wharton & Garrison LLP
     1285 Avenue of the Americas
     New York, NY  10019
     Facsimile No.: (212) 492-0052
     Attention: Lawrence G. Wee

     If to the Trustee:

     Wells Fargo Bank, N.A.
     Corporate Trust Services
     213 Court Street, Suite 703
     Middletown, CT 06457
     Facsimile No.: (860) 704-6219
     Attention: Joseph P. 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 Section 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 12.03 Communication by Holders of Notes with Other Holders of Notes.

     Holders may communicate pursuant to TIA Section 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 Section
312(c).

Section 12.04 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:


                                      109



          (1) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 12.05 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 12.05 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been satisfied; provided that
     no such Opinion of Counsel shall be required in connection with the
     issuance of the Initial Notes on the Issue Date.

Section 12.05 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 Section 314(a)(4)) must comply with the provisions of TIA
Section 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. Any opinion of Counsel may
     be subject to customary assumptions and qualifications.

Section 12.06 Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar, Paying Agent or Calculation Agent may make reasonable
rules and set reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees,
Stockholders or Controlling Persons.

     No director, officer, employee, incorporator, stockholder or controlling
person of the Company or any Guarantor or any of their parent companies, as
such, will have any liability for any obligations of the Company or the
Guarantors under the Notes, this Indenture, the Guarantees, the Registration
Rights Agreement 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.


                                      110



Section 12.08 Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE 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 12.09 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 12.10 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 and Co-Issuer, as applicable, in
this Indenture and the Notes, as applicable, will bind its successors, except as
otherwise provided in Section 10.04 hereof.

Section 12.11 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 12.12 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 12.13 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.

Section 12.14 Force Majeure.

     In no event shall the Trustee be responsible or liable for any failure or
delay in the performance of its obligations hereunder arising out of or caused
by, directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.

                         [Signatures on following page]


                                      111



                                   SIGNATURES

     IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the day and year first written above.


                                        CLARKE AMERICAN CORP.


                                        By: /s/ Judy C. Norris
                                            ------------------------------------
                                            Name:  Judy C. Norris
                                            Title: Vice President, General
                                                   Counsel & Secretary


                                        B2DIRECT, INC.


                                        By: /s/ Peter A. Fera
                                            ------------------------------------
                                            Name:  Peter A. Fera
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        CENTRALIA HOLDING CORP.


                                        By: /s/ Peter A. Fera
                                            ------------------------------------
                                            Name:  Peter A. Fera
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        CHECKS IN THE MAIL, INC.


                                        By: /s/ Peter A. Fera
                                            ------------------------------------
                                            Name:  Peter A. Fera
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        CLARKE AMERICAN CHECKS, INC.


                                        By: /s/ Peter A. Fera
                                            ------------------------------------
                                            Name:  Peter A. Fera
                                            Title: Executive Vice President and
                                                   Chief Financial Officer




                                        H ACQUISITION CORP.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Vice President and
                                                   Assistant Secretary


                                        HARLAND CHECKS AND SERVICES, INC.


                                        By: /s/ Peter A. Fera
                                            ------------------------------------
                                            Name:  Peter A. Fera
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        HARLAND FINANCIAL SOLUTIONS, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Vice President and
                                                   Assistant Secretary


                                        HFS CORE SYSTEMS, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Vice President and
                                                   Assistant Secretary


                                        HFS SCANTRON HOLDINGS CORP.


                                        By: /s/ Peter A. Fera
                                            ------------------------------------
                                            Name:  Peter A. Fera
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        JOHN H. HARLAND COMPANY


                                        By: /s/ Peter A. Fera
                                            ------------------------------------
                                            Name: Peter A. Fera
                                            Title: Executive Vice President and
                                                   Chief Financial Officer




                                        JOHN H. HARLAND COMPANY OF PUERTO RICO


                                        By: /s/ Peter A. Fera
                                            ------------------------------------
                                            Name:  Peter A. Fera
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        NEW CS, INC.


                                        By: /s/ Peter A. Fera
                                            ------------------------------------
                                            Name:  Peter A. Fera
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        NEW SCH, INC.


                                        By: /s/ Peter A. Fera
                                            ------------------------------------
                                            Name:  Peter A. Fera
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        NEW SCSFH, INC.


                                        By: /s/ Peter A. Fera
                                            ------------------------------------
                                            Name:  Peter A. Fera
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        NEW SFH, INC.


                                        By: /s/ Peter A. Fera
                                            ------------------------------------
                                            Name:  Peter A. Fera
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        SCANTRON CORPORATION


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Vice President and
                                                   Assistant Secretary




                                        WELLS FARGO BANK, N.A., AS TRUSTEE


                                        By: /s/ Joseph P. O'Donnell
                                            ------------------------------------
                                            Name:  Joseph P. O'Donnell
                                            Title: Vice President


                                                                      EXHIBIT A1

                                 [Face of Note]
- --------------------------------------------------------------------------------

                                                         CUSIP/CINS ____________

                       Senior Floating Rate Notes due 2015

No. _____                                                          $____________

                              CLARKE AMERICAN CORP.
        AND THE CO-ISSUERS LISTED ON THE "SCHEDULE OF CO-ISSUERS" HERETO

each promise to pay to _______________ or registered assigns,

the principal sum of __________________________________________________________
DOLLARS on May 15, 2015.

Interest Payment Dates: February 15, May 15, August 15 and November 15

Record Dates: February 1, May 1, August 1 and November 1

Dated: ___________, 20-


                                        CLARKE AMERICAN CORP.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        B2DIRECT, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        CHECKS IN THE MAIL, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        CLARKE AMERICAN CHECKS, INC.

                                      A1-1





                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        H ACQUISITION CORP.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NEW CS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NEW SCH, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NEW SCSFH, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NEW SFH, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        HARLAND CHECKS AND SERVICES, INC.

                                      A1-2




                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        HARLAND FINANCIAL SOLUTIONS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        HFS CORE SYSTEMS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        JOHN H. HARLAND COMPANY


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        SCANTRON CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        [CO-ISSUER]

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

WELLS FARGO BANK, N.A.,
as Trustee


                                      A1-3




By:
    ---------------------------------
          Authorized Signatory


                                      A1-4



                                 [Back of Note]
                       Senior Floating Rate Notes due 2015

[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]

[Insert the OID 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. Clarke American Corp., a Delaware corporation (the
     "Company"), and the entities listed on the "Schedule of Co-Issuers" hereto
     (the "Co-Issuers"), jointly and severally, promise to pay interest on the
     principal amount of this Floating Rate Note at the Applicable LIBOR Rate
     plus 475 basis points from ________, 20__ until maturity and shall pay the
     Additional Interest, if any, payable pursuant to the Registration Rights
     Agreement referred to below. The Company and the Co-Issuers, jointly and
     severally, will pay interest and Additional Interest, if any, quarterly in
     arrears on February 15, May 15, August 15 and November 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 Floating Rate 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
     Floating Rate 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 and the Co-Issuers, jointly and severally, 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 Additional Interest, 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 and the Co-Issuers, jointly and
     severally, will pay interest on the Floating Rate Notes (except defaulted
     interest) and Additional Interest, if any, to the Persons who are
     registered Holders of Floating Rate Notes at the close of business on the
     February 1, May 1, August 1 and November 1 next preceding the Interest
     Payment Date, even if such Floating Rate 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
     Floating Rate Notes will be payable as to principal, premium and Additional
     Interest, if any, and interest at the office or agency of the Paying Agent
     and Registrar (which initially will be the office of the Trustee), or, at
     the option of the Company, payment of interest and Additional Interest, 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 Additional Interest, if any, on, all Global Notes
     and all other Floating Rate 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.


                                      A1-5



          (3) PAYING AGENT, REGISTRAR AND CALCULATION AGENT. Initially, Wells
     Fargo Bank, N.A., the Trustee under the Indenture, will act as Paying
     Agent, Registrar and Calculation Agent. The Company may change any Paying
     Agent, Registrar or Calculation Agent without notice to any Holder. The
     Company or any of its Subsidiaries may act in any such capacity.

          (4) INDENTURE. The Company and Co-Issuers issued the Floating Rate
     Notes under an Indenture dated as of May 1, 2007 (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 Floating Rate Notes are subject to all such
     terms, and Holders are referred to the Indenture and the TIA for a
     statement of such terms. To the extent any provision of this Floating Rate
     Note conflicts with the express provisions of the Indenture, the provisions
     of the Indenture shall govern and be controlling. The Floating Rate Notes
     are unsecured obligations of the Company and the Co-Issuers on a joint and
     several basis. The Indenture does not limit the aggregate principal amount
     of Floating Rate Notes that may be issued thereunder.

          (5) OPTIONAL REDEMPTION.

               (a) Except as set forth below in this Paragraph 5, the Company
     will not have the option to redeem the Floating Rate Notes prior to May 15,
     2009. On or after May 15, 2009, the Company may redeem the Floating Rate
     Notes, in whole or in part, upon not less than 30 nor more than 60 days'
     notice (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 Floating Rate Notes or a satisfaction and discharge of
     the Indenture), at the redemption prices (expressed as percentages of
     principal amount) set forth below plus accrued and unpaid interest and
     Additional Interest, if any, on the Floating Rate Notes redeemed to the
     applicable redemption date, if redeemed during the twelve-month period
     beginning on May 15 of the years indicated below, subject to the right of
     Holders of Floating Rate Notes on the relevant record date to receive
     interest on the relevant Interest Payment Date:

     Year                     Percentage
     ----                     ----------
     2009..................    102.000%
     2010..................    101.000%
     2011 and thereafter...    100.000%

               (b) At any time prior to May 15, 2009, the Company may, on any
     one or more occasions, redeem up to 35% of the sum of the aggregate
     principal amount of all Floating Rate Notes issued under the Indenture
     (including the principal amount of any Additional Floating Rate Notes
     issued under the Indenture and without duplication with respect to Exchange
     Floating Rate Notes issued under the Indenture) at a redemption price equal
     to 100% of the aggregate principal amount of the Floating Rate Notes
     redeemed, plus a premium equal to the interest rate per annum on the
     Floating Rate Notes in effect on the date on which notice of redemption is
     given, plus accrued and unpaid interest, and Additional Interest, if any,
     thereon to the redemption date, with the net cash proceeds of one or more
     Equity Offerings of the Company; provided that at least 50% of the
     aggregate principal amount of Floating Rate Notes issued under the
     Indenture (excluding Floating Rate Notes held by the Company and its
     Subsidiaries, but including any Additional Floating Rate Notes and without
     duplication with respect to Exchange Floating Rate Notes issued under the
     Indenture) remain outstanding immediately after the occurrence of each such
     redemption; and each such redemption occurs within 90 days of the closing
     of each such Equity Offering.


                                      A1-6



               (c) At any time prior to May 15, 2009, the Company may, in one or
     more instances, also redeem all or a part of the Floating Rate Notes, upon
     not less than 30 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 Floating Rate Notes redeemed plus the
     Applicable Premium as of the date of redemption, and accrued and unpaid
     interest and Additional Interest, if any, to such redemption date (the
     "Make-Whole Redemption Date"), subject to the rights of Holders of the
     Floating Rate Notes on the relevant record date to receive interest due on
     the relevant Interest Payment Date.

          (6) MANDATORY REDEMPTION. The Company and the Co-Issuers are not
     required to make mandatory redemption or sinking fund payments with respect
     to the Floating Rate Notes.

          (7) REPURCHASE AT THE OPTION OF HOLDER.

               (a) If a Change of Control occurs, the Company will make an offer
     (a "Change of Control Offer") to each Holder to repurchase all or any part
     (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
     that Holder's Floating Rate Notes at a purchase price in cash equal to 101%
     of the aggregate principal amount of Floating Rate Notes repurchased plus
     accrued and unpaid interest and Additional Interest, if any, on the
     Floating Rate Notes repurchased to the date of purchase, subject to the
     rights of Holders of Floating Rate Notes on the relevant record date to
     receive interest due on the relevant Interest Payment Date (the "Change of
     Control Payment"). No later than 45 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.

               (b) If the Company or a Restricted Subsidiary of the Company
     consummates any Asset Sale and the aggregate amount of Excess Proceeds
     exceeds $45.0 million, within 30 days thereof, the Company will make an
     offer to (i) all Holders of Notes (ii) all holders of Indebtedness to be
     repaid pursuant to Section 4.10(b)(1)(x) of the Indenture and (iii) all
     holders of other Indebtedness that is pari passu in right of payment with
     the Notes containing provisions similar to Section 3.09 of 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 "Asset Sale Offer"). The offer price in any Asset Sale Offer will be
     equal to 100% of the principal amount plus accrued and unpaid interest and
     Additional Interest, if any, to the date of purchase, and will be payable
     in cash. The Company may satisfy the foregoing obligations with respect to
     any Net Proceeds from an Asset Sale by making an Asset Sale Offer with
     respect to such Net Proceeds prior to the expiration of the relevant 450
     days or with respect to Excess Proceeds of $45.0 million or less. If any
     Excess Proceeds remain after consummation of an Asset Sale Offer, the
     Company and any Restricted Subsidiary may use those Excess Proceeds for any
     purpose not otherwise prohibited by the Indenture, including, without
     limitation, the making of Restricted Payments otherwise permitted under the
     terms of 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 Notes and such other pari passu
     Indebtedness shall be purchased on a pro rata basis (with such adjustments
     for authorized denominations). Upon completion of each Asset Sale Offer,
     the amount of Excess Proceeds will be reset at zero. The Company at its
     election may retain or use any Excess Designated Proceeds for any purpose,
     including, if applicable, to make any Restricted Payment otherwise
     permitted under the terms of the Indenture. Holders of Floating Rate 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


                                      A1-7



     Floating Rate Notes purchased by completing the form entitled "Option of
     Holder to Elect Purchase" attached to the Floating Rate 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 Floating Rate 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 Floating Rate Notes or a satisfaction or discharge of the Indenture.
     Floating Rate Notes in denominations larger than $2,000 may be redeemed in
     part but only in whole multiples of $1,000, unless all of the Floating Rate
     Notes held by a Holder are to be redeemed.

          (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Floating Rate Notes are in
     registered form without coupons in denominations of $2,000 and integral
     multiples of $1,000 in excess thereof. The transfer of Floating Rate Notes
     may be registered and Floating Rate 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
     Floating Rate Notes for a period of 15 days before a selection of Floating
     Rate 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 Floating Rate
     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 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, without
     limitation, consents obtained in connection with a tender offer or exchange
     offer for, or purchase of, the Notes), and any existing Default or Event or
     Default or compliance with any provision of the Indenture or the Notes or
     the 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 tender offer or
     exchange offer for, or purchase of, the Notes). Without the consent of any
     Holder of a Note, the Indenture or the Notes or the Guarantees may be
     amended or supplemented to cure any ambiguity, defect, inconsistency or
     omission; to provide for uncertificated Notes in addition to or in place of
     certificated Notes; to provide for the assumption of the Company's, a
     Co-Issuer's or a Guarantor's obligations to Holders of the Notes and
     Guarantees by a successor to the Company, such Co-Issuer or such Guarantor
     pursuant to Article 5 of the Indenture; 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 add covenants for the benefit of the Holders or to
     surrender any right or power conferred upon the Company or a Guarantor; 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, the Guarantees or the Notes to any provision of the "Description
     of Notes" section of the Offering Circular 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 Guarantees or the Notes; to
     provide for the issuance of Additional Notes or Exchange Notes in
     accordance with the limitations set forth in the Indenture as of the Issue
     Date; to allow any Guarantor or other obligor to execute a supplemental
     indenture to the Indenture and/or a Guarantee with respect to the Notes; to
     release a Guarantor or Co-Issuer


                                      A1-8



     as provided in the Indenture; to make any amendment to the provisions of
     the Indenture relating to the transfer and legending of Notes provided,
     however, that (a) compliance with the Indenture as so amended would not
     result in Notes being transferred in violation of the Securities Act or any
     applicable securities law and (b) such amendment does not materially and
     adversely affect the rights of Holders to transfer Notes; to evidence and
     provide the acceptance of the appointment of a successor Trustee under the
     Indenture; or to comply with the rules of any applicable securities
     depositary.

          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for
     30 days in the payment when due and payable of interest on, or Additional
     Interest, if any, with respect to, the Floating Rate Notes; (ii) default in
     the payment when due and payable (at maturity, upon redemption or
     otherwise) of the principal of, or premium, if any, on, the Floating Rate
     Notes; (iii) failure by the Company or any Guarantor for 60 days after
     receipt of written notice given by the Trustee or the Holders of at least
     30% in principal amount of the then outstanding Notes issued under the
     Indenture to comply with any of its other agreements in the Indenture or
     the Floating Rate Notes; (iv) 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
     the Guarantors (or the payment of which is guaranteed by the Company or any
     of the Guarantors), whether such Indebtedness or guarantee now exists, or
     is created after the Issue Date, if that default both: (a) (A) is caused by
     a failure to pay principal of 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) relates to an obligation other than the
     obligation to pay principal of any such Indebtedness at its stated final
     maturity and results in the holder or holders of such Indebtedness causing
     such Indebtedness to become due prior to its stated final maturity; and (b)
     the principal amount of such Indebtedness, together with the principal
     amount of any other such Indebtedness in default for failure to pay
     principal at stated final maturity (after giving effect to any applicable
     grace periods), or the maturity of which has been so accelerated, aggregate
     $40.0 million or more at any one time outstanding; (v) failure by the
     Company or any Significant Subsidiary (or any group of Subsidiaries that
     together would constitute a Significant Subsidiary) to pay final judgments
     aggregating in excess of $40.0 million and not covered by insurance, which
     final judgments remain unpaid, undischarged and unstayed for a period of
     more than 60 days after such judgment becomes final, and in the event such
     judgment is covered by insurance, an enforcement proceeding has been
     commenced by any creditor upon such judgment or decree which is not
     promptly stayed; (vi) certain events of bankruptcy or insolvency with
     respect to the Company or any Significant Subsidiary (or any group of
     Subsidiaries that together would constitute a Significant Subsidiary); or
     (vii) the Guarantee of any Significant Subsidiary (or any group of
     Subsidiaries that together would constitute a Significant Subsidiary) shall
     for any reason cease to be in full force and effect or be declared null and
     void or any Responsible Officer of any Guarantor that is a Significant
     Subsidiary (or the Responsible Officers of any group of Subsidiaries that
     together would constitute a Significant Subsidiary), as the case may be,
     denies that it has any further liability under its Guarantee or gives
     notice to such effect, other than by reason of the termination of the
     Indenture or the release of any such Guarantee in accordance with the
     Indenture. If any Event of Default occurs and is continuing, the Trustee or
     the Holders of at least 30% 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 Company is
     required to deliver to the Trustee annually a statement


                                      A1-9



     regarding compliance with the Indenture, and the Company is required,
     within 10 Business Days of any Officer becoming aware of any Default or
     Event of Default, to deliver to the Trustee an Officers' Certificate
     specifying such Default or Event of Default and what action the Company is
     taking or proposes to take with respect thereto.

          (13) 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.

          (14) NO RECOURSE AGAINST OTHERS. No director, officer, employee,
     incorporator, stockholder or controlling person of the Company or any of
     the Guarantors or any of their parent companies, as such, will have any
     liability for any obligations of the Company or the Guarantors under the
     Floating Rate Notes, the Guarantees, the Indenture or the Registration
     Rights Agreement or for any claim based on, in respect of, or by reason of,
     such obligations or their creation. Each Holder of Floating Rate Notes by
     accepting a Floating Rate Note waives and releases all such liability. The
     waiver and release are part of the consideration for the issuance of the
     Floating Rate Notes. The waiver may not be effective to waive liabilities
     under the federal securities laws.

          (15) AUTHENTICATION. This Floating Rate Note will not be valid until
     authenticated by the manual signature of the Trustee or an authenticating
     agent.

          (16) 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).

          (17) ADDITIONAL RIGHTS OF HOLDERS. In addition to the rights provided
     to Holders of Floating Rate 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 May 1,
     2007, 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").

          (18) 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 Floating Rate 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 Floating Rate Notes or as contained in any notice
     of redemption, and reliance may be placed only on the other identification
     numbers placed thereon.

          (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
     GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS FLOATING RATE NOTE AND
     THE 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.


                                     A1-10



     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:

Clarke American Corp.
10931 Laureate Drive
San Antonio, TX 78249
Attention: Chief Financial Officer


                                     A1-11



                                 ASSIGNMENT FORM

     To assign this Floating Rate Note, fill in the form below:

(I) or (we) assign and transfer this Floating Rate 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 Floating Rate 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 Floating Rate Note)


Signature Guarantee*:
                      ---------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                      A1-12



                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Floating Rate 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 this Floating Rate 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 Floating Rate Note)

                                           Tax Identification No.:
                                                                   -------------

Signature Guarantee*:
                      ---------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                      A1-13



             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:



                       Amount of          Amount of       Principal Amount
                      decrease in        increase in     of this Global Note      Signature of
                   Principal Amount   Principal Amount     following such      authorized officer
                          of                 of               decrease            of Trustee or
Date of Exchange   this Global Note   this Global Note      (or increase)           Custodian
- ----------------   ----------------   ----------------   -------------------   ------------------




                             SCHEDULE OF CO-ISSUERS

     The following are the Co-Issuers of the Floating Rate Notes represented by
this Note:

Name                                                   Jurisdiction of Formation
- ----                                                   -------------------------












*    This schedule should be included only if the Floating Rate Note is issued
     in global form.


                                      A1-14



                                                                      EXHIBIT A2

                                 [Face of Note]
- --------------------------------------------------------------------------------

                                                         CUSIP/CINS ____________

                     9.50% Senior Fixed Rate Notes due 2015

No. ___                                                            $____________

                              CLARKE AMERICAN CORP.
        AND THE CO-ISSUERS LISTED ON THE "SCHEDULE OF CO-ISSUERS" HERETO

each promise to pay to _____________________ or registered assigns,

the principal sum of __________________________________________________________
DOLLARS on May 15, 2015.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Dated: _________, 20-


                                        CLARKE AMERICAN CORP.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        B2DIRECT, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        CHECKS IN THE MAIL, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        CLARKE AMERICAN CHECKS, INC.


                                      A2-1




                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        H ACQUISITION CORP.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NEW CS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NEW SCH, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NEW SCSFH, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NEW SFH, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        HARLAND CHECKS AND SERVICES, INC.


                                      A2-2




                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        HARLAND FINANCIAL SOLUTIONS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        HFS CORE SYSTEMS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        JOHN H. HARLAND COMPANY


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        SCANTRON CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        [CO-ISSUER]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

WELLS FARGO BANK, N.A.,
   as Trustee


                                      A2-3




By:
    ---------------------------------
           Authorized Signatory


                                      A2-4



                                 [Back of Note]
                     9.50% Senior Fixed Rate Notes due 2015

[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]

[Insert the OID 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. Clarke American Corp., a Delaware corporation (the
     "Company"), and the entities listed on the "Schedule of Co-Issuers" hereto
     (the "Co-Issuers"), jointly and severally, promise to pay interest on the
     principal amount of this Fixed Rate Note at 9.50% per annum from ________,
     20__ until maturity and shall pay the Additional Interest, if any, payable
     pursuant to the Registration Rights Agreement referred to below. The
     Company and the Co-Issuers, jointly and severally, will pay interest and
     Additional Interest, if any, semi-annually in arrears on May 15 and
     November 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 Fixed Rate 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 Fixed Rate 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 and the Co-Issuers, jointly and
     severally, 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 Additional Interest, 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 and the Co-Issuers, jointly and
     severally, will pay interest on the Fixed Rate Notes (except defaulted
     interest) and Additional Interest, if any, to the Persons who are
     registered Holders of Fixed Rate Notes at the close of business on the May
     1 or November 1 next preceding the Interest Payment Date, even if such
     Fixed Rate 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 Fixed Rate Notes will be payable as
     to principal, premium and Additional Interest, if any, and interest at the
     office or agency of the Paying Agent and Registrar (which initially will be
     the office of the Trustee), or, at the option of the Company, payment of
     interest and Additional Interest, 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
     Additional Interest, if any, on, all Global Notes and all other Fixed Rate
     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.


                                      A2-5



          (3) PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, N.A., the
     Trustee under the Indenture, will act as Paying Agent and Registrar. The
     Company may change any Paying Agent and Registrar without notice to any
     Holder. The Company or any of its Subsidiaries may act in any such
     capacity.

          (4) INDENTURE. The Company and Co-Issuers issued the Fixed Rate Notes
     under an Indenture dated as of May 1, 2007 (the "Indenture") among the
     Company, the Guarantors and the Trustee. The terms of the Fixed Rate Notes
     include those stated in the Indenture and those made part of the Indenture
     by reference to the TIA. The Fixed Rate Notes are subject to all such
     terms, and Holders are referred to the Indenture and the TIA for a
     statement of such terms. To the extent any provision of this Fixed Rate
     Note conflicts with the express provisions of the Indenture, the provisions
     of the Indenture shall govern and be controlling. The Fixed Rate Notes are
     unsecured obligations of the Company and the Co-Issuers on a joint and
     several basis. The Indenture does not limit the aggregate principal amount
     of Fixed Rate Notes that may be issued thereunder.

          (5) OPTIONAL REDEMPTION.

               (a) Except as set forth below in this Paragraph 5, the Company
     will not have the option to redeem the Fixed Rate Notes prior to May 15,
     2011. On or after May 15, 2011, the Company may, in one or more instances,
     redeem all or a part of the Fixed Rate Notes upon not less than 30 nor more
     than 60 days' notice (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), at the redemption prices (expressed as percentages of
     principal amount of the Fixed Rate Notes to be redeemed) set forth below
     plus accrued and unpaid interest and Additional Interest, if any, on the
     Fixed Rate Notes redeemed, to the applicable redemption date, if redeemed
     during the twelve-month period beginning on May 15 of the years indicated
     below, subject to the rights of Holders of Fixed Rate Notes on the relevant
     record date to receive interest on the relevant Interest Payment Date:

     Year                                                             Percentage
     --------------------------------------------------------------   ----------
     2011 .........................................................    104.750%
     2012 .........................................................    102.375%
     2013 and thereafter...........................................    100.000%

               (b) At any time prior to May 15, 2010, the Company may, on any
     one or more occasions, redeem up to 35% of the aggregate principal amount
     of Fixed Rate Notes issued under the Indenture (including the principal
     amount of any Additional Fixed Rate Notes issued under the Indenture and
     without duplication with respect to Exchange Fixed Rate Notes issued under
     the Indenture) at a redemption price equal to 109.500% of the principal
     amount of the Fixed Rate Notes redeemed, plus accrued and unpaid interest
     and Additional Interest, if any, to the redemption date, with the net cash
     proceeds of one or more Equity Offerings of the Company; provided that at
     least 50% of the aggregate principal amount of Fixed Rate Notes issued
     under the Indenture (excluding Fixed Rate Notes held by the Company and its
     Subsidiaries, but including any Additional Fixed Rate Notes and without
     duplication with respect to Exchange Fixed Rate Notes issued under the
     Indenture) remains outstanding immediately after the occurrence of such
     redemption; and that such redemption occurs within 90 days after the date
     of the closing of any such Equity Offering.

               (c) At any time prior to May 15, 2011, the Company may, in one or
     more instances, also redeem all or a part of the Fixed Rate Notes, upon not
     less than 30 nor more than 60 days' prior notice mailed by first-class mail
     to each Holder's registered address, at a


                                      A2-6



     redemption price equal to 100% of the principal amount of Fixed Rate Notes
     redeemed plus the Applicable Premium as of the date of redemption, and
     accrued and unpaid interest and Additional Interest, if any, to such
     redemption date (the "Make-Whole Redemption Date"), subject to the rights
     of Holders of the Fixed Rate Notes on the relevant record date to receive
     interest due on the relevant Interest Payment Date.

          (6) MANDATORY REDEMPTION. The Company and the Co-Issuers are not
     required to make mandatory redemption or sinking fund payments with respect
     to the Fixed Rate Notes.

          (7) REPURCHASE AT THE OPTION OF HOLDER.

               (a) If a Change of Control occurs, the Company will make an offer
     (a "Change of Control Offer") to each Holder to repurchase all or any part
     (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
     that Holder's Fixed Rate Notes at a purchase price in cash equal to 101% of
     the aggregate principal amount of Fixed Rate Notes repurchased plus accrued
     and unpaid interest and Additional Interest, if any, on the Fixed Rate
     Notes repurchased to the date of purchase, subject to the rights of Holders
     of Fixed Rate Notes on the relevant record date to receive interest due on
     the relevant Interest Payment Date (the "Change of Control Payment"). No
     later than 45 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.

               (b) If the Company or a Restricted Subsidiary of the Company
     consummates any Asset Sale and the aggregate amount of Excess Proceeds
     exceeds $45.0 million, within 30 days thereof, the Company will make an
     offer to (i) all Holders of Notes (ii) all holders of Indebtedness to be
     repaid pursuant to Section 4.10(b)(1)(x) of the Indenture and (iii) all
     holders of other Indebtedness that is pari passu in right of payment with
     the Notes containing provisions similar to Section 3.09 of 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 "Asset Sale Offer"). The offer price in any Asset Sale Offer will be
     equal to 100% of the principal amount plus accrued and unpaid interest and
     Additional Interest, if any, to the date of purchase, and will be payable
     in cash. The Company may satisfy the foregoing obligations with respect to
     any Net Proceeds from an Asset Sale by making an Asset Sale Offer with
     respect to such Net Proceeds prior to the expiration of the relevant 450
     days or with respect to Excess Proceeds of $45.0 million or less. If any
     Excess Proceeds remain after consummation of an Asset Sale Offer, the
     Company and any Restricted Subsidiary may use those Excess Proceeds for any
     purpose not otherwise prohibited by the Indenture, including, without
     limitation, the making of Restricted Payments otherwise permitted under the
     terms of 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 Notes and such other pari passu
     Indebtedness shall be purchased on a pro rata basis (with such adjustments
     for authorized denominations). Upon completion of each Asset Sale Offer,
     the amount of Excess Proceeds will be reset at zero. The Company at its
     election may retain or use any Excess Designated Proceeds for any purpose,
     including, if applicable, to make any Restricted Payment otherwise
     permitted under the terms of the Indenture. Holders of Fixed Rate 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 Fixed Rate Notes purchased by completing the form entitled
     "Option of Holder to Elect Purchase" attached to the Fixed Rate Notes.


                                      A2-7



          (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 Fixed Rate 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 Fixed Rate Notes or a satisfaction or discharge of the Indenture. Fixed
     Rate Notes in denominations larger than $2,000 may be redeemed in part but
     only in whole multiples of $1,000, unless all of the Fixed Rate Notes held
     by a Holder are to be redeemed.

          (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Fixed Rate Notes are in
     registered form without coupons in denominations of $2,000 and integral
     multiples of $1,000 in excess thereof. The transfer of Fixed Rate Notes may
     be registered and Fixed Rate 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 Fixed Rate Note or portion of a Fixed Rate Note selected
     for redemption, except for the unredeemed portion of any Fixed Rate Note
     being redeemed in part. Also, the Company need not exchange or register the
     transfer of any Fixed Rate Notes for a period of 15 days before a selection
     of Fixed Rate 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 Fixed Rate 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 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, without
     limitation, consents obtained in connection with a tender offer or exchange
     offer for, or purchase of, the Notes), and any existing Default or Event or
     Default or compliance with any provision of the Indenture or the Notes or
     the 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 tender offer or
     exchange offer for, or purchase of, the Notes). Without the consent of any
     Holder of a Note, the Indenture or the Notes or the Guarantees may be
     amended or supplemented to cure any ambiguity, defect, inconsistency or
     omission; to provide for uncertificated Notes in addition to or in place of
     certificated Notes; to provide for the assumption of the Company's, a
     Co-Issuer's or a Guarantor's obligations to Holders of the Notes and
     Guarantees by a successor to the Company, such Co-Issuer or such Guarantor
     pursuant to Article 5 of the Indenture; 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 add covenants for the benefit of the Holders or to
     surrender any right or power conferred upon the Company or a Guarantor; 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, the Guarantees or the Notes to any provision of the "Description
     of Notes" section of the Offering Circular 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 Guarantees or the Notes; to
     provide for the issuance of Additional Notes or Exchange Notes in
     accordance with the limitations set forth in the Indenture as of the Issue
     Date; to allow any Guarantor or other obligor to execute a supplemental
     indenture to the Indenture and/or a Guarantee with respect to the Notes; to
     release a Guarantor or Co-Issuer as provided in the Indenture; to make any
     amendment to the provisions of the Indenture relating to the transfer and
     legending of Notes provided, however, that (a) compliance with the
     Indenture


                                      A2-8



     as so amended would not result in Notes being transferred in violation of
     the Securities Act or any applicable securities law and (b) such amendment
     does not materially and adversely affect the rights of Holders to transfer
     Notes; to evidence and provide the acceptance of the appointment of a
     successor Trustee under the Indenture; or to comply with the rules of any
     applicable securities depositary.

          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for
     30 days in the payment when due and payable of interest on, or Additional
     Interest, if any, with respect to, the Fixed Rate Notes; (ii) default in
     the payment when due and payable (at maturity, upon redemption or
     otherwise) of the principal of, or premium, if any, on, the Fixed Rate
     Notes; (iii) failure by the Company or any Guarantor for 60 days after
     receipt of written notice given by the Trustee or the Holders of at least
     30% in principal amount of the then outstanding Notes issued under the
     Indenture to comply with any of its other agreements in the Indenture or
     the Fixed Rate Notes; (iv) 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
     the Guarantors (or the payment of which is guaranteed by the Company or any
     of the Guarantors), whether such Indebtedness or guarantee now exists, or
     is created after the Issue Date, if that default both: (a) (A) is caused by
     a failure to pay principal of 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) relates to an obligation other than the
     obligation to pay principal of any such Indebtedness at its stated final
     maturity and results in the holder or holders of such Indebtedness causing
     such Indebtedness to become due prior to its stated final maturity; and (b)
     the principal amount of such Indebtedness, together with the principal
     amount of any other such Indebtedness in default for failure to pay
     principal at stated final maturity (after giving effect to any applicable
     grace periods), or the maturity of which has been so accelerated, aggregate
     $40.0 million or more at any one time outstanding; (v) failure by the
     Company or any Significant Subsidiary (or any group of Subsidiaries that
     together would constitute a Significant Subsidiary) to pay final judgments
     aggregating in excess of $40.0 million and not covered by insurance, which
     final judgments remain unpaid, undischarged and unstayed for a period of
     more than 60 days after such judgment becomes final, and in the event such
     judgment is covered by insurance, an enforcement proceeding has been
     commenced by any creditor upon such judgment or decree which is not
     promptly stayed; (vi) certain events of bankruptcy or insolvency with
     respect to the Company or any Significant Subsidiary (or any group of
     Subsidiaries that together would constitute a Significant Subsidiary); or
     (vii) the Guarantee of any Significant Subsidiary (or any group of
     Subsidiaries that together would constitute a Significant Subsidiary) shall
     for any reason cease to be in full force and effect or be declared null and
     void or any Responsible Officer of any Guarantor that is a Significant
     Subsidiary (or the Responsible Officers of any group of Subsidiaries that
     together would constitute a Significant Subsidiary), as the case may be,
     denies that it has any further liability under its Guarantee or gives
     notice to such effect, other than by reason of the termination of the
     Indenture or the release of any such Guarantee in accordance with the
     Indenture. If any Event of Default occurs and is continuing, the Trustee or
     the Holders of at least 30% 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 Company is
     required to deliver to the Trustee annually a statement regarding
     compliance with the Indenture, and the Company is required, within 10
     Business Days of any Officer becoming aware of any Default or Event of
     Default, to deliver to the Trustee an


                                      A2-9



     Officers' Certificate specifying such Default or Event of Default and what
     action the Company is taking or proposes to take with respect thereto.

          (13) 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.

          (14) NO RECOURSE AGAINST OTHERS. No director, officer, employee,
     incorporator, stockholder or controlling person of the Company or any of
     the Guarantors or any of their parent companies, as such, will have any
     liability for any obligations of the Company or the Guarantors under the
     Fixed Rate Notes, the Guarantees, the Indenture or the Registration Rights
     Agreement or for any claim based on, in respect of, or by reason of, such
     obligations or their creation. Each Holder of Fixed Rate Notes by accepting
     a Fixed Rate Note waives and releases all such liability. The waiver and
     release are part of the consideration for the issuance of the Fixed Rate
     Notes. The waiver may not be effective to waive liabilities under the
     federal securities laws.

          (15) AUTHENTICATION. This Fixed Rate Note will not be valid until
     authenticated by the manual signature of the Trustee or an authenticating
     agent.

          (16) 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).

          (17) ADDITIONAL RIGHTS OF HOLDERS. In addition to the rights provided
     to Holders of Fixed Rate 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 May 1, 2007, 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").

          (18) 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 Fixed Rate 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 Fixed Rate Notes or as contained in any notice of
     redemption, and reliance may be placed only on the other identification
     numbers placed thereon.

          (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
     GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS FIXED RATE NOTE AND THE
     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:


                                     A2-10



Clarke American Corp.
10931 Laureate Drive
San Antonio, TX 78249
Attention: Chief Financial Officer


                                     A2-11



                                 ASSIGNMENT FORM

     To assign this Fixed Rate Note, fill in the form below:

(I) or (we) assign and transfer this Fixed Rate 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 Fixed Rate 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 Fixed Rate Note)


Signature Guarantee*:
                      -------------------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                      A2-12



Option of Holder to Elect Purchase

     If you want to elect to have this Fixed Rate 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 this Fixed Rate 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 Fixed Rate Note)

                                           Tax Identification No.:
                                                                   -------------


Signature Guarantee*:
                      -------------------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                      A2-13



             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:



                       Amount of          Amount of       Principal Amount
                      decrease in        increase in     of this Global Note      Signature of
                   Principal Amount   Principal Amount     following such      authorized officer
                          of                 of               decrease             of Trustee
Date of Exchange   this Global Note   this Global Note      (or increase)         or Custodian
- ----------------   ----------------   ----------------   -------------------   ------------------




                             SCHEDULE OF CO-ISSUERS

     The following are the Co-Issuers of the Fixed Rate Notes represented by
this Note:

Name                                                   Jurisdiction of Formation
- ----                                                   -------------------------












*    This schedule should be included only if the Fixed Rate Note is issued in
     global form.


                                      A2-14



                                                                      EXHIBIT A3

                  [Face of Regulation S Temporary Global Note]
- --------------------------------------------------------------------------------

                                                           CUSIP/CINS __________

                       Senior Floating Rate Notes due 2015

No. ___                                                              $__________

                              CLARKE AMERICAN CORP.
        AND THE CO-ISSUERS LISTED ON THE "SCHEDULE OF CO-ISSUERS" HERETO

promises to pay to ____________ or registered assigns,

the principal sum of __________________________________________________________
DOLLARS on May 15, 2005.

Interest Payment Dates: February 15, May 15, August 15 and November 15

Record Dates: February 1, May 1, August 1 and November 1

Dated: _______________, 200_


                                             CLARKE AMERICAN CORP.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             B2DIRECT, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             CHECKS IN THE MAIL, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                      A3-1




                                             CLARKE AMERICAN CHECKS, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             H ACQUISITION CORP.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             NEW CS, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             NEW SCH, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             NEW SCSFH, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             NEW SFH, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                      A3-2




                                             HARLAND CHECKS AND SERVICES, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             HARLAND FINANCIAL SOLUTIONS, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             HFS CORE SYSTEMS, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             JOHN H. HARLAND COMPANY


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             SCANTRON CORPORATION


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             [CO-ISSUER]


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                      A3-3




This is one of the Notes referred to
in the within-mentioned Indenture:

WELLS FARGO BANK, N.A.,
   as Trustee


By:
    ---------------------------------
           Authorized Signatory


                                      A3-4



                  [Back of Regulation S Temporary Global Note]
                       Senior Floating Rate Notes due 2015

[Insert the OID Legend, if applicable pursuant to the provisions of the
Indenture]

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 CLARKE AMERICAN CORP.

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.

THE SECURITY (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 (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO
A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS


                                      A3-5



OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE
SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH
TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO CLARKE AMERICAN
CORP. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF CLARKE AMERICAN CORP. SO
REQUESTS), (2) TO CLARKE AMERICAN CORP. OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN (A) ABOVE.

     Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

          (1) INTEREST. Clarke American Corp., a Delaware corporation (the
     "Company"), and the entities listed on the "Schedule of Co-Issuers" hereto
     (the "Co-Issuers"), jointly and severally, promise to pay interest on the
     principal amount of this Floating Rate Note at the Applicable LIBOR Rate
     plus 475 basis points from ________________, 20__ until maturity and shall
     pay the Additional Interest, if any, payable pursuant to the Registration
     Rights Agreement referred to below. The Company and the Co-Issuers, jointly
     and severally, will pay interest and Additional Interest, if any, quarterly
     in arrears on February 15, May 15, August 15 and November 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 Floating Rate 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
     Floating Rate 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 and the Co-Issuers, jointly and severally, 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 Additional Interest, 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; 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.


                                      A3-6



          (2) METHOD OF PAYMENT. The Company and the Co-Issuers, jointly and
     severally, will pay interest on the Floating Rate Notes (except defaulted
     interest) and Additional Interest, if any, to the Persons who are
     registered Holders of Floating Rate Notes at the close of business on the
     February 1, May 1, August 1 and November 1 next preceding the Interest
     Payment Date, even if such Floating Rate 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
     Floating Rate Notes will be payable as to principal, premium and Additional
     Interest, if any, and interest at the office or agency of the Paying Agent
     and Registrar (which initially will be the office of the Trustee), or, at
     the option of the Company, payment of interest and Additional Interest, 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 Additional Interest, if any, on, all Global Notes
     and all other Floating Rate 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.

          (3) PAYING AGENT, REGISTRAR AND CALCULATION AGENT. Initially, Wells
     Fargo Bank, N.A., the Trustee under the Indenture, will act as Paying
     Agent, Registrar and Calculation Agent. The Company may change any Paying
     Agent, Registrar or Calculation Agent without notice to any Holder. The
     Company or any of its Subsidiaries may act in any such capacity.

          (4) INDENTURE. The Company and Co-Issuers issued the Floating Rate
     Notes under an Indenture dated as of May 1, 2007 (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 Floating Rate Notes are subject to all such
     terms, and Holders are referred to the Indenture and the TIA for a
     statement of such terms. To the extent any provision of this Floating Rate
     Note conflicts with the express provisions of the Indenture, the provisions
     of the Indenture shall govern and be controlling. The Floating Rate Notes
     are unsecured obligations of the Company and the Co-Issuers on a joint and
     several basis. The Indenture does not limit the aggregate principal amount
     of Floating Rate Notes that may be issued thereunder.

          (5) OPTIONAL REDEMPTION.

               (a) Except as set forth below in this Paragraph 5, the Company
     will not have the option to redeem the Floating Rate Notes prior to May 15,
     2009. On or after May 15, 2009, the Company may redeem the Floating Rate
     Notes, in whole or in part, upon not less than 30 nor more than 60 days'
     notice (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 Floating Rate Notes or a satisfaction and discharge of
     the Indenture), at the redemption prices (expressed as percentages of
     principal amount) set forth below plus accrued and unpaid interest and
     Additional Interest, if any, on the Floating Rate Notes redeemed to the
     applicable redemption date, if redeemed during the twelve-month period
     beginning on May 15 of the years indicated below, subject to the right of
     Holders of Floating Rate Notes on the relevant record date to receive
     interest on the relevant Interest Payment Date:

     Year                                                    Percentage
     ----                                                    ----------
     2009.................................................    102.000%
     2010.................................................    101.000%
     2011 and thereafter..................................    100.000%


                                      A3-7



               (b) At any time prior to May 15, 2009, the Company may, on any
     one or more occasions, redeem up to 35% of the sum of the aggregate
     principal amount of all Floating Rate Notes issued under the Indenture
     (including the principal amount of any Additional Floating Rate Notes
     issued under the Indenture and without duplication with respect to Exchange
     Floating Rate Notes issued under the Indenture) at a redemption price equal
     to 100% of the aggregate principal amount of the Floating Rate Notes
     redeemed, plus a premium equal to the interest rate per annum on the
     Floating Rate Notes in effect on the date on which notice of redemption is
     given, plus accrued and unpaid interest, and Additional Interest, if any,
     thereon to the redemption date, with the net cash proceeds of one or more
     Equity Offerings of the Company; provided that at least 50% of the
     aggregate principal amount of Floating Rate Notes issued under the
     Indenture (excluding Floating Rate Notes held by the Company and its
     Subsidiaries, but including any Additional Floating Rate Notes and without
     duplication with respect to Exchange Floating Rate Notes issued under the
     Indenture) remain outstanding immediately after the occurrence of each such
     redemption; and each such redemption occurs within 90 days of the closing
     of each such Equity Offering.

               (c) At any time prior to May 15, 2009, the Company may, in one or
     more instances, also redeem all or a part of the Floating Rate Notes, upon
     not less than 30 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 Floating Rate Notes redeemed plus the
     Applicable Premium as of the date of redemption, and accrued and unpaid
     interest and Additional Interest, if any, to such redemption date (the
     "Make-Whole Redemption Date"), subject to the rights of Holders of the
     Floating Rate Notes on the relevant record date to receive interest due on
     the relevant Interest Payment Date.

          (6) MANDATORY REDEMPTION. The Company and the Co-Issuers are not
     required to make mandatory redemption or sinking fund payments with respect
     to the Floating Rate Notes.

          (7) REPURCHASE AT THE OPTION OF HOLDER.

               (a) If a Change of Control occurs, the Company will make an offer
     (a "Change of Control Offer") to each Holder to repurchase all or any part
     (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
     that Holder's Floating Rate Notes at a purchase price in cash equal to 101%
     of the aggregate principal amount of Floating Rate Notes repurchased plus
     accrued and unpaid interest and Additional Interest, if any, on the
     Floating Rate Notes repurchased to the date of purchase, subject to the
     rights of Holders of Floating Rate Notes on the relevant record date to
     receive interest due on the relevant Interest Payment Date (the "Change of
     Control Payment"). No later than 45 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.

               (b) If the Company or a Restricted Subsidiary of the Company
     consummates any Asset Sale and the aggregate amount of Excess Proceeds
     exceeds $45.0 million, within 30 days thereof, the Company will make an
     offer to (i) all Holders of Notes (ii) all holders of Indebtedness to be
     repaid pursuant to Section 4.10(b)(1)(x) of the Indenture and (iii) all
     holders of other Indebtedness that is pari passu in right of payment with
     the Notes containing provisions similar to Section 3.09 of 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 "Asset Sale Offer"). The offer price in any Asset Sale Offer will be
     equal to 100% of the principal amount


                                      A3-8



     plus accrued and unpaid interest and Additional Interest, if any, to the
     date of purchase, and will be payable in cash. The Company may satisfy the
     foregoing obligations with respect to any Net Proceeds from an Asset Sale
     by making an Asset Sale Offer with respect to such Net Proceeds prior to
     the expiration of the relevant 450 days or with respect to Excess Proceeds
     of $45.0 million or less. If any Excess Proceeds remain after consummation
     of an Asset Sale Offer, the Company and any Restricted Subsidiary may use
     those Excess Proceeds for any purpose not otherwise prohibited by the
     Indenture, including, without limitation, the making of Restricted Payments
     otherwise permitted under the terms of 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 Notes and
     such other pari passu Indebtedness shall be purchased on a pro rata basis
     (with such adjustments for authorized denominations). Upon completion of
     each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.
     The Company at its election may retain or use any Excess Designated
     Proceeds for any purpose, including, if applicable, to make any Restricted
     Payment otherwise permitted under the terms of the Indenture. Holders of
     Floating Rate 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 Floating Rate Notes purchased by completing
     the form entitled "Option of Holder to Elect Purchase" attached to the
     Floating Rate 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 Floating Rate 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 Floating Rate Notes or a satisfaction or discharge of the Indenture.
     Floating Rate Notes in denominations larger than $2,000 may be redeemed in
     part but only in whole multiples of $1,000, unless all of the Floating Rate
     Notes held by a Holder are to be redeemed.

          (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Floating Rate Notes are in
     registered form without coupons in denominations of $2,000 and integral
     multiples of $1,000 in excess thereof. The transfer of Floating Rate Notes
     may be registered and Floating Rate 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
     Floating Rate Notes for a period of 15 days before a selection of Floating
     Rate Notes to be redeemed or during the period between a record date and
     the corresponding Interest Payment Date.

          This Regulation S Temporary Global Note is exchangeable in whole or in
     part for one or more Global Notes only (i) on or after the termination of
     the 40-day distribution compliance period (as defined in Regulation S) and
     (ii) upon presentation of certificates (accompanied by an Opinion of
     Counsel, if applicable) required by Article 2 of the Indenture. Upon
     exchange of this Regulation S Temporary Global Note for one or more Global
     Notes, the Trustee shall cancel this Regulation S Temporary Global Note.

          (10) PERSONS DEEMED OWNERS. The registered Holder of a Floating Rate
     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 Guarantees may be amended or supplemented
     with the consent of


                                      A3-9



     the Holders of at least a majority in aggregate principal amount of the
     then outstanding Notes (including, without limitation, consents obtained in
     connection with a tender offer or exchange offer for, or purchase of, the
     Notes), and any existing Default or Event or Default or compliance with any
     provision of the Indenture or the Notes or the 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 tender offer or exchange offer for, or
     purchase of, the Notes). Without the consent of any Holder of a Note, the
     Indenture or the Notes or the Guarantees may be amended or supplemented to
     cure any ambiguity, defect, inconsistency or omission; to provide for
     uncertificated Notes in addition to or in place of certificated Notes; to
     provide for the assumption of the Company's, a Co-Issuer's or a Guarantor's
     obligations to Holders of the Notes and Guarantees by a successor to the
     Company, such Co-Issuer or such Guarantor pursuant to Article 5 of the
     Indenture; 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 add covenants for
     the benefit of the Holders or to surrender any right or power conferred
     upon the Company or a Guarantor; 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, the Guarantees or the Notes to
     any provision of the "Description of Notes" section of the Offering
     Circular 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 Guarantees or the Notes; to provide for the issuance of Additional
     Notes or Exchange Notes in accordance with the limitations set forth in the
     Indenture as of the Issue Date; to allow any Guarantor or other obligor to
     execute a supplemental indenture to the Indenture and/or a Guarantee with
     respect to the Notes; to release a Guarantor or Co-Issuer as provided in
     the Indenture; to make any amendment to the provisions of the Indenture
     relating to the transfer and legending of Notes provided, however, that (a)
     compliance with the Indenture as so amended would not result in Notes being
     transferred in violation of the Securities Act or any applicable securities
     law and (b) such amendment does not materially and adversely affect the
     rights of Holders to transfer Notes; to evidence and provide the acceptance
     of the appointment of a successor Trustee under the Indenture; or to comply
     with the rules of any applicable securities depositary.

          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for
     30 days in the payment when due of interest on, or Additional Interest, if
     any, with respect to, the Floating Rate Notes; (ii) default in the payment
     when due (at maturity, upon redemption or otherwise) of the principal of,
     or premium, if any, on, the Floating Rate Notes; (iii) failure by the
     Company or any Guarantor for 60 days after receipt of written notice given
     by the Trustee or the Holders of at least 30% in principal amount of the
     then outstanding Notes issued under the Indenture to comply with any of its
     other agreements in the Indenture or the Floating Rate Notes; (iv) 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 the Guarantors (or the payment of which
     is guaranteed by the Company or any of the Guarantors), whether such
     Indebtedness or guarantee now exists, or is created after the Issue Date,
     if that default both: (a) (A) is caused by a failure to pay principal of
     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)
     relates to an obligation other than the obligation to pay principal of any
     such Indebtedness at its stated final maturity and results in the holder or
     holders of such Indebtedness causing such Indebtedness to become due prior
     to its stated final maturity; and (b) the principal amount of such
     Indebtedness, together with the principal amount of any other such
     Indebtedness in default for failure to pay principal at stated final
     maturity (after giving effect to any applicable grace periods), or the
     maturity of which has been so accelerated, aggregate $40.0 million or more
     at any one time outstanding; (v) failure by the Company or any Significant


                                      A3-10



     Subsidiary (or any group of Subsidiaries that together would constitute a
     Significant Subsidiary) to pay final judgments aggregating in excess of
     $40.0 million and not covered by insurance, which final judgments remain
     unpaid, undischarged and unstayed for a period of more than 60 days after
     such judgment becomes final, and in the event such judgment is covered by
     insurance, an enforcement proceeding has been commenced by any creditor
     upon such judgment or decree which is not promptly stayed; (vi) certain
     events of bankruptcy or insolvency with respect to the Company or any
     Significant Subsidiary (or any group of Subsidiaries that together would
     constitute a Significant Subsidiary); or (vii) the Guarantee of any
     Significant Subsidiary (or any group of Subsidiaries that together would
     constitute a Significant Subsidiary) shall for any reason cease to be in
     full force and effect or be declared null and void or any Responsible
     Officer of any Guarantor that is a Significant Subsidiary (or the
     Responsible Officers of any group of Subsidiaries that together would
     constitute a Significant Subsidiary), as the case may be, denies that it
     has any further liability under its Guarantee or gives notice to such
     effect, other than by reason of the termination of the Indenture or the
     release of any such Guarantee in accordance with the Indenture. If any
     Event of Default occurs and is continuing, the Trustee or the Holders of at
     least 30% 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 Company is required to deliver to
     the Trustee annually a statement regarding compliance with the Indenture,
     and the Company is required, within 10 Business Days of any Officer
     becoming aware of any Default or Event of Default, to deliver to the
     Trustee an Officers' Certificate specifying such Default or Event of
     Default and what action the Company is taking or proposes to take with
     respect thereto.

          (13) 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.

          (14) NO RECOURSE AGAINST OTHERS. No director, officer, employee,
     incorporator, stockholder or controlling person of the Company or any of
     the Guarantors or any of their parent companies, as such, will have any
     liability for any obligations of the Company or the Guarantors under the
     Floating Rate Notes, the Guarantees, the Indenture or the Registration
     Rights Agreement or for any claim based on, in respect of, or by reason of,
     such obligations or their creation. Each Holder of Floating Rate Notes by
     accepting a Floating Rate Note waives and releases all such liability. The
     waiver and release are part of the consideration for the issuance of the
     Floating Rate Notes. The waiver may not be effective to waive liabilities
     under the federal securities laws.

          (15) AUTHENTICATION. This Floating Rate Note will not be valid until
     authenticated by the manual signature of the Trustee or an authenticating
     agent.

          (16) 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).


                                      A3-11



          (17) ADDITIONAL RIGHTS OF HOLDERS. In addition to the rights provided
     to Holders of Floating Rate Notes under the Indenture, Holders of this
     Regulation S Temporary Global Note will have all the rights set forth in
     the Registration Rights Agreement dated as of May 1, 2007, 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").

          (18) 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 Floating Rate 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 Floating Rate Notes or as contained in any notice
     of redemption, and reliance may be placed only on the other identification
     numbers placed thereon.

          (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
     GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS FLOATING RATE NOTE AND
     THE 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:

Clarke American Corp.
10931 Laureate Drive
San Antonio, TX 78249
Attention: Chief Financial Officer


                                      A3-12



                                 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: _______________


                                        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).


                                     A3-13



                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Floating Rate 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 this Floating Rate 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 Floating Rate Note)

                                        Tax Identification No.: ________________


Signature Guarantee*:
                      ---------------------------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                      A3-14



  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:




                       Amount of             Amount of           Principal Amount
                      decrease in           increase in         of this Global Note   Signature of
                   Principal Amount       Principal Amount       following such     authorized officer
                           of                   of                   decrease        of Trustee or
Date of Exchange      Global Note          Global Note            (or increase)        Custodian
- ----------------   ------------------   ------------------   ----------------------   ------------



                             SCHEDULE OF CO-ISSUERS

     The following are the Co-Issuers of the Floating Rate Notes represented by
this Note:

                  Name                      Jurisdiction of Formation
                  ----                      -------------------------













                                     A3-15



                                                                      EXHIBIT A4

                  [Face of Regulation S Temporary Global Note]
- --------------------------------------------------------------------------------

                                                           CUSIP/CINS __________

                     9.50% Senior Fixed Rate Notes due 2015

No. ___                                                            $____________

                              CLARKE AMERICAN CORP.
        AND THE CO-ISSUERS LISTED ON THE "SCHEDULE OF CO-ISSUERS" HERETO

each promise to pay to ______________ or registered assigns,

the principal sum of __________________________________________________________
DOLLARS on May 15, 2015.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Dated: _________, 20-


                                        CLARKE AMERICAN CORP.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        B2DIRECT, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        CHECKS IN THE MAIL, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      A4-1




                                        CLARKE AMERICAN CHECKS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        H ACQUISITION CORP.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NEW CS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NEW SCH, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NEW SCSFH, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        NEW SFH, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      A4-2




                                        HARLAND CHECKS AND SERVICES, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        HARLAND FINANCIAL SOLUTIONS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        HFS CORE SYSTEMS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        JOHN H. HARLAND COMPANY


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        SCANTRON CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        [CO-ISSUER]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

This is one of the Notes referred to
in the within-mentioned Indenture:


                                      A4-3



WELLS FARGO BANK, N.A.,
as Trustee


By:
    ------------------------------------
            Authorized Signatory


                                      A4-4



                  [Back of Regulation S Temporary Global Note]
                     9.50% Senior Fixed Rate Notes due 2015

[Insert the OID Legend, if applicable pursuant to the provisions of the
Indenture]

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 CLARKE AMERICAN CORP.

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.

THE SECURITY (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 (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO
A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS


                                      A4-5



OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE
SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH
TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO CLARKE AMERICAN
CORP. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF CLARKE AMERICAN CORP. SO
REQUESTS), (2) TO CLARKE AMERICAN CORP. OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN (A) ABOVE.

     Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

          (1) INTEREST. Clarke American Corp., a Delaware corporation (the
     "Company"), and the entities listed on the "Schedule of Co-Issuers" hereto
     (the "Co-Issuers"), jointly and severally, promise to pay interest on the
     principal amount of this Fixed Rate Note at 9.50% per annum from ________,
     20__ until maturity and shall pay the Additional Interest, if any, payable
     pursuant to the Registration Rights Agreement referred to below. The
     Company and the Co-Issuers, jointly and severally, will pay interest and
     Additional Interest, if any, semi-annually in arrears on May 15 and
     November 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 Fixed Rate 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 Fixed Rate 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 and the Co-Issuers, jointly and
     severally, 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 Additional Interest, 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; 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.


                                      A4-6



          (2) METHOD OF PAYMENT. The Company and the Co-Issuers, jointly and
     severally, will pay interest on the Fixed Rate Notes (except defaulted
     interest) and Additional Interest, if any, to the Persons who are
     registered Holders of Fixed Rate Notes at the close of business on the May
     1 or November 1 next preceding the Interest Payment Date, even if such
     Fixed Rate 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 Fixed Rate Notes will be payable as
     to principal, premium and Additional Interest, if any, and interest at the
     office or agency of the Paying Agent and Registrar (which initially will be
     the office of the Trustee), or, at the option of the Company, payment of
     interest and Additional Interest, 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
     Additional Interest, if any, on, all Global Notes and all other Fixed Rate
     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.

          (3) PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, N.A., the
     Trustee under the Indenture, will act as Paying Agent and Registrar. The
     Company may change any Paying Agent and Registrar without notice to any
     Holder. The Company or any of its Subsidiaries may act in any such
     capacity.

          (4) INDENTURE. The Company and Co-Issuers issued the Fixed Rate Notes
     under an Indenture dated as of May 1, 2007 (the "Indenture") among the
     Company, the Guarantors and the Trustee. The terms of the Fixed Rate Notes
     include those stated in the Indenture and those made part of the Indenture
     by reference to the TIA. The Fixed Rate Notes are subject to all such
     terms, and Holders are referred to the Indenture and the TIA for a
     statement of such terms. To the extent any provision of this Fixed Rate
     Note conflicts with the express provisions of the Indenture, the provisions
     of the Indenture shall govern and be controlling. The Fixed Rate Notes are
     unsecured obligations of the Company and the Co-Issuers on a joint and
     several basis. The Indenture does not limit the aggregate principal amount
     of Fixed Rate Notes that may be issued thereunder.

          (5) OPTIONAL REDEMPTION.

               (a) Except as set forth below in this Paragraph 5, the Company
     will not have the option to redeem the Fixed Rate Notes prior to May 15,
     2011. On or after May 15, 2011, the Company may, in one or more instances,
     redeem all or a part of the Fixed Rate Notes upon not less than 30 nor more
     than 60 days' notice (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), at the redemption prices (expressed as percentages of
     principal amount of the Fixed Rate Notes to be redeemed) set forth below
     plus accrued and unpaid interest and Additional Interest, if any, on the
     Fixed Rate Notes redeemed, to the applicable redemption date, if redeemed
     during the twelve-month period beginning on May 15 of the years indicated
     below, subject to the rights of Holders of Fixed Rate Notes on the relevant
     record date to receive interest on the relevant Interest Payment Date:

     Year                                                     Percentage
     -----------------------                                  ----------
     2011 .................................................    104.750%
     2012 .................................................    102.375%
     2013 and thereafter ..................................    100.000%


                                      A4-7



               (b) At any time prior to May 15, 2010, the Company may, on any
     one or more occasions, redeem up to 35% of the aggregate principal amount
     of Fixed Rate Notes issued under the Indenture (including the principal
     amount of any Additional Fixed Rate Notes issued under the Indenture and
     without duplication with respect to Exchange Fixed Rate Notes issued under
     the Indenture) at a redemption price equal to 109.500% of the principal
     amount of the Fixed Rate Notes redeemed, plus accrued and unpaid interest
     and Additional Interest, if any, to the redemption date, with the net cash
     proceeds of one or more Equity Offerings of the Company; provided that at
     least 50% of the aggregate principal amount of Fixed Rate Notes issued
     under the Indenture (excluding Fixed Rate Notes held by the Company and its
     Subsidiaries, but including any Additional Fixed Rate Notes and without
     duplication with respect to Exchange Fixed Rate Notes issued under the
     Indenture) remains outstanding immediately after the occurrence of such
     redemption; and that such redemption occurs within 90 days after the date
     of the closing of any such Equity Offering.

               (c) At any time prior to May 15, 2011, the Company may, in one or
     more instances, also redeem all or a part of the Fixed Rate Notes, upon not
     less than 30 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 Fixed Rate Notes redeemed plus the Applicable
     Premium as of the date of redemption, and accrued and unpaid interest and
     Additional Interest, if any, to such redemption date (the "Make-Whole
     Redemption Date"), subject to the rights of Holders of the Fixed Rate Notes
     on the relevant record date to receive interest due on the relevant
     Interest Payment Date.

          (6) MANDATORY REDEMPTION. The Company and the Co-Issuers are not
     required to make mandatory redemption or sinking fund payments with respect
     to the Fixed Rate Notes.

          (7) REPURCHASE AT THE OPTION OF HOLDER.

               (a) If a Change of Control occurs, the Company will make an offer
     (a "Change of Control Offer") to each Holder to repurchase all or any part
     (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
     that Holder's Fixed Rate Notes at a purchase price in cash equal to 101% of
     the aggregate principal amount of Fixed Rate Notes repurchased plus accrued
     and unpaid interest and Additional Interest, if any, on the Fixed Rate
     Notes repurchased to the date of purchase, subject to the rights of Holders
     of Fixed Rate Notes on the relevant record date to receive interest due on
     the relevant Interest Payment Date (the "Change of Control Payment"). No
     later than 45 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.

               (b) If the Company or a Restricted Subsidiary of the Company
     consummates any Asset Sale and the aggregate amount of Excess Proceeds
     exceeds $45.0 million, within 30 days thereof, the Company will make an
     offer to (i) all Holders of Notes (ii) all holders of Indebtedness to be
     repaid pursuant to Section 4.10(b)(1)(x) of the Indenture and (iii) all
     holders of other Indebtedness that is pari passu in right of payment with
     the Notes containing provisions similar to Section 3.09 of 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 "Asset Sale Offer"). The offer price in any Asset Sale Offer will be
     equal to 100% of the principal amount plus accrued and unpaid interest and
     Additional Interest, if any, to the date of purchase, and will be payable
     in cash. The Company may satisfy the foregoing obligations with respect to
     any Net Proceeds from an Asset Sale by making an Asset Sale Offer with
     respect to such Net Proceeds


                                      A4-8



     prior to the expiration of the relevant 450 days or with respect to Excess
     Proceeds of $45.0 million or less. If any Excess Proceeds remain after
     consummation of an Asset Sale Offer, the Company and any Restricted
     Subsidiary may use those Excess Proceeds for any purpose not otherwise
     prohibited by the Indenture, including, without limitation, the making of
     Restricted Payments otherwise permitted under the terms of 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 Notes and such other pari passu Indebtedness shall be
     purchased on a pro rata basis (with such adjustments for authorized
     denominations). Upon completion of each Asset Sale Offer, the amount of
     Excess Proceeds will be reset at zero. The Company at its election may
     retain or use any Excess Designated Proceeds for any purpose, including, if
     applicable, to make any Restricted Payment otherwise permitted under the
     terms of the Indenture. Holders of Fixed Rate 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 Fixed Rate
     Notes purchased by completing the form entitled "Option of Holder to Elect
     Purchase" attached to the Fixed Rate 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 Fixed Rate 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 Fixed Rate Notes or a satisfaction or discharge of the Indenture. Fixed
     Rate Notes in denominations larger than $2,000 may be redeemed in part but
     only in whole multiples of $1,000, unless all of the Fixed Rate Notes held
     by a Holder are to be redeemed.

          (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Fixed Rate Notes are in
     registered form without coupons in denominations of $2,000 and integral
     multiples of $1,000 in excess thereof. The transfer of Fixed Rate Notes may
     be registered and Fixed Rate 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 Fixed Rate Note or portion of a Fixed Rate Note selected
     for redemption, except for the unredeemed portion of any Fixed Rate Note
     being redeemed in part. Also, the Company need not exchange or register the
     transfer of any Fixed Rate Notes for a period of 15 days before a selection
     of Fixed Rate Notes to be redeemed or during the period between a record
     date and the corresponding Interest Payment Date.

          This Regulation S Temporary Global Note is exchangeable in whole or in
     part for one or more Global Notes only (i) on or after the termination of
     the 40-day distribution compliance period (as defined in Regulation S) and
     (ii) upon presentation of certificates (accompanied by an Opinion of
     Counsel, if applicable) required by Article 2 of the Indenture. Upon
     exchange of this Regulation S Temporary Global Note for one or more Global
     Notes, the Trustee shall cancel this Regulation S Temporary Global Note.

          (10) PERSONS DEEMED OWNERS. The registered Holder of a Fixed Rate 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 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, without
     limitation, consents obtained in connection with a tender offer or exchange


                                      A4-9



     offer for, or purchase of, the Notes), and any existing Default or Event or
     Default or compliance with any provision of the Indenture or the Notes or
     the 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 tender offer or
     exchange offer for, or purchase of, the Notes). Without the consent of any
     Holder of a Note, the Indenture or the Notes or the Guarantees may be
     amended or supplemented to cure any ambiguity, defect, inconsistency or
     omission; to provide for uncertificated Notes in addition to or in place of
     certificated Notes; to provide for the assumption of the Company's, a
     Co-Issuer's or a Guarantor's obligations to Holders of the Notes and
     Guarantees by a successor to the Company, such Co-Issuer or such Guarantor
     pursuant to Article 5 of the Indenture; 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 add covenants for the benefit of the Holders or to
     surrender any right or power conferred upon the Company or a Guarantor; 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, the Guarantees or the Notes to any provision of the "Description
     of Notes" section of the Offering Circular 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 Guarantees or the Notes; to
     provide for the issuance of Additional Notes or Exchange Notes in
     accordance with the limitations set forth in the Indenture as of the Issue
     Date; to allow any Guarantor or other obligor to execute a supplemental
     indenture to the Indenture and/or a Guarantee with respect to the Notes; to
     release a Guarantor or Co-Issuer as provided in the Indenture; to make any
     amendment to the provisions of the Indenture relating to the transfer and
     legending of Notes provided, however, that (a) compliance with the
     Indenture as so amended would not result in Notes being transferred in
     violation of the Securities Act or any applicable securities law and (b)
     such amendment does not materially and adversely affect the rights of
     Holders to transfer Notes; to evidence and provide the acceptance of the
     appointment of a successor Trustee under the Indenture; or to comply with
     the rules of any applicable securities depositary.

          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for
     30 days in the payment when due and payable of interest on, or Additional
     Interest, if any, with respect to, the Fixed Rate Notes; (ii) default in
     the payment when due and payable (at maturity, upon redemption or
     otherwise) of the principal of, or premium, if any, on, the Fixed Rate
     Notes; (iii) failure by the Company or any Guarantor for 60 days after
     receipt of written notice given by the Trustee or the Holders of at least
     30% in principal amount of the then outstanding Notes issued under the
     Indenture to comply with any of its other agreements in the Indenture or
     the Fixed Rate Notes; (iv) 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
     the Guarantors (or the payment of which is guaranteed by the Company or any
     of the Guarantors), whether such Indebtedness or guarantee now exists, or
     is created after the Issue Date, if that default both: (a) (A) is caused by
     a failure to pay principal of 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) relates to an obligation other than the
     obligation to pay principal of any such Indebtedness at its stated final
     maturity and results in the holder or holders of such Indebtedness causing
     such Indebtedness to become due prior to its stated final maturity; and (b)
     the principal amount of such Indebtedness, together with the principal
     amount of any other such Indebtedness in default for failure to pay
     principal at stated final maturity (after giving effect to any applicable
     grace periods), or the maturity of which has been so accelerated, aggregate
     $40.0 million or more at any one time outstanding; (v) failure by the
     Company or any Significant Subsidiary (or any group of Subsidiaries that
     together would constitute a Significant Subsidiary) to pay final judgments
     aggregating in excess of $40.0 million


                                      A4-10



     and not covered by insurance, which final judgments remain unpaid,
     undischarged and unstayed for a period of more than 60 days after such
     judgment becomes final, and in the event such judgment is covered by
     insurance, an enforcement proceeding has been commenced by any creditor
     upon such judgment or decree which is not promptly stayed; (vi) certain
     events of bankruptcy or insolvency with respect to the Company or any
     Significant Subsidiary (or any group of Subsidiaries that together would
     constitute a Significant Subsidiary); or (vii) the Guarantee of any
     Significant Subsidiary (or any group of Subsidiaries that together would
     constitute a Significant Subsidiary) shall for any reason cease to be in
     full force and effect or be declared null and void or any Responsible
     Officer of any Guarantor that is a Significant Subsidiary (or the
     Responsible Officers of any group of Subsidiaries that together would
     constitute a Significant Subsidiary), as the case may be, denies that it
     has any further liability under its Guarantee or gives notice to such
     effect, other than by reason of the termination of the Indenture or the
     release of any such Guarantee in accordance with the Indenture. If any
     Event of Default occurs and is continuing, the Trustee or the Holders of at
     least 30% 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 Company is required to deliver to
     the Trustee annually a statement regarding compliance with the Indenture,
     and the Company is required, within 10 Business Days of any Officer
     becoming aware of any Default or Event of Default, to deliver to the
     Trustee an Officers' Certificate specifying such Default or Event of
     Default and what action the Company is taking or proposes to take with
     respect thereto.

          (13) 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.

          (14) NO RECOURSE AGAINST OTHERS. No director, officer, employee,
     incorporator, stockholder or controlling person of the Company or any of
     the Guarantors or any of their parent companies, as such, will have any
     liability for any obligations of the Company or the Guarantors under the
     Fixed Rate Notes, the Guarantees, the Indenture or the Registration Rights
     Agreement or for any claim based on, in respect of, or by reason of, such
     obligations or their creation. Each Holder of Fixed Rate Notes by accepting
     a Fixed Rate Note waives and releases all such liability. The waiver and
     release are part of the consideration for the issuance of the Fixed Rate
     Notes. The waiver may not be effective to waive liabilities under the
     federal securities laws.

          (15) AUTHENTICATION. This Fixed Rate Note will not be valid until
     authenticated by the manual signature of the Trustee or an authenticating
     agent.

          (16) 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).

          (17) ADDITIONAL RIGHTS OF HOLDERS. In addition to the rights provided
     to Holders of Fixed Rate Notes under the Indenture, Holders of this
     Regulation S Temporary Global Note will have all the rights set forth in
     the Registration Rights Agreement dated as of May 1, 2007,


                                      A4-11



     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").

          (18) 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 Fixed Rate 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 Fixed Rate Notes or as contained in any notice of
     redemption, and reliance may be placed only on the other identification
     numbers placed thereon.

          (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
     GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS FIXED RATE NOTE AND THE
     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:

Clarke American Corp.
10931 Laureate Drive
San Antonio, TX 78249
Attention: Chief Financial Officer


                                      A4-12


                                 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: _______________


                                      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).


                                     A4-13



                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Fixed Rate 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 this Fixed Rate 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 Fixed Rate Note)

                                         Tax Identification No.:
                                                                 ---------------


Signature Guarantee*:
                      -------------------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                     A4-14



  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:



                      Amount of           Amount of       Principal Amount
                     decrease in        increase in      of this Global Note      Signature of
                   Principal Amount   Principal Amount     following such      authorized officer
                          of                 of               decrease            of Trustee or
Date of Exchange   this Global Note   this Global Note      (or increase)           Custodian
- ----------------   ----------------   ----------------      -------------           ---------




                             SCHEDULE OF CO-ISSUERS

     The following are the Co-Issuers of the Fixed Rate Notes represented by
this Note:

           Name                          Jurisdiction of Formation
           ----                          -------------------------


                                     A4-15



                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Clarke American Corp.
10931 Laureate Drive
San Antonio, TX 78249

Wells Fargo Bank, N.A.
Corporate Trust Services
213 Court Street, Suite 703
Middletown, CT 06457

     Re:  Senior Floating Rate Notes due 2015
          9.50% Senior Fixed Rate Notes due 2015

     Reference is hereby made to the Indenture, dated as of May 1, 2007 (the
"Indenture"), among Clarke American Corp., as issuer (the "Company"), the
Guarantors and Co-Issuers party thereto and Wells Fargo Bank, N.A., 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
[9.50% Senior Fixed Rate Note[s]] [Senior Floating Rate Note[s]] (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, THE REGULATION S PERMANENT 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


                                      B-1



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 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
Permanent Global Note, 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 D1 or D2 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.


                                      B-2



     (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 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

Clarke American Corp.
10931 Laureate Drive
San Antonio, TX 78249

Wells Fargo Bank, N.A.
Corporate Trust Services
213 Court Street, Suite 703
Middletown, CT 06457

     Re:  Senior Floating Rate Notes due 2015
          9.50% Senior Fixed Rate Notes due 2015

                              (CUSIP ____________)

     Reference is hereby made to the Indenture, dated as of May 1, 2007 (the
"Indenture"), among Clarke American Corp., as issuer (the "Company"), the
Guarantors and Co-Issuers party thereto and Wells Fargo Bank, N.A., 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
[9.50% Senior Fixed Rate Note[s]] [Senior Floating Rate Note[s]] (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-1



     (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 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.


                                      C-2



                                        ________________________________________
                                            [Insert Name of Transferor]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Dated: ______________________


                                      C-3



                                                                      EXHIBIT D1

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Clarke American Corp.
10931 Laureate Drive
San Antonio, TX 78249

Wells Fargo Bank, N.A.
Corporate Trust Services
213 Court Street, Suite 703
Middletown, CT 06457

     Re:  Senior Floating Rate Notes due 2015

     Reference is hereby made to the Indenture, dated as of May 1, 2007 (the
"Indenture"), among Clarke American Corp., as issuer (the "Company"), the
Guarantors and Co-Issuers party thereto and Wells Fargo Bank, N.A., 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


                                      D1-1



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: _______________________


                                      D1-2



                                                                      EXHIBIT D2

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Clarke American Corp.
10931 Laureate Drive
San Antonio, TX 78249

Wells Fargo Bank, N.A.
Corporate Trust Services
213 Court Street, Suite 703
Middletown, CT 06457

     Re:  9.50% Senior Fixed Rate Notes due 2015

     Reference is hereby made to the Indenture, dated as of May 1, 2007 (the
"Indenture"), among Clarke American Corp., as issuer (the "Company"), the
Guarantors and Co-Issuers party thereto and Wells Fargo Bank, N.A., 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.


                                      D2-1



     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 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: _______________________


                                      D2-2



                                                                      EXHIBIT E1

              FORM OF NOTATION OF GUARANTEE FOR FLOATING RATE NOTES

     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, and subject to the provisions of, the
Indenture dated as of May 1, 2007 (the "Indenture") among Clarke American Corp.,
(the "Company"), the Guarantors and Co-Issuers party thereto and Wells Fargo
Bank, N.A., as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium and Additional Interest, if any, and interest on, the
Floating Rate Notes, whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal of and
interest on the Floating Rate 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 Floating Rate 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 Floating Rate Notes and to the Trustee pursuant to the
Guarantee and the Indenture are expressly set forth in Article 10 of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Guarantee. To the extent the provisions of this Notation of Guarantee
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.

     Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.


                                        [NAME OF GUARANTOR(S)]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      E1-1



                                                                      EXHIBIT E2

               FORM OF NOTATION OF GUARANTEE FOR FIXED RATE NOTES

     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, and subject to the provisions of, the
Indenture dated as of May 1, 2007 (the "Indenture") among Clarke American Corp.,
(the "Company"), the Guarantors and Co-Issuers party thereto and Wells Fargo
Bank, N.A., as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium and Additional Interest, if any, and interest on, the
Fixed Rate Notes, whether at maturity, by acceleration, redemption or otherwise,
the due and punctual payment of interest on overdue principal of and interest on
the Fixed Rate 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 Fixed Rate 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 Fixed Rate Notes and to the Trustee pursuant to the Guarantee and the
Indenture are expressly set forth in Article 10 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Guarantee. To the
extent the provisions of this Notation of Guarantee conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.

     Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.


                                        [NAME OF GUARANTOR(S)]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      E2-1



                                                                       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 Clarke American Corp. (or its permitted
successor), a Delaware corporation (the "Company"), the Company, the Co-Issuers
(as defined in the Indenture referred to herein) the other Guarantors (as
defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., as
trustee under the Indenture referred to below (the "Trustee").

                                   WITNESSETH

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of May 1, 2007 providing for the
issuance of Senior Floating Rate Notes due 2015 and 9.50% Senior Fixed Rate
Notes due 2015 (together, 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 "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 Guarantee and in the Indenture including but not limited to
Article 10 thereof.

     3. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator, stockholder or controlling person of the Guaranteeing Subsidiary,
as such, shall have any liability for any obligations of the Company or any
Guaranteeing Subsidiary under the Notes, any 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.

     4. 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.

     5. 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



     6. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     7. 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:


                                        CLARKE AMERICAN CORP.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        [EXISTING CO-ISSUERS]


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        [EXISTING GUARANTORS]


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        WELLS FARGO BANK, N.A.,
                                        as Trustee


                                        By:
                                           -------------------------------------
                                           Authorized Signatory


                                      F-3

EX-4.4

                                                                  EXECUTION COPY
================================================================================

                          REGISTRATION RIGHTS AGREEMENT

                             DATED AS OF MAY 1, 2007
                                  BY AND AMONG

                              CLARKE AMERICAN CORP.
                   THE GUARANTORS LISTED ON SCHEDULE I HERETO

                                       AND

                       CREDIT SUISSE SECURITIES (USA) LLC
                            BEAR, STEARNS & CO. INC.
                          CITIGROUP GLOBAL MARKETS INC.
                                       AND
                           J.P. MORGAN SECURITIES INC.

================================================================================



     This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of May 1, 2007, by and among Clarke American Corp., a Delaware
corporation (the "COMPANY"), the guarantors listed on Schedule I hereto (the
"GUARANTORS") and Credit Suisse Securities (USA) LLC, Bear, Stearns & Co. Inc.,
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (each an "INITIAL
PURCHASER" and, together, the "INITIAL PURCHASERS"), who have agreed to purchase
the Company's 9.50% Senior Fixed Rate Notes due 2015 (the "INITIAL FIXED RATE
NOTES") the Company's Senior Floating Rate Notes due 2015 (the "INITIAL FLOATING
RATE NOTES" and, together with the Initial Fixed Rate Notes, the "INITIAL
NOTES") pursuant to the Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated April 26,
2007, Clarke American Corp., a Delaware corporation, the Guarantors party
thereto and the Initial Purchasers, (the "PURCHASE AGREEMENT"). In order to
induce the Initial Purchasers to purchase the Initial Notes, the Company and the
Guarantors have agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 8 of the Purchase
Agreement.

     Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Indenture, dated as of the date hereof (the
"INDENTURE"), among the Company, the Guarantors and Wells Fargo Bank, N.A., as
trustee, as amended, relating to the Initial Notes and the Exchange Notes (as
defined below).

     The parties hereby agree as follows:

SECTION 1. DEFINITIONS

     As used in this Agreement, the following capitalized terms shall have the
following meanings:

     ACT: The Securities Act of 1933, as amended, or any successor statute, and
the rules and regulations promulgated by the Commission (as defined below)
thereunder.

     ADDITIONAL INTEREST: As defined in Section 5 hereof.

     AFFILIATE: As defined in Rule 144.

     BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

     BUSINESS DAY: Any day other than a Saturday, a Sunday or a day on which
banking institutions in the City of New York are authorized or obligated by law,
regulation or executive order to remain closed. If the time to perform any
action hereunder falls on a day that is not a Business Day, such time will be
extended to the next Business Day.

     CLOSING DATE: The date hereof.

     COMMISSION: The Securities and Exchange Commission.



     CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for purposes of
this Agreement upon the occurrence of (a) the filing and effectiveness under the
Act of the Exchange Offer Registration Statement relating to the Exchange Notes
to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer
Registration Statement continuously effective and the keeping of the Exchange
Offer open for a period not less than the minimum period required pursuant to
Section 3(b) hereof and (c) the delivery by the Company to the Registrar (as
defined in the Indenture) under the Indenture of Exchange Notes in the same
aggregate principal amount as the aggregate principal amount of Initial Notes of
the same series that were tendered by Holders thereof pursuant to the Exchange
Offer.

     CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

     EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, or any
successor statute, and the rules and regulations promulgated by the Commission
thereunder.

     EXCHANGE NOTES: The Company's 9.50% Senior Fixed Rate Notes due 2015 and
the related guarantees (the "EXCHANGE FIXED RATE NOTES") and the Company's
Senior Floating Rate Notes and the related guarantees (the "EXCHANGE FLOATING
RATE NOTES"), in each case to be issued pursuant to the Indenture (i) in the
Exchange Offer or (ii) as contemplated by Section 4 hereof.

     EXCHANGE OFFER: The offer to exchange (a) Exchange Fixed Rate Notes (whose
issuance shall be registered pursuant to the Exchange Offer Registration
Statement) for a like outstanding principal amount of Initial Fixed Rate Notes
that are tendered by the Holders thereof, and (b) Exchange Floating Rate Notes
(whose issuance shall be registered pursuant to the Exchange Offer Registration
Statement) for a like outstanding principal amount of Initial Floating Rate
Notes that are tendered by the Holders thereof.

     EXCHANGE OFFER EFFECTIVENESS DEADLINE: As defined in Section 3(a) hereof.

     EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement relating
to the Exchange Offer, including the related Prospectus.

     FILING DEADLINE: As defined in Section 3(a) hereof.

     HOLDERS: As defined in Section 2 hereof.

     INDEMNIFIED HOLDER: As defined in Section 8(a) hereof.

     INDEMNIFIED PARTY: As defined in Section 8(c) hereof.

     INDEMNIFIED PERSON: As defined in Section 8(c) hereof.

     PERSON: An individual, partnership, limited liability company, corporation,
trust, unincorporated organization, or government, agency or political
subdivision thereof.

     PROSPECTUS: The prospectus included in a Registration Statement at the time
such Registration Statement is declared effective, as amended or supplemented by
any prospectus


                                       2



supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.

     RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

     REGISTRATION DEFAULT: As defined in Section 5 hereof.

     REGISTRATION STATEMENT: Any registration statement of the Company and the
Guarantors relating to (a) an offering of any series of Exchange Notes pursuant
to an Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, in each case (i) that
is filed pursuant to the provisions of this Agreement, and (ii) in each case,
including the Prospectus included therein and all amendments and supplements
thereto (including post-effective amendments) and all exhibits and material
incorporated by reference therein.

     REGULATION S-K: Regulation S-K promulgated under the Act.

     RULE 144: Rule 144 promulgated under the Act.

     SHELF FILING DEADLINE: As defined in Section 4(a) hereof.

     SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

     SHELF REGISTRATION STATEMENT EFFECTIVENESS DEADLINE: As defined in Section
4(a) hereof.

     SUSPENSION NOTICE: As defined in Section 6(d) hereof.

     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb), as
amended.

     TRANSFER RESTRICTED SECURITIES: Each Initial Note until the earliest to
occur of (a) the date on which such Initial Note has been exchanged by a Person
other than a Broker-Dealer for an Exchange Note in the Exchange Offer, (b)
following the exchange by a Broker-Dealer in the Exchange Offer of an Initial
Note for an Exchange Note, the date on which such Exchange Note is sold to a
purchaser who receives from such Broker-Dealer on or prior to the date of such
sale a copy of the Prospectus contained in the Exchange Offer Registration
Statement, (c) the date on which such Initial Note has been effectively
registered under the Act and disposed of in accordance with the Shelf
Registration Statement or (d) the date on which such Initial Note is distributed
to the public pursuant to Rule 144.

SECTION 2. HOLDERS

     A Person is deemed to be a holder of Transfer Restricted Securities (each,
a "HOLDER") whenever such Person owns Transfer Restricted Securities.


                                       3



SECTION 3. REGISTERED EXCHANGE OFFER

     (a) Unless the Exchange Offer shall not be permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a)(i) below have
been complied with), the Company and the Guarantors shall (i) file the Exchange
Offer Registration Statement with the Commission as soon as practicable after
the Closing Date, but in no event later than 180 days after the Closing Date
(such 180th day being the "FILING DEADLINE"), (ii) use all commercially
reasonable efforts to cause such Exchange Offer Registration Statement to become
effective at the earliest practicable time, but in no event later than 270 days
after the Closing Date (such 270th day being the "EXCHANGE OFFER EFFECTIVENESS
DEADLINE"), (iii) in connection with the foregoing, use commercially reasonable
efforts to (A) file all pre-effective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause it to become
effective, (B) file, if applicable, a post-effective amendment to such Exchange
Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause
all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the blue sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer;
provided, however, that neither the Company nor the Guarantors shall be required
to take any action that would subject them to general service of process or
taxation in any jurisdiction where they are not already so subject, and (iv) as
promptly as practicable after the effectiveness of such Exchange Offer
Registration Statement, commence and Consummate the Exchange Offer. The 180 and
270 day periods referred to in clause (i) and (ii) of this Section 3(a) shall
not include any period in which the Company is pursuing a Commission decision in
accordance with the provisions of Section 6(a)(i) hereof. The Exchange Offer
shall be on the appropriate form permitting (i) registration of the Exchange
Notes to be offered in exchange for the Transfer Restricted Securities and (ii)
resales of Exchange Notes by Broker-Dealers that tendered into the Exchange
Offer Initial Notes that such Broker-Dealer acquired for its own account as a
result of market-making activities or other trading activities (other than
Initial Notes acquired directly from the Company or any of its Affiliates) as
contemplated by Section 3(c) below.

     (b) Unless the Exchange Offer shall not be permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a)(i) below have
been complied with), the Company and the Guarantors shall use all commercially
reasonable efforts to cause the Exchange Offer Registration Statement to be
effective continuously, and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 Business Days. The Company and the
Guarantors shall cause the Exchange Offer to comply in all material respects
with all applicable federal and state securities laws. No securities other than
the Exchange Notes shall be included in the Exchange Offer Registration
Statement. The Company and the Guarantors shall use all commercially reasonable
efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become
effective, but in no event later than 45 Business Days thereafter, or longer, if
required by the federal securities laws (such 45th (or longer) Business Day
being the "CONSUMMATION DEADLINE").

     (c) The Company and the Guarantors shall include a "Plan of Distribution"
section in the Prospectus contained in the Exchange Offer Registration Statement
and indicate therein that


                                       4



any Broker-Dealer who holds Initial Notes that are Transfer Restricted
Securities that were acquired for the account of such Broker-Dealer as a result
of market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company or any Affiliate of the
Company), may exchange such Transfer Restricted Securities pursuant to the
Exchange Offer. Such "Plan of Distribution" section shall also contain all other
information with respect to such sales by such Broker-Dealers that the
Commission may require in order to permit such sales pursuant thereto, but such
"Plan of Distribution" shall not name any such Broker-Dealer or disclose the
amount of Initial Notes held by any such Broker-Dealer, except to the extent
required by the Commission as a result of a change in policy, rules or
regulations after the date of this Agreement. See the Shearman & Sterling
no-action letter (available July 2, 1993).

     Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the Prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use
all commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented and amended as required by and
subject to the provisions of Sections 6(a) and (c) hereof and in conformity with
the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
one year from the Consummation Deadline or such shorter period ending on the
date when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. The Company and the Guarantors shall
provide sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon reasonable request at any time during such period.

SECTION 4. SHELF REGISTRATION

     (a) Shelf Registration. If (i) the Company and the Guarantors are not (A)
required to file the Exchange Offer Registration Statement or (B) permitted to
Consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company and the Guarantors have
complied with the procedures set forth in Section 6(a)(i) below) or (ii) any
Holder of Transfer Restricted Securities notifies the Company prior to 20
Business Days following Consummation of the Exchange Offer that (A) such Holder
was prohibited by law or Commission policy from participating in the Exchange
Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the
Exchange Offer to the public without delivering a prospectus and the Prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder or (C) such Holder is a Broker-Dealer
and holds Initial Notes acquired directly from the Company or any of its
Affiliates, then the Company and the Guarantors shall:

     (x) use all commercially reasonable efforts on or prior to 45 days after
the earlier of (i) the date as of which the Company determines that the Exchange
Offer Registration Statement will


                                       5



not be or cannot be, as the case may be, filed as a result of clause (a)(i)
above and (ii) the date on which the Company receives the notice specified in
clause (a)(ii) above (such earlier date, the "SHELF FILING DEADLINE"); provided
that such Shelf Filing Deadline shall not be earlier than 180 days after the
date of this Agreement, to file a shelf registration statement pursuant to Rule
415 under the Act (which may be an amendment to the Exchange Offer Registration
Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer
Restricted Securities of Holders that have provided the information required
pursuant to Section 4(b) hereof; and

     (y) use all commercially reasonable efforts to cause such Shelf
Registration Statement to become effective on or prior to 270 days after the
Shelf Filing Deadline (such 270th day, the "SHELF REGISTRATION STATEMENT
EFFECTIVENESS DEADLINE").

     If, after the Company and the Guarantors have filed an Exchange Offer
Registration Statement that satisfies the requirements of Section 3(a) above,
the Company and the Guarantors are required to file and make effective a Shelf
Registration Statement solely because the Exchange Offer is not permitted as a
result of the circumstances described under applicable federal law or Commission
policy (i.e., clause (a)(i)(B) above), then the filing of the Exchange Offer
Registration Statement shall be deemed to satisfy the requirements of clause (x)
above; provided that, in such event, the Company and the Guarantors shall remain
obligated to meet the Shelf Registration Statement Effectiveness Deadline.

     To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and
the Guarantors shall use all commercially reasonable efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented and amended as required by and subject to the provisions of
Sections 6(b) and (c) hereof and in conformity in all material respects with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of at least two
years (as extended pursuant to Section 6(d) hereof) following the Closing Date,
or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Shelf Registration Statement have been sold pursuant thereto.

     (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until (i) such Holder furnishes
to the Company in writing, within 20 days after receipt of a request therefor,
the information specified in Item 507 or Item 508 of Regulation S-K, as
applicable, of the Act for use in connection with any Shelf Registration
Statement or Prospectus or preliminary prospectus included therein, and (ii) in
the case of an underwritten offering, such Holder completes and executes all
questionnaires, powers of attorney, underwriting agreements, lock-up letters and
other documents reasonably requested by the Company in connection with the terms
of such underwritten offering. Furthermore, no Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 10 Business Days after receipt of a
request therefor, such Holder's comments to the disclosure relating to such
Holder in the Shelf Registration Statement. No Holder of Transfer


                                       6



Restricted Securities shall be entitled to Additional Interest pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

SECTION 5. ADDITIONAL INTEREST

     Subject to the provisions of Sections 6(b)(iii) and 6(d) hereof, if (i) any
Registration Statement required by this Agreement is not filed with the
Commission on or prior to the applicable Filing Deadline or Shelf Filing
Deadline, as applicable, (ii) any of such Registration Statements is not
declared effective by the Commission on or prior to the Exchange Offer
Effectiveness Deadline or the Shelf Registration Statement Effectiveness
Deadline, as applicable, (iii) the Exchange Offer has not been Consummated on or
prior to the Consummation Deadline or (iv) any Registration Statement required
by this Agreement is filed and declared effective but thereafter ceases to be
usable for its intended purpose (each such event referred to in clauses (i)
through (iv), a "REGISTRATION DEFAULT"), then the Company and the Guarantors
hereby jointly and severally agree to pay to each Holder of Transfer Restricted
Securities additional interest ("ADDITIONAL INTEREST") in an amount equal to a
per annum rate of 0.25% on the principal amount of Transfer Restricted
Securities held by such Holder for the period of time that the Registration
Default continues for the first 90-day period immediately following the
occurrence of such Registration Default. The amount of the Additional Interest
shall increase by an additional per annum rate of 0.25% with respect to each
subsequent 90-day period until no Registration Default is in effect, up to a
maximum amount of Additional Interest for all Registration Defaults of 1.00% per
annum on the principal amount of Transfer Restricted Securities; provided that
the Company and the Guarantors shall in no event be required to pay Additional
Interest for more than one Registration Default with respect to a particular
series of Transfer Restricted Securities at any given time. Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in the case of (iv) above, the Additional Interest payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease on the date of such cure and the interest rate
on such Transfer Restricted Securities will revert to the interest rate on such
Transfer Restricted Securities prior to the applicable Registration Default.

     All accrued Additional Interest shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
the next scheduled Interest Payment Date (as defined in the Indenture), as more
fully set forth in the Indenture and the Notes. The amount of Additional
Interest with respect to a particular series of Initial Notes will be determined
by multiplying the applicable Additional Interest rate by the principal amount
of the Initial Notes of a particular series, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.


                                       7



Notwithstanding the fact that any securities for which Additional Interest are
due cease to be Transfer Restricted Securities, all obligations of the Company
and the Guarantors to pay Additional Interest with respect to securities shall
survive until such time as such obligations with respect to such securities
shall have been satisfied in full.

     The amount of Additional Interest payable shall not increase because more
than one Registration Default has occurred and is continuing, and a Holder of
Initial Notes or Exchange Notes who is not entitled to the benefits of a Shelf
Registration Statement shall not be entitled to Additional Interest with respect
to a Registration Default that pertains to such Shelf Registration Statement.

SECTION 6. REGISTRATION PROCEDURES

     (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Company and the Guarantors shall (x) comply with all applicable
provisions of Section 6(c) below, (y) use all commercially reasonable efforts to
effect such exchange and to permit the resale of Exchange Notes by
Broker-Dealers that tendered in the Exchange Offer Initial Notes that such
Broker-Dealer acquired for its own account as a result of its market-making
activities or other trading activities (other than Initial Notes acquired
directly from the Company, the Guarantors or any of the Affiliates of the
Company or the Guarantors) being sold in accordance with the intended method or
methods of distribution thereof set forth in the Registration Statement, and (z)
comply with all of the following provisions:

          (i) If, following the date hereof there has been announced a change in
     Commission policy with respect to exchange offers such as the Exchange
     Offer, that in the reasonable opinion of counsel to the Company raises a
     substantial question as to whether the Exchange Offer is permitted by
     applicable law, the Company and the Guarantors hereby agree to seek a
     no-action letter or other favorable decision from the Commission allowing
     the Company and the Guarantors to Consummate an Exchange Offer for such
     Transfer Restricted Securities. The Company and the Guarantors hereby agree
     to pursue the issuance of such a decision to the Commission staff level;
     provided that the Company and the Guarantors shall not be required to take
     any commercially unreasonable action to effect a change in Commission
     policy. In connection with the foregoing, the Company and the Guarantors
     hereby agree, however, to take all such other commercially reasonable
     actions as may be requested by the Commission or otherwise required in
     connection with the issuance of such decision, including without limitation
     (A) participating in telephonic conferences with the Commission, (B)
     delivering to the Commission staff an analysis prepared by counsel to the
     Company setting forth the legal bases, if any, upon which such counsel has
     concluded that such an Exchange Offer should be permitted and (C)
     diligently pursuing a resolution of such submission (which need not be
     favorable) by the Commission staff.

          (ii) As a condition to its participation in the Exchange Offer, each
     Holder of Transfer Restricted Securities (including, without limitation,
     any Holder who is a Broker-Dealer) shall furnish, upon the request of the
     Company, prior to the Consummation of the Exchange Offer, a written
     representation to the Company and the Guarantors (which may be contained in
     the letter of transmittal contemplated by the Exchange Offer Registration


                                       8



     Statement) to the effect that (A) it is not an Affiliate of the Company or
     any of the Guarantors, (B) it is not engaged in, and does not intend to
     engage in, and has no arrangement or understanding with any Person to
     participate in, a distribution of the Exchange Notes to be issued in the
     Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary
     course of business. As a condition to its participation in the Exchange
     Offer each Holder using the Exchange Offer to participate in a distribution
     of the Exchange Notes shall acknowledge and agree that, if the resales are
     of Exchange Notes obtained by such Holder in exchange for Initial Notes
     acquired directly from the Company or an Affiliate thereof, it (1) could
     not, under Commission policy as in effect on the date of this Agreement,
     rely on the position of the Commission enunciated in Morgan Stanley and
     Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
     (available May 13, 1988), as interpreted in the Commission's letter to
     Shearman & Sterling dated July 2, 1993, and similar no-action letters
     (including, if applicable, any no-action letter obtained pursuant to clause
     (i) above), and (2) must comply with the registration and prospectus
     delivery requirements of the Act in connection with a secondary resale
     transaction and that such a secondary resale transaction must be covered by
     an effective registration statement containing the selling security holder
     information required by Item 507 or 508, as applicable, of Regulation S-K.

          (iii) Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company and the Guarantors shall provide a supplemental
     letter to the Commission (A) stating that the Company and the Guarantors
     are registering the Exchange Offer in reliance on the position of the
     Commission enunciated in Exxon Capital Holdings Corporation (available May
     13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
     1993, and, if applicable, any no-action letter obtained pursuant to clause
     (i) above, (B) including a representation that neither the Company has nor
     the Guarantors have entered into any arrangement or understanding with any
     Person to distribute the Exchange Notes to be received in the Exchange
     Offer and that, to the best of the Company's and the Guarantors'
     information and belief, each Holder participating in the Exchange Offer is
     acquiring the Exchange Notes in its ordinary course of business and has no
     arrangement or understanding with any Person to participate in the
     distribution of the Exchange Notes received in the Exchange Offer and (C)
     any other undertaking or representation required by the Commission as set
     forth in any no-action letter obtained pursuant to clause (i) above, if
     applicable.

     (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Company and the Guarantors shall:

          (i) comply with all the provisions of Section 6(c) below and use all
     commercially reasonable efforts to effect such registration to permit the
     sale of the Transfer Restricted Securities being sold in accordance with
     the intended method or methods of distribution thereof (as indicated in the
     information furnished to the Company pursuant to Section 4(b) hereof), and
     pursuant thereto the Company and the Guarantors will prepare and file with
     the Commission a Registration Statement relating to the registration on any
     appropriate form under the Act, which form shall be available for the


                                       9



     sale of the Transfer Restricted Securities in accordance with the intended
     method or methods of distribution thereof within the time periods and
     otherwise in accordance with the provisions hereof, and

          (ii) issue, upon the request of any Holder or purchaser of Initial
     Notes covered by any Shelf Registration Statement contemplated by this
     Agreement; provided that such Holder provides all documentation reasonably
     requested by the Company in connection with such issuance, Exchange Notes
     having an aggregate principal amount equal to the aggregate principal
     amount of Initial Notes sold pursuant to the Shelf Registration Statement
     and surrendered to the Company for cancellation; the Company shall register
     Exchange Notes on the Shelf Registration Statement for this purpose and
     issue the Exchange Notes to the purchaser(s) of securities subject to the
     Shelf Registration Statement in the names as such purchaser(s) shall
     designate.

          (iii) If the Board of Directors of the Company determines in good
     faith that it is in the best interests of the Company not to disclose the
     existence of or facts surrounding any proposed or pending material
     corporate transaction or other material development involving the Company
     or the Guarantors, the Company may allow the Shelf Registration Statement
     to fail to be effective or the Prospectus contained therein to be unusable
     as a result of such nondisclosure for up to seventy-five (75) days in any
     year during the two-year period of effectiveness required by Section 4
     hereof and no Additional Interest shall become payable by the Company or
     the Guarantors as a result of any such Shelf Registration Statement failing
     to be effective or any such Prospectus being unusable pursuant to this
     Section 6(b)(iii).

     (c) General Provisions. In connection with any Registration Statement and
any related Prospectus required by this Agreement, the Company and the
Guarantors shall:

          (i) use all commercially reasonable efforts to keep such Registration
     Statement continuously effective and provide all requisite financial
     statements for the period specified in Section 3 or 4 hereof, as
     applicable. Upon the occurrence of any event that would cause any such
     Registration Statement or the Prospectus contained therein (A) to contain
     an untrue statement of 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 or (B) not to be effective and usable for resale of Transfer
     Restricted Securities during the period required by this Agreement, the
     Company and the Guarantors shall file as promptly as practicable an
     appropriate amendment to such Registration Statement curing such defect,
     and, if Commission review is required, use all commercially reasonable
     efforts to cause such amendment to be declared effective as soon as
     practicable;

          (ii) use all commercially reasonable efforts to prepare and file with
     the Commission such amendments and post-effective amendments to the
     applicable Registration Statement as may be necessary to keep such
     Registration Statement effective for the applicable period set forth in
     Section 3 or 4 hereof, as the case may be; cause the Prospectus to be
     supplemented by any required Prospectus supplement, and as so supplemented
     to be filed pursuant to Rule 424 under the Act, and to comply fully with


                                       10



     the applicable provisions of Rules 424, 430A and 462, as applicable, under
     the Act in a timely manner; and comply with the provisions of the Act with
     respect to the disposition of all securities covered by such Registration
     Statement during the applicable period in accordance with the intended
     method or methods of distribution by the sellers thereof set forth in such
     Registration Statement or supplement to the Prospectus;

          (iii) advise the Holders as promptly as practicable and, if requested
     by such Holders, confirm such advice in writing, (A) when the Prospectus or
     any Prospectus supplement or post-effective amendment has been filed, and,
     with respect to any applicable Registration Statement or any post-effective
     amendment thereto, when the same has become effective, (B) of any request
     by the Commission for amendments to the Registration Statement or
     amendments or supplements to the Prospectus or for additional information
     relating thereto, (C) of the issuance by the Commission of any stop order
     suspending the effectiveness of the Registration Statement under the Act or
     of the suspension by any state securities commission of the qualification
     of the Transfer Restricted Securities for offering or sale in any
     jurisdiction, or the initiation of any proceeding for any of the preceding
     purposes, (D) of the happening of any event that causes the Company to
     become an "ineligible issuer," as defined in Commission Rule 405 and (E) of
     the existence of any fact or the happening of any event that makes any
     statement of a material fact made in the Registration Statement, the
     Prospectus, any amendment or supplement thereto or any document
     incorporated by reference therein untrue, or that requires the making of
     any additions to or changes in the Registration Statement in order to make
     the statements therein not misleading, or that requires the making of any
     additions to or changes in the Prospectus in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading (provided, however, that no advice by the Company shall be
     required pursuant to this clause (D) in the event that the Company either
     promptly files a Prospectus supplement to update the Prospectus or a Form
     8-K or other appropriate Exchange Act report that is incorporated by
     reference into such Registration Statement, which, in either case, contains
     the requisite information with respect to such event or facts that results
     in such Registration Statement no longer containing any untrue statement of
     material fact or omitting to state a material fact necessary to make the
     statements contained therein not misleading). If at any time the Commission
     shall issue any stop order suspending the effectiveness of the Registration
     Statement, or any state securities commission or other regulatory authority
     shall issue an order suspending the qualification or exemption from
     qualification of the Transfer Restricted Securities under state securities
     or blue sky laws, the Company and the Guarantors shall use all commercially
     reasonable efforts to obtain the withdrawal or lifting of such order at the
     earliest practicable time;

          (iv) subject to Section 6(c)(i), if any fact or event contemplated by
     Section 6(c)(iii)(D) above shall exist or have occurred, prepare a
     supplement or post-effective amendment to the Registration Statement or
     related Prospectus or any document incorporated therein by reference or
     file any other required document so that, as thereafter delivered to the
     purchasers of Transfer Restricted Securities, the Prospectus, as of its
     date, will not contain an untrue statement of a material fact or omit to
     state any material fact necessary to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;


                                       11



          (v) in the case of a Shelf Registration Statement, furnish to each
     Holder named in any such Registration Statement in connection with such
     exchange or sale, if any, before filing with the Commission, copies of any
     Registration Statement or any Prospectus included therein or any amendments
     or supplements to any such Registration Statement or Prospectus (including
     all documents incorporated by reference after the initial filing of such
     Registration Statement), which documents will be subject to the review and
     comment of such Holders in connection with such sale, if any, for a period
     of at least five Business Days, and the Company will not file any such
     Registration Statement or Prospectus or any amendment or supplement to any
     such Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which such Holders shall reasonably object in
     writing within five Business Days after the receipt thereof. A Holder shall
     be deemed to have reasonably objected to such filing if such Registration
     Statement, amendment, Prospectus or supplement, as applicable, as proposed
     to be filed, contains an untrue statement of a material fact or omits to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading or fails to comply with the
     applicable requirements of the Act. Notwithstanding the foregoing, the
     Company shall not be required to take any actions under this Section
     6(c)(v) that are not, in the reasonable opinion of counsel for the Company,
     in compliance with applicable law;

          (vi) in the case of a Shelf Registration Statement, promptly prior to
     the filing of any document that is to be incorporated by reference into a
     Registration Statement or Prospectus in connection with such exchange or
     sale, if any, provide copies of such document to the Holders named in any
     such Registration Statement, make the Company's and the Guarantors'
     representatives available for discussion of such document and other
     customary due diligence matters, subject to negotiation, execution and
     delivery of customary confidentiality agreements, and include such
     information in such document prior to the filing thereof as such Holders
     may reasonably request;

          (vii) make available, at reasonable times, for inspection by the
     Holders named in any applicable Registration Statement and legal counsel or
     accountant retained by such Holders, all financial and other records,
     pertinent corporate documents of the Company and the Guarantors reasonably
     requested by any such Persons and cause the Company's and the Guarantors'
     officers, directors and employees to supply all information reasonably
     requested by any such Holder, counsel or accountant, subject to
     negotiation, execution and delivery of customary confidentiality
     agreements, in connection with such Registration Statement or any
     post-effective amendment thereto subsequent to the filing thereof and prior
     to its effectiveness;

          (viii) in the case of a Shelf Registration Statement, if requested by
     any Holders named in any such Registration Statement in connection with
     such exchange or sale, promptly include in any Registration Statement or
     Prospectus, pursuant to a supplement, document incorporated by reference or
     post-effective amendment if necessary, such information as such Holders may
     reasonably request to have included therein, including, without limitation,
     information relating to the "Plan of Distribution" of the Transfer
     Restricted Securities, information with respect to the principal amount of
     Transfer Restricted Securities being sold, the purchase price being paid
     therefor and any other


                                       12



     terms of the offering of the Transfer Restricted Securities to be sold in
     such offering; and make all required filings of such Prospectus supplement
     or post-effective amendment as soon as practicable after the Company is
     notified of the matters to be included in such Prospectus supplement or
     post-effective amendment;

          (ix) in the case of a Shelf Registration Statement, use its
     commercially reasonable efforts to cause the Transfer Restricted Securities
     covered by the Registration Statement to be rated with the appropriate
     rating agencies, if so requested by the Holders of a majority in aggregate
     principal amount of Transfer Restricted Securities covered thereby;

          (x) in the case of a Shelf Registration Statement, upon request,
     furnish to each Holder named in any such Registration Statement in
     connection with such exchange or sale, without charge, at least one copy of
     the Registration Statement, as first filed with the Commission, and of each
     amendment thereto, (without all documents incorporated by reference therein
     and exhibits thereto, unless requested);

          (xi) in the case of a Shelf Registration Statement, upon request,
     deliver to each Holder named in any such Registration Statement without
     charge, as many copies of the Prospectus (including each preliminary
     prospectus) and any amendment or supplement thereto as such Persons
     reasonably may request; provided that if no Registration Statement is
     effective or no Prospectus is usable in accordance with the provisions of
     Section 6(b) hereof, the Company shall deliver to each Holder named in any
     such Registration Statement a notice to that effect; the Company and the
     Guarantors hereby consent to the use (in accordance with law) of the
     Prospectus and any amendment or supplement thereto by each selling Holder
     in connection with the offering and the sale of the Transfer Restricted
     Securities covered by the Prospectus or any amendment or supplement
     thereto;

          (xii) in the case of a Shelf Registration Statement, upon the
     reasonable request of any Holder named in any such Registration Statement,
     enter into such agreements (including underwriting agreements containing
     customary terms) and make such customary representations and warranties and
     take all such other customary actions in connection therewith in order to
     expedite or facilitate the disposition of the Transfer Restricted
     Securities pursuant to such Registration Statement as may be reasonably
     requested by any such Holder in connection with any sale or resale pursuant
     to such Registration Statement. In such connection, the Company and the
     Guarantors shall:

               (A) to the extent reasonably requested by any Holder named in any
          such Registration Statement, furnish (or in the case of paragraphs (2)
          and (3), use all commercially reasonable efforts to cause to be
          furnished) to each Holder, upon the effectiveness of the Shelf
          Registration Statement:

                    (1) a certificate in customary form, dated such date, signed
               on behalf of the Company and each Guarantor by (x) the President
               or any Vice President and (y) a principal financial or accounting
               officer of the Company, in customary form, and such Guarantor,
               confirming, as of the


                                       13



               date thereof, the matters set forth in Sections 7(a), (c), (d)
               and (e) of the Purchase Agreement and such other matters as such
               Holders may reasonably request;

                    (2) an opinion in customary form, dated the date of
               effectiveness of the Shelf Registration Statement, of counsel for
               the Company and the Guarantors, covering such matters as set
               forth in Sections 7(g), 7(h) and 7(i) of the Purchase Agreement
               and such other matters as such Holder may reasonably request; and

                    (3) a customary comfort letter, dated the date of
               effectiveness of the Shelf Registration Statement, from the
               Company's independent accountants, and the independent public
               accountants with respect to any other entity for which financial
               information is provided in the Registration Statement in the
               customary form and covering matters of the type customarily
               covered in comfort letters to underwriters in connection with
               primary underwritten offerings, and covering or affirming the
               matters set forth in the comfort letters delivered pursuant to
               Section 7(j) of the Purchase Agreement; and

               (B) deliver such other documents and certificates as may be
          reasonably requested by the Holders named in any such Registration
          Statement and as are customarily delivered in similar offerings to
          evidence compliance with the matters covered in clause (A) above and
          with any customary conditions contained in any agreement entered into
          by the Company and the Guarantors pursuant to this clause (B);

          (xiii) prior to any public offering of Transfer Restricted Securities,
     use all commercially reasonable efforts to cooperate with the Holders named
     in the applicable Registration Statement and their counsel in connection
     with the registration and qualification of the Transfer Restricted
     Securities under the state securities or blue sky laws of such
     jurisdictions as such Holders may reasonably request and use all
     commercially reasonable efforts to do any and all other acts or things
     necessary or advisable to enable the disposition in such jurisdictions of
     the Transfer Restricted Securities covered by the applicable Registration
     Statement; provided, however, that neither the Company nor the Guarantors
     shall be required to register or qualify as a foreign corporation where it
     is not now so qualified or to take any action that would subject it to the
     service of process in suits or to taxation in any jurisdiction where it is
     not now so subject;

          (xiv) in connection with any sale of Transfer Restricted Securities
     that will result in such securities no longer being Transfer Restricted
     Securities, cooperate with the Holders to facilitate the timely preparation
     and delivery of certificates representing Transfer Restricted Securities to
     be sold and not bearing any restrictive legends; and to enable such
     Transfer Restricted Securities to be registered in such denominations and
     such names as the selling Holders may request at least three Business Days
     prior to such sale of Transfer Restricted Securities;


                                       14



          (xv) use all commercially reasonable efforts to cause the disposition
     of the Transfer Restricted Securities covered by the Registration Statement
     to be registered with or approved by such other governmental agencies or
     authorities as may be necessary to enable the seller or sellers thereof to
     consummate the disposition of such Transfer Restricted Securities other
     than as set forth in Section 6(c)(xiii) hereof;

          (xvi) provide a CUSIP number for all Transfer Restricted Securities
     not later than the effective date of a Registration Statement covering such
     Transfer Restricted Securities and provide the Trustee under the Indenture
     with any necessary printed certificates for the Transfer Restricted
     Securities which are in a form eligible for deposit with the Depository
     Trust Company;

          (xvii) otherwise use all commercially reasonable efforts to comply
     with all applicable rules and regulations of the Commission, and make
     generally available to its security holders with regard to any applicable
     Registration Statement, as soon as practicable, a consolidated earnings
     statement meeting the requirements of Rule 158 under the Act (which need
     not be audited) covering a twelve-month period beginning after the
     effective date of the Registration Statement (as such term is defined in
     paragraph (c) of Rule 158 under the Act);

          (xviii) cause the Indenture to be qualified under the TIA not later
     than the effective date of the first Registration Statement required by
     this Agreement and, in connection therewith, cooperate with the Trustee and
     the Holders to effect such changes to the 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 commercially reasonable efforts to cause the
     Trustee to execute, all documents that 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;

          (xix) in the event that any broker-dealer registered under the
     Exchange Act shall underwrite any Securities or participate as a member of
     an underwriting syndicate or selling group or "assist in the distribution"
     (within the meaning of the Conduct Rules (the "Conduct Rules") of the
     National Association of Securities Dealers, Inc. ("NASD")) thereof, whether
     as a Holder or as an underwriter, a placement or sales agent or a broker or
     dealer in respect thereof, or otherwise, the Company will assist such
     broker-dealer in complying with the requirements of such Conduct Rules,
     including, without limitation, by (i) if such Conduct Rules, including Rule
     2720, shall so require, engaging a "qualified independent underwriter" (as
     defined in Rule 2720) to participate in the preparation of the Registration
     Statement relating to such Securities, to exercise usual standards of due
     diligence in respect thereto and, if any portion of the offering
     contemplated by such Registration Statement is an underwritten offering or
     is made through a placement or sales agent, to recommend the yield of such
     Securities, (ii) indemnifying any such qualified independent underwriter to
     the extent of the indemnification of underwriters provided in Section 5
     hereof and (iii) providing such information to such broker-dealer as may be
     required in order for such broker-dealer to comply with the requirements of
     the Conduct Rules;


                                       15



          (xx) provide as promptly as practicable to each Holder, upon request,
     each document filed with the Commission pursuant to the requirements of
     Section 13 or Section 15(d) of the Exchange Act; and

          (xxi) without the prior consent of the Initial Purchasers, shall not
     make any offer relating to the Transfer Restricted Securities that would
     constitute a "free writing prospectus," as defined in Rule 405.

     (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C), or any notice from the Company of the existence of any
fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (x) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(iv) hereof, or (y) such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT
DATE"). Each Holder receiving a Suspension Notice hereby agrees that (unless
prohibited by applicable law or internal policy of such Holder) it will either
(i) destroy any Prospectuses, other than permanent file copies, then in such
Holder's possession which have been replaced by the Company with more recently
dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in such Holder's possession of
the Prospectus covering such Transfer Restricted Securities that was current at
the time of receipt of the Suspension Notice. In the event the Company shall
give any such notice, the time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by a number of days equal to the number of days in the period from
and including the date of delivery of the Suspension Notice to the
Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

     The Company shall bear all fees and expenses incurred in connection with
the performance of the obligations or of or compliance with this Agreement by
the Company and the Guarantors (including the reasonable and documented fees and
expenses, if any, of Latham & Watkins LLP, counsel for the Initial Purchasers,
incurred in connection with the Exchange Offer, but excluding, for the avoidance
of doubt, any underwriting discounts and commissions), whether or not the
Exchange Offer Registration Statement or a Shelf Registration Statement is filed
or becomes effective. Such fees and expenses shall include, without limitation:
(i) all registration and filing fees and expenses; (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing certificates for the Exchange Notes
to be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company and the Guarantors and all reasonable fees and disbursements of one
firm of counsel for the Holders of Transfer Restricted Securities; (v) all
application and filing fees in connection with listing the Exchange Notes on a
national securities exchange or automated quotation system pursuant to the
requirements thereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company and the Guarantors


                                       16



(including the expenses of any special audit and comfort letters required by or
incident to such performance). In connection with any Registration Statement
required by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement) regardless of
whether a Registration Statement becomes effective, the Company shall bear or
reimburse the Holders named therein for the reasonable and documented fees and
disbursements of not more than one firm of counsel for each series of Transfer
Restricted Securities (excluding any one local counsel for each relevant
jurisdiction), which counsel shall be designated by the Holders of a majority in
principal amount of the Transfer Restricted Securities of a particular series
for whose benefit such Registration Statement is being prepared.

     The Company will, in any event, bear its and the Guarantors' internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.

SECTION 8. INDEMNIFICATION

     (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, any Broker Dealer participating in an
Exchange Offer (each, a "PARTICIPATING BROKER-DEALER") and each person, if any,
who controls such Holder or such Participating Broker-Dealer within the meaning
of the Act or the Exchange Act (each Holder, any Participating Broker-Dealer and
such controlling persons are referred to collectively as the "INDEMNIFIED
PARTIES") from and against any losses, claims, damages or liabilities, joint or
several, or any actions in respect thereof (including, but not limited to, any
losses, claims, damages, liabilities or actions relating to purchases and sales
of the Transfer Restricted Securities) to which each Indemnified Party may
become subject under the Act, the Exchange Act or otherwise, insofar as such
losses, claims, damages, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
a Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus or "issuer free writing prospectus," as defined
in Rule 433 ("ISSUER FWP"), or arise out of, or are based upon, the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and shall reimburse,
as incurred, the Indemnified Parties for any reasonable and documented legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action in respect thereof; provided,
however, that (i) neither the Company nor any Guarantor shall be liable in any
such case to the extent that such loss, claim, damage or liability arises out of
or is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus or Issuer FWP
in reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder or
Participating Broker-Dealer, as applicable, specifically for inclusion therein
(ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a Shelf
Registration Statement, the indemnity agreement contained in this subsection (a)
shall not inure to the benefit of any Holder from whom the person asserting any
such losses, claims, damages or liabilities purchased the Initial Notes or
Exchange Notes concerned, to the extent that a


                                       17



prospectus or amendment or supplement thereto relating to such notes was
required to be delivered (including through satisfaction of the conditions of
Commission Rule 172) by such Holder under the Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not conveyed to
such person, at or prior to the time of the sale of such Securities to such
person, an amended or supplemented prospectus correcting such untrue statement
or omission or alleged untrue statement or omission if the Company had
previously furnished copies thereof to such Holder and (iii) the Company and the
Guarantors shall not, in connection with any one action or separate but
substantially similar action or related actions arising out of the same general
allegations or circumstances, be liable for the fees and expenses reasonably
incurred by more than one separate firm for all Indemnified Parties (excluding
any one local counsel for each relevant jurisdiction), such firm to be
designated in writing by a majority of the Holders of a majority of principal
amount of the Notes, except to the extent an Indemnified Party shall have
reasonably concluded that (a) there may be one or more legal defenses available
to it that are different from or in addition to those available to other
Indemnified Parties, or (b) representation of such Indemnified Party by such
counsel would present such counsel with a conflict of interest; provided
further, however, that this indemnity agreement will be in addition to any
liability which the Company and the Guarantors may otherwise have to such
Indemnified Party. The Company and the Guarantors shall also, jointly and
severally, indemnify underwriters, their officers and directors and each person
who controls such underwriters within the meaning of the Act or the Exchange Act
to the same extent as provided above with respect to the indemnification of the
Holders if requested by such Holders.

     (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company and the Guarantors, and their respective directors and
officers, and each person, if any, who controls (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act) the Company, or the Guarantors
from and against any losses, claims, damages or liabilities or any actions in
respect thereof, to which the Company, the Guarantors or any such controlling
person may become subject under the Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus or Issuer FWP, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any reasonable and documented legal or other expenses
incurred by the Company or any such controlling person in connection with
investigating or defending any loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability
which such Holder may otherwise have to the Company, the Guarantors or any of
their controlling persons.

     (c) Promptly after receipt by an indemnified party under this Section 8 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party


                                       18



under this Section 8, notify the indemnifying party of the commencement thereof;
but the failure to so notify the indemnifying party shall not relieve the
indemnifying party from any liability that it may have under subsection (a) or
(b) above except to the extent that it has been materially prejudiced by such
failure; and provided further that the failure to notify the indemnifying party
shall not relieve it from any liability that it may have to an indemnified party
otherwise than under subsection (a) or (b) above. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof
the indemnifying party will not be liable to such indemnified party under this
Section 8 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action 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 (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action, and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified party.
If at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel in
accordance with the provisions hereof, such indemnifying party shall be liable
for any settlement of the nature contemplated by Section 8(a) effected without
its written consent only if (i) such settlement is entered into in good faith by
the indemnified party more than 45 days after receipt by such indemnifying party
of the aforesaid request, (ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30 days prior to such settlement
being entered into and (iii) such indemnifying party shall not have reimbursed
such indemnified party in accordance with such request prior to the date of such
settlement.

     (d) If the indemnification provided for in this Section 8 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the exchange of the Transfer Restricted
Securities, or (ii) if the allocation provided by the foregoing clause (i) 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 the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable considerations. 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 Company or the Guarantors on the one hand or such Holder or such
other indemnified party, as the case may be, on the other, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent


                                       19



such statement or omission. The amount paid by an indemnified party as a result
of the losses, claims, damages or liabilities referred to in the first sentence
of this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection (d).
Notwithstanding any other provision of this Section 8(d), the Holders shall not
be required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Transfer Restricted
Securities pursuant to a Registration Statement exceeds the amount of damages
which such Holders have otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the Act or the
Exchange Act shall have the same rights to contribution as such indemnified
party and each person, if any, who controls the Company or the Guarantors within
the meaning of the Act or the Exchange Act shall have the same rights to
contribution as the Company or the Guarantors.

     (e) The agreements contained in this Section 8 shall survive the sale of
the Transfer Restricted Securities pursuant to a Registration Statement and
shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.

SECTION 9. RULE 144A AND RULE 144

     The Company and the Guarantors, jointly and severally, agree with each
Holder, for so long as any Transfer Restricted Securities remain outstanding and
during any period in which the Company or the Guarantors (i) is not subject to
Section 13 or 15(d) of the Exchange Act, to make available, upon request of any
Holder, to such Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities designated by such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A under the Act, and
(ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.

SECTION 10. MISCELLANEOUS

     (a) Remedies. The Company and the Guarantors acknowledge and agree that any
failure by the Company and/or the Guarantors to comply with their respective
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers or
any Holder may obtain such relief as may be required to specifically enforce the
Company's and the Guarantors' obligations under Sections 3 and 4 hereof. The
Company and


                                       20



the Guarantors further agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. Neither the Company nor the Guarantors
will, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither the Company has nor the Guarantors have previously entered into, nor is
currently party to, any agreement granting any registration rights with respect
to its securities to any Person that would require such securities to be
included in any Registration Statement filed hereunder. The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company's and the Guarantors'
securities under any agreement in effect on the date hereof.

     (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 by the Company, the Guarantors
and the written consent of the Holders of a majority in principal amount of the
Transfer Restricted Securities of a particular series affected by such
amendment, modification, supplement, waiver or consents.

     (d) Additional Guarantors. The Company shall cause any of its Restricted
Subsidiaries (as defined in the Indenture) that becomes, prior to the
consummation of the Exchange Offer, a Guarantor in accordance with the terms and
provisions of the Indenture to become a party to this Agreement as a Guarantor.
Notwithstanding the generality of the foregoing statement, any entity that
becomes a Guarantor upon the consummation of the Acquisition (as defined in the
Purchase Agreement) shall become a party to this Agreement as a Guarantor. It is
understood and agreed that if, prior to the Exchange Offer, a Guarantor that has
executed this Agreement is no longer a Guarantor under the Indenture pursuant to
and in accordance with the provisions of the Indenture, such Guarantor shall no
longer be a Guarantor for purposes of this Agreement.

     (e) Third Party Beneficiary. The Holders shall be third party beneficiaries
to the agreements made hereunder between the Company and the Guarantors, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

     By acquiring Transfer Restricted Securities, a Holder will be deemed to
have agreed to indemnify and hold harmless the Company, the Guarantors, and
their respective directors and officers, and each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
to the same extent as the indemnity from the Company and the Guarantors set
forth in Section 8(a) hereof, but only with reference to information relating to
such Holder and provided in writing by such Holder for inclusion in any Shelf
Registration Statement. In no event shall any such Holder be liable or
responsible for any amount in excess of the amount by which such Holder with
respect to its sale of Transfer Restricted Securities pursuant to a Shelf
Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages that such
Holder, its directors,


                                       21



officers or any Person who controls such Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.

     (f) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), facsimile or air courier
guaranteeing overnight delivery:

          (i) if to a Holder, at the address set forth on the records of the
     Registrar under the Indenture, with a copy to the Registrar under the
     Indenture; and

          (ii) if to the Initial Purchasers:

                    Credit Suisse Securities (USA) LLC
                    Eleven Madison Avenue
                    New York, NY 10010-3629
                    Fax No.: (212) 325-4296
                    Attention: Transactions Advisory Group

          (iii) if to the Company or the Guarantors:

                    Clarke American Corp.
                    10931 Laureate Drive
                    San Antonio, TX 78249
                    Facsimile No.: (210) 558-5254
                    Attention: Chief Financial Officer

                    With a copy to:

                    Paul, Weiss, Rifkind, Wharton & Garrison LLP
                    1285 Avenue of the Americas
                    New York, NY 10019
                    Facsimile No.: (212) 492-0052
                    Attention: Lawrence G. Wee

                    And a copy to:

                    M&F Worldwide Corp.
                    35 East 62nd Street
                    New York, NY 10021
                    Facsimile: (212) 572-5056
                    Attention: General Counsel

     All such notices and communications shall 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 telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.


                                       22



     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 specified in the Indenture.

     (g) Successors and Assigns. This Agreement shall be binding upon the
Company, the Guarantors and their respective successors and assigns.

     (h) 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.

     (i) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF. TIME IS OF THE ESSENCE IN THIS AGREEMENT.

     (k) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

     (l) Securities Held by the Company. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Initial Notes or
Exchange Notes is required hereunder, Initial Notes or Exchange Notes held by
the Company or its Affiliates shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

     (m) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                            (Signature Pages Follow)


                                       23




     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


                                        CLARKE AMERICAN CORP.


                                        By: /s/ Judy C. Norris
                                            ------------------------------------
                                            Name:  Judy C. Norris
                                            Title: Vice President, General
                                                   Counsel & Secretary


                                        B2DIRECT, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Assistant Secretary


                                        CENTRALIA HOLDING CORP.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Assistant Secretary


                                        CHECKS IN THE MAIL, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Assistant Secretary


                                        CLARKE AMERICAN CHECKS, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Assistant Secretary




                                        H ACQUISITION CORP.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Vice President and
                                                   Assistant Secretary


                                        HARLAND CHECKS AND SERVICES, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Assistant Secretary


                                        HARLAND FINANCIAL SOLUTIONS, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Vice President and
                                                   Assistant Secretary


                                        HFS CORE SYSTEMS, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Vice President and
                                                   Assistant Secretary


                                        HFS SCANTRON HOLDINGS CORP.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Assistant Secretary




                                        JOHN H. HARLAND COMPANY


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name: Edward P. Taibi
                                            Title: Assistant Secretary


                                        JOHN H. HARLAND COMPANY OF PUERTO RICO


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Assistant Secretary


                                        NEW CS, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Assistant Secretary


                                        NEW SCH, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Assistant Secretary


                                        NEW SCSFH, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Assistant Secretary


                                        NEW SFH, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Assistant Secretary



                                        SCANTRON CORPORATION


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Vice President and
                                                   Assistant Secretary



CREDIT SUISSE SECURITIES (USA) LLC


By: /s/ S. Hayes Smith
    -------------------------------
    Name:  S. Hayes Smith
    Title: Director



BEAR, STEARNS & CO. INC.


By: /s/ Mark Bernstein
    -------------------------------
    Name:  Mark Bernstein
    Title: Senior Managing Director


CITIGROUP GLOBAL MARKETS INC.


By: /s/ Caesar W. Wyszomirski
    -------------------------------
    Name:  Caesar W. Wyszomirski
    Title: Director


J.P. MORGAN SECURITIES INC.


By: /s/ J. Mathew Lyness
    -------------------------------
    Name:  J. Mathew Lyness
    Title: Managing Director
















                                   SCHEDULE I

                                   GUARANTORS

                                 B2Direct, Inc.
                             Centralia Holding Corp.
                            Checks in the Mail, Inc.
                          Clarke American Checks, Inc.
                               H Acquisition Corp.
                        Harland Checks and Services, Inc.
                        Harland Financial Solutions, Inc.
                             HFS Core Systems, Inc.
                           HFS Scantron Holdings Corp.
                             John H. Harland Company
                     John H. Harland Company of Puerto Rico
                                  New CS, Inc.
                                  New SCH, Inc.
                                 New SCSFH, Inc.
                                  New SFH, Inc.
                              Scantron Corporation

EX-4.5

                                                                  EXECUTION COPY

================================================================================

                                CREDIT AGREEMENT

                            Dated as of April 4, 2007

                                      Among

                     THE FINANCIAL INSTITUTIONS PARTY HERETO

                                 as the Lenders

                                       and

                      CREDIT SUISSE, CAYMAN ISLANDS BRANCH

                  as Administrative Agent and Collateral Agent,

                                       and

      CLARKE AMERICAN CORP. (to be renamed HARLAND CLARKE HOLDINGS CORP.),
                                  as Borrower,

                                       and

        The subsidiaries of Clarke American Corp. (to be renamed Harland
             Clarke Holdings Corp.) from time to time party hereto,

                           as Subsidiary Co-Borrowers

                       CREDIT SUISSE SECURITIES (USA) LLC
                            BEAR, STEARNS & CO. INC.
                             as Joint Lead Arrangers

                       CREDIT SUISSE SECURITIES (USA) LLC
                            BEAR, STEARNS & CO. INC.
                           J.P. MORGAN SECURITIES INC.
                          CITIGROUP GLOBAL MARKETS INC.
                              as Joint Bookrunners

                                       and

                       BEAR STEARNS CORPORATE LENDING INC.
                              as Syndication Agent

                                       and

                            JPMORGAN CHASE BANK, N.A.
                          CITIGROUP GLOBAL MARKETS INC.
                           as Co-Documentation Agents

================================================================================



                                TABLE OF CONTENTS



                                                                                               Page
                                                                                               ----

                                    ARTICLE I

                                   Definitions

SECTION 1.01.   Defined Terms...............................................................      1
SECTION 1.02.   Classification of Loans and Borrowings......................................     44
SECTION 1.03.   Terms Generally.............................................................     44
SECTION 1.04.   Effectuation of Transactions................................................     45
SECTION 1.05.   Effect of Restatement of Financial Statements...............................     45

                                   ARTICLE II

                                   The Credits

SECTION 2.01.   Commitments.................................................................     45
SECTION 2.02.   Loans and Borrowings........................................................     45
SECTION 2.03.   Request for Borrowing.......................................................     46
SECTION 2.04.   Funding of Borrowings.......................................................     47
SECTION 2.05.   Type; Interest Elections....................................................     48
SECTION 2.06.   Termination and Reduction of Commitments....................................     50
SECTION 2.07.   Repayment of Loans; Evidence of Debt........................................     50
SECTION 2.08.   Optional Prepayment of Loans................................................     51
SECTION 2.09.   Mandatory Prepayment of Loans...............................................     52
SECTION 2.10.   Fees........................................................................     53
SECTION 2.11.   Interest....................................................................     55
SECTION 2.12.   Alternate Rate of Interest..................................................     55
SECTION 2.13.   Increased Costs.............................................................     56
SECTION 2.14.   Break Funding Payments......................................................     57
SECTION 2.15.   Taxes.......................................................................     57
SECTION 2.16.   Payments Generally; Allocation of Proceeds; Sharing of Set-offs.............     59
SECTION 2.17.   Mitigation Obligations; Replacement of Lenders..............................     61
SECTION 2.18.   Illegality..................................................................     62
SECTION 2.19.   Change of Control...........................................................     62
SECTION 2.20.   Asset Sale Offer............................................................     63
SECTION 2.21.   Pro Rata Treatment..........................................................     65
SECTION 2.22.   Swingline Loans.............................................................     66
SECTION 2.23.   Letters of Credit...........................................................     67
SECTION 2.24.   Incremental Facilities......................................................     71
SECTION 2.25.   Joint and Several Liability of Co-Borrowers.................................     73



                                      -ii-





                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.   Organization; Powers........................................................     76
SECTION 3.02.   Authorization; Enforceability...............................................     77
SECTION 3.03.   Governmental Approvals; No Conflicts........................................     77
SECTION 3.04.   Financial Condition; No Material Adverse Change.............................     77
SECTION 3.05.   Properties..................................................................     78
SECTION 3.06.   Litigation and Environmental Matters........................................     79
SECTION 3.07.   Compliance with Laws and Agreements; Licenses and Permits...................     79
SECTION 3.08.   Investment Company Status...................................................     80
SECTION 3.09.   Taxes.......................................................................     80
SECTION 3.10.   ERISA.......................................................................     80
SECTION 3.11.   Disclosure..................................................................     80
SECTION 3.12.   Material Agreements.........................................................     80
SECTION 3.13.   Solvency....................................................................     81
SECTION 3.14.   Insurance...................................................................     81
SECTION 3.15.   Capitalization and Subsidiaries.............................................     81
SECTION 3.16.   Security Interest in Collateral.............................................     81
SECTION 3.17.   Labor Disputes..............................................................     82
SECTION 3.18.   Federal Reserve Regulations.................................................     82
SECTION 3.19.   Transaction Documents.......................................................     82

                                   ARTICLE IV

                                   Conditions

SECTION 4.01.   All Credit Events After the First Credit Event..............................     82
SECTION 4.02.   First Credit Event..........................................................     83

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.   Financial Statements and Other Information..................................     87
SECTION 5.02.   Notices of Material Events..................................................     90
SECTION 5.03.   Existence; Conduct of Business..............................................     90
SECTION 5.04.   Payment of Obligations......................................................     90
SECTION 5.05.   Maintenance of Properties...................................................     90
SECTION 5.06.   Books and Records; Inspection Rights........................................     91
SECTION 5.07.   Maintenance of Ratings......................................................     91
SECTION 5.08.   Compliance with Laws........................................................     91
SECTION 5.09.   Use of Proceeds.............................................................     91
SECTION 5.10.   Insurance...................................................................     91
SECTION 5.11.   Additional Collateral; Further Assurances...................................     91
SECTION 5.12.   Maintenance of Corporate Separateness.......................................     93



                                      -iii-





SECTION 5.13.   Interest Rate Protection....................................................     93
SECTION 5.14.   Post-Closing Matters........................................................     94

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.   Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock
                   and Preferred Stock......................................................     94
SECTION 6.02.   Limitation on Liens.........................................................    100
SECTION 6.03.   Merger, Consolidation or Sale of All or Substantially All Assets............    100
SECTION 6.04.   Limitation on Restricted Payments...........................................    104
SECTION 6.05.   Limitations on Transactions with Affiliates.................................    109
SECTION 6.06.   Limitations on Asset Sales..................................................    111
SECTION 6.07.   Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries...    112
SECTION 6.08.   Limitations on Guarantees of Indebtedness by Restricted Subsidiaries........    114
SECTION 6.09.   Limitations on Sale and Lease-Back Transactions.............................    115
SECTION 6.10.   Consolidated Leverage Ratio.................................................    115
SECTION 6.11.   Amendments to Other Indebtedness and Agreements.............................    115
SECTION 6.12.   Security Interest...........................................................    116
SECTION 6.13.   Business of Borrower and Restricted Subsidiaries; Holding Company...........    116

                                   ARTICLE VII

                                Events of Default

SECTION 7.01.   Events of Default...........................................................    116
SECTION 7.02.   Right to Cure...............................................................    119

                                  ARTICLE VIII

                                    The Agent

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01.   Notices.....................................................................    122
SECTION 9.02.   Waivers; Amendments.........................................................    123
SECTION 9.03.   Expenses; Indemnity; Damage Waiver..........................................    128
SECTION 9.04.   Successors and Assigns......................................................    130
SECTION 9.05.   Survival....................................................................    133
SECTION 9.06.   Counterparts; Integration; Effectiveness....................................    134
SECTION 9.07.   Severability................................................................    134
SECTION 9.08.   Right of Setoff.............................................................    134
SECTION 9.09.   Governing Law; Jurisdiction; Consent to Service of Process..................    135



                                      -iv-





SECTION 9.10.   WAIVER OF JURY TRIAL........................................................    136
SECTION 9.11.   Headings....................................................................    136
SECTION 9.12.   Confidentiality.............................................................    136
SECTION 9.13.   Several Obligations; Nonreliance; Violation of Law..........................    137
SECTION 9.14.   USA PATRIOT Act.............................................................    137
SECTION 9.15.   Disclosure..................................................................    137
SECTION 9.16.   Appointment for Perfection..................................................    137
SECTION 9.17.   Interest Rate Limitation....................................................    137


SCHEDULES:

Commitment Schedule
Schedule 1.01(d)    -- Certain EBITDA Adjustments
Schedule 3.06       -- Disclosed Matters: Litigation and Environmental
Schedule 5.14       -- Post-Closing Matters
Schedule 6.01(b)(v) -- Existing Indebtedness
Schedule 6.03(d)    -- Certain Permitted Transfers
Schedule 9.01       -- Borrower's Website for Electronic Delivery

EXHIBITS:

Exhibit A -- Form of Administrative Questionnaire
Exhibit B -- Form of Assignment and Assumption
Exhibit C -- Form of Compliance Certificate
Exhibit D -- Joinder Agreement
Exhibit E -- Form of Borrowing Request
Exhibit F -- Form of Promissory Note
Exhibit G -- Incremental Facility Joinder Agreement


                                       -v-



          CREDIT AGREEMENT dated as of April 4, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, this "Agreement"), among
CLARKE AMERICAN CORP. (to be renamed HARLAND CLARKE HOLDINGS CORP.), a Delaware
corporation (the "Borrower"), each Subsidiary Guarantor of the Borrower from
time to time party hereto (each a "Subsidiary Co-Borrower" and, together with
the Borrower, the "Co-Borrowers"), the Lenders (as defined in Article I) and
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity
and together with its successors, the "Administrative Agent") and collateral
agent (in such capacity and together with its successors, the "Collateral
Agent") for the Lenders hereunder (in its capacities as Administrative Agent and
Collateral Agent, the "Agent").

          Pursuant to or in connection with the Merger Agreement (such term and
each other capitalized term used but not defined in this introductory statement
having the meaning given it in Article I), H Acquisition Corp. (the "Merger
Sub") will merge (the "Merger") with and into John H. Harland Company (the
"Company"), with (i) the outstanding capital stock of the Company being
converted into the right to receive an aggregate amount set forth in the Merger
Agreement (the "Merger Consideration") and the other payments set forth in the
Merger Agreement being made (collectively with the Merger Consideration, the
"Merger Agreement Payments"), subject to dissenters' rights and (ii) the Company
surviving as a Wholly-Owned Subsidiary of the Borrower. In connection therewith,
(a) the Borrower will issue the Senior Notes in a public offering or in a Rule
144A or other private placement, (b) the Existing Bank Debt Refinancing and the
Tender Offer will be effected, and (c) the Transaction Costs will be paid.

          In connection with the foregoing, the Borrower, for itself and on
behalf of the other Loan Parties, may request the Lenders to extend credit to
the Co-Borrowers in the form of Loans and Letters of Credit on the Closing Date
in the amount contemplated by Section 2.01. The proceeds of the Tranche B Term
Loans, together with the proceeds of the Senior Notes and the Revolving Loans
incurred and Letters of Credit issued on the Closing Date and cash on hand, are
to be used solely to finance the Merger Agreement Payments, the Existing Bank
Debt Refinancing, the Tender Offer, the replacement of or support for letters of
credit of the Borrower or the Company outstanding on the Closing Date and the
Transaction Costs and, to the extent of any excess, for general corporate
purposes. The proceeds of the Revolving Loans and Swingline Loans incurred and
Letters of Credit issued after the Closing Date are to be used for general
corporate purposes.

          The Lenders are willing to extend such credit to the Co-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 have the meanings specified below:

          "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

          "Acquired Indebtedness" means, with respect to any specified Person,
(a) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Restricted Subsidiary of such specified Person,
including Indebtedness incurred in connection with, or in contemplation of, such
other Person merging with or into, or becoming a Restricted Subsidiary of such



                                                                               2


specified Person, and (b) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

          "Additional Assets" means (a) any property, plant or equipment used or
useful in a Similar Business, including any such asset acquired through any
capital expenditure, (b) the Capital Stock of a Person that becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by the Borrower
or another Restricted Subsidiary or is merged with or into the Borrower or
another Restricted Subsidiary and that is primarily engaged in a Similar
Business, (c) Capital Stock constituting a minority interest in any Person that
at such time is a Restricted Subsidiary that is primarily engaged in a Similar
Business, (d) all or substantially all of the assets of a Similar Business or
(e) other assets that are not classified as current assets under GAAP and that
are used or useful in a Similar Business.

          "Additional Interest" means all liquidated damages then owing pursuant
to the Registration Rights Agreement.

          "Adjusted LIBOR Rate" means, for any Interest Period, the rate
obtained by dividing (a) the LIBOR Rate for such Interest Period by (b) a
percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all
reserves, if any, required to be maintained against "Eurocurrency liabilities"
as specified in Regulation D (including any marginal, emergency, special or
supplemental reserves).

          "Administrative Questionnaire" means an Administrative Questionnaire
in the form of Exhibit A.

          "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 Agreement, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
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.

          "Affiliate Transaction" has the meaning assigned to such term in
Section 6.05.

          "Agent" has the meaning assigned to such term in the preamble to this
Agreement.

          "Aggregate Revolving Credit Exposure" means the aggregate amount of
the Lenders' Revolving Credit Exposures.

          "Agreement" has the meaning assigned to such term in the preamble to
this Agreement.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

          "Applicable Rate" and "Applicable Commitment Fee Rate" shall mean, for
any day, (i) with respect to Tranche B Term Loans that are (x) LIBOR Rate Loans,
2.50% per annum, and (y) ABR Loans, 1.50% per annum and (ii) with respect to
Revolving Loans and with respect to the Applicable Commitment Fee Rate, the rate
per annum set forth under the relevant column heading below based upon the
Consolidated Leverage Ratio as of the relevant date of determination:



                                                                               3


                                                  ABR REVOLVING
                                     LIBOR RATE     LOANS AND     APPLICABLE
                                      REVOLVING     SWINGLINE     COMMITMENT
    CONSOLIDATED LEVERAGE RATIO         LOANS         LOANS        FEE RATE
- ----------------------------------   ----------   -------------   ----------
Category 1                              2.50%         1.50%          0.50%
Greater than 4.00 to 1.00

Category 2                              2.25%         1.25%          0.50%
Greater than 3.50 to 1.00 but less
than or equal to 4.00 to 1.00

Category 3                              2.00%         1.00%         0.375%
Less than or equal to 3.50 to 1.00

Each change in the Applicable Rate or the Applicable Commitment Fee Rate
resulting from a change in the Consolidated Leverage Ratio shall be effective
with respect to all Revolving Loans, Letters of Credit and Revolving Credit
Commitments outstanding on or after the date of delivery to the Agent of the
financial statements and certificates required by Section 5.01(a) or (b) and
Section 5.01(c), 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,
until the Borrower shall have delivered the financial statements and
certificates required by Section 5.01(a) or (b) and Section 5.01(c),
respectively, for the period ended on the last day of the first full fiscal
quarter to end after the Closing Date, the Consolidated Leverage Ratio shall be
deemed to be in Category 1 for purposes of determining the Applicable Rate and
the Applicable Commitment Fee Rate. In addition, (a) at any time during which
the Borrower has failed to deliver the financial statements and certificates
required by Section 5.01(a) or (b) and Section 5.01(c), respectively, or (b) at
any time after the occurrence and during the continuance of an Event of Default,
the Consolidated Leverage Ratio shall be deemed to be in Category 1 for purposes
of determining the Applicable Rate and the Applicable Commitment Fee Rate.

     In the event that any financial statement delivered pursuant to Section
5.01(a) or (b) or any certificate delivered pursuant to Section 5.01(c) is
inaccurate (regardless of whether this Agreement or the Commitments are in
effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Rate or Applicable
Commitment Fee Rate for any period (an "Applicable Period") than the Applicable
Rate or Applicable Commitment Fee Rate applied for such Applicable Period, then
(i) the Borrower shall promptly deliver to the Agent a corrected financial
statement required by Section 5.01(a) or (b), as applicable and a corrected
certificate required by Section 5.01(c) for such Applicable Period and (ii) the
Borrower shall, promptly on demand by the Agent (or, after the occurrence of an
actual or deemed entry of an order for relief with respect to the Borrower under
the Bankruptcy Code of the United States, automatically and without further
action by the Agent,



                                                                               4


any Lender or the Issuing Bank), pay to the Agent the accrued additional
interest and commitment fee, if any, owing as a result of such increased
Applicable Rate or Applicable Commitment Fee Rate, as the case may be, for such
Applicable Period. Nothing in this paragraph shall in any way limit the right of
the Agent or any Lender with respect to Section 2.11(b) or Article VII.

          "Approved Fund" means any Person (other than a natural person) that is
engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course and 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, advises or manages a Lender.

          "Arrangers" is a collective reference to Credit Suisse Securities
(USA) LLC and Bear, Stearns & Co. Inc., each in its capacity as joint lead
arranger and Credit Suisse Securities (USA) LLC, Bear, Stearns & Co. Inc., J.P.
Morgan Securities Inc. and Citigroup Global Markets Inc., each in its capacity
as joint bookrunner.

          "Asset Sale" means (a) the sale, conveyance, transfer or other
disposition, whether in a single transaction or a series of related
transactions, of property or assets (including by way of a Sale and Lease-Back
Transaction) of the Borrower or any Restricted Subsidiary (each referred to in
this definition as a "disposition"), and (b) the issuance or sale of Equity
Interests of any Restricted Subsidiary (other than directors' qualifying
shares), whether in a single transaction or a series of related transactions, in
each case, other than:

               (i) a disposition of cash, Cash Equivalents or Investment Grade
          Securities or obsolete or worn out equipment, vehicles or other
          similar assets in the ordinary course of business or any disposition
          of inventory or goods held for sale in the ordinary course of business
          or any disposition of assets no longer used or useful or necessary in
          the conduct of the business of the Borrower and its Restricted
          Subsidiaries;

               (ii) the disposition of all or substantially all of the assets of
          a Loan Party in a manner permitted pursuant to Section 6.03 or any
          disposition that constitutes a Change of Control;

               (iii) the making of any Permitted Investment or the making of any
          Restricted Payment that is not prohibited by Section 6.04;

               (iv) any disposition of assets or issuance or sale of Equity
          Interests of any Restricted Subsidiary, in each case that do not or
          would not upon issuance constitute Collateral, in any transaction or
          series of transactions with an aggregate fair market value of less
          than $7,500,000;

               (v) any disposition of Collateral in any transaction or series of
          related transactions with an aggregate fair market value of less than
          $5,000,000; provided that the aggregate fair market value of all
          Collateral that is the subject of such dispositions occurring on or
          after the Closing Date in reliance on this clause (v) shall not exceed
          $50,000,000;

               (vi) any disposition of property or assets or issuance or
          transfer of securities by a Restricted Subsidiary to the Borrower or
          by the Borrower or a Restricted Subsidiary to a Restricted Subsidiary;

               (vii) to the extent allowable under Section 1031 of the Code, any
          exchange of like property (excluding any boot thereon) for use in a
          Similar Business;



                                                                               5


               (viii) the lease, assignment or sub-lease of any real or personal
          property in the ordinary course of business;

               (ix) any issuance or sale of Equity Interests in, or Indebtedness
          or other securities of, an Unrestricted Subsidiary;

               (x) foreclosures on assets;

               (xi) sales of accounts receivable, payment intangibles and
          related assets, or participations therein, in connection with any
          Receivables Facility;

               (xii) the unwinding of any Hedging Obligations;

               (xiii) the sale or grant of licenses or sub-licenses of
          Intellectual Property entered into in the ordinary course of business;

               (xiv) creation or realization of Liens that are permitted to be
          incurred by this Agreement;

               (xv) any transfer of property or assets that is a surrender or
          waiver of a contract right or a settlement, surrender or release of a
          contract or tort claim;

               (xvi) dispositions in connection with Sale and Lease-Back
          Transactions permitted by Section 6.09; and

               (xvii) dispositions of Investments in joint ventures to the
          extent required by, or made pursuant to customary buy/sell
          arrangements between, the joint venture parties set forth in joint
          venture agreements and similar binding agreements.

          "Asset Sale Offer" has the meaning assigned to such term in Section
2.20(d).

          "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Agent, in the form of Exhibit B
or any other form approved by the Agent.

          "Attributable Debt" in respect of a Sale and Lease-Back Transaction
means, as at the time of determination, the present value (discounted at the
interest rate 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 such Sale and Lease-Back Transaction (including
any period for which such lease has been extended); provided, however, that if
such Sale and Lease-Back Transaction results in a Capitalized Lease Obligation,
the amount of Indebtedness represented thereby will be determined in accordance
with the definition of "Capitalized Lease Obligation".

          "Attributable Receivables Facility Debt" means, at any time, the
principal amount of any Receivables Facility outstanding at such time; provided
that in the case of a multi-seller Receivables Facility, the amount of
"Attributable Receivables Facility Debt" shall be the portion of the principal
amount of such Receivables Facility attributable (as determined in good faith by
the Borrower) to any receivables or payment intangibles transferred by the
Borrower or any Restricted Subsidiary in support of such Receivables Facility at
or prior to such time and still outstanding.

          "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.



                                                                               6


          "Board of Directors" means (a) with respect to a corporation, the
board of directors of the corporation or any committee thereof, (b) with respect
to a partnership the general partner of which is a corporation, the board of
directors of the general partner of the partnership or any committee thereof and
(c) with respect to any other Person, the board or committee of such Person (or
such Person's general partner, manager or equivalent) serving a similar
function.

          "Board Resolution" means, with respect to the Borrower, a duly adopted
resolution of the Board of Directors of the Borrower or any committee thereof.

          "Borrower" has the meaning assigned to such term in the preamble to
this Agreement.

          "Borrowing" means any (a) Loans of the same Class and Type made,
converted or continued on the same date (whether to one or more Co-Borrowers)
and, in the case of LIBOR Rate Loans, as to which a single Interest Period is in
effect or (b) a Swingline Loan.

          "Borrowing Request" means a request by the Borrower for a Borrowing in
accordance with Section 2.03 and substantially in the form attached hereto as
Exhibit E, or such other form as shall be approved by the Agent.

          "Budget" has the meaning assigned to such term in Section 5.01(f).

          "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a LIBOR Rate 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.

          "Capital Expenditures" means, for any period, the aggregate of (a) all
expenditures (whether paid in cash or accrued as liabilities) by the Borrower
and the Restricted Subsidiaries during such period that, in conformity with
GAAP, are or are required to be included as additions during such period to
property, plant or equipment reflected in the consolidated balance sheet of the
Borrower and the Restricted Subsidiaries and (b) the value of all assets under
Capitalized Lease Obligations incurred by the Borrower and its Restricted
Subsidiaries during such period; provided that the term "Capital Expenditures"
shall not include:

               (i) expenditures made in connection with the replacement,
          substitution, restoration or repair of assets to the extent financed
          with (x) insurance proceeds paid on account of the loss of or damage
          to the assets being replaced, restored or repaired or (y) awards of
          compensation arising from the taking by eminent domain or condemnation
          of the assets being replaced,

               (ii) the purchase price of equipment that is purchased
          simultaneously with the trade-in of existing equipment to the extent
          that the gross amount of such purchase price is reduced by the credit
          granted by the seller of such equipment for the equipment being traded
          in at such time,

               (iii) the purchase of plant, property or equipment to the extent
          financed with the proceeds of Asset Sales that are not applied to
          prepay Loans pursuant to Section 2.20,

               (iv) expenditures that constitute Consolidated Lease Expense,

               (v) expenditures that are accounted for as capital expenditures
          by the Borrower or any Restricted Subsidiary and that actually are
          paid for by a Person other than the



                                                                               7


          Borrower or any Restricted Subsidiary and for which neither the
          Borrower nor any Restricted Subsidiary has provided or is required to
          provide or incur, directly or indirectly, any consideration or
          obligation to such Person or any other Person (whether before, during
          or after such period),

               (vi) the book value of any asset owned by the Borrower or any
          Restricted Subsidiary prior to or during such period to the extent
          that such book value is included as a capital expenditure during such
          period as a result of such Person reusing or beginning to reuse such
          asset during such period without a corresponding expenditure actually
          having been made in such period, provided that (x) any expenditure
          necessary in order to permit such asset to be reused shall be included
          as a Capital Expenditure during the period in which such expenditure
          actually is made and (y) such book value shall have been included in
          Capital Expenditures when such asset was originally acquired,

               (vii) expenditures that constitute acquisitions of Persons or
          business units permitted hereunder, or

               (viii) capitalized pre-paid incentive payments.

          "Capital Stock" means (a) in the case of a corporation, corporate
stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (d) 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.

          "Capitalized Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at such time be required to be capitalized and reflected as a
liability on a balance sheet (excluding the footnotes thereto) in accordance
with GAAP.

          "Cash Equivalents" means:

          (a) Dollars;

          (b) Canadian dollars, Japanese yen, pounds sterling, euro or, in the
     case of any Foreign Subsidiary that is a Restricted Subsidiary, such local
     currencies held by it from time to time in the ordinary course of business;

          (c) securities issued or directly and fully and unconditionally
     guaranteed or insured by the government of the United States of America or
     any agency or instrumentality thereof the securities of which are
     unconditionally guaranteed as a full faith and credit obligation of such
     government with maturities of 24 months or less from the date of
     acquisition;

          (d) certificates of deposit, time deposits and eurodollar time
     deposits with maturities of one year or less from the date of acquisition,
     bankers' acceptances with maturities not exceeding one year and overnight
     bank deposits, in each case with any commercial bank having capital and
     surplus in excess of $250,000,000;

          (e) repurchase obligations for underlying securities of the types
     described in clauses (c) and (d) above entered into with any financial
     institution meeting the qualifications specified in clause (d) above;



                                                                               8


          (f) commercial paper rated at least "P-1" by Moody's or at least "A-1"
     by S&P and in each case maturing within 12 months after the date of
     issuance thereof;

          (g) investment funds investing at least 95% of their assets in
     securities of the types described in clauses (a) through (f) above;

          (h) readily marketable direct obligations issued by any state of the
     United States of America or any political subdivision thereof having one of
     the two highest rating categories obtainable from either Moody's or S&P
     with maturities of 24 months or less from the date of acquisition; and

          (i) Indebtedness or Preferred Stock issued by Persons with a rating of
     "A" or higher from S&P or "A2" or higher from Moody's with maturities of 12
     months or less from the date of acquisition.

          Notwithstanding the foregoing, Cash Equivalents shall include amounts
denominated in currencies other than those set forth in clauses (a) and (b)
above; provided that such amounts are converted into one or more of the
currencies set forth in clauses (a) and (b) above as promptly as practicable and
in any event within ten (10) Business Days following the receipt of such
amounts.

          "Cash Management Obligations" means any obligations of the Borrower or
any of its Restricted Subsidiaries in respect of any arrangement for treasury,
depositary or cash management services provided to the Borrower or any of its
Restricted Subsidiaries in connection with any transfer or disbursement of funds
through an automated clearinghouse or on a same day or immediate or accelerated
availability basis. The designation of any such arrangement as included in
Secured Hedging and Cash Management Obligations shall not create in favor of the
provider of such services any rights in connection with the management,
enforcement or release of any Collateral or any claim against any Loan Guarantor
under the Loan Documents.

          "Change of Control" means (a) the occurrence of the sale, lease or
transfer, in one or a series of related transactions, of all or substantially
all of the assets of Holdings, the Borrower and its subsidiaries, taken as a
whole, to any Person other than a Permitted Holder; (b) the Borrower becoming
aware of (by way of a report or any other filing pursuant to Section 13(d) of
the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by
any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act, or any successor provision), including any group acting for
the purpose of acquiring, holding or disposing of securities (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), other
than the Permitted Holders, in a single transaction or in a series of related
transactions, by way of merger, consolidation or other business combination or
purchase of beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act, or any successor provision) of 50% or more of the total voting
power of the Voting Stock of the Borrower; (c) the board of directors of the
Borrower ceasing to consist of a majority of Continuing Directors; (d) Holdings
at any time failing to own directly or indirectly, beneficially and of record,
100% of each class of issued and outstanding Capital Stock of the Borrower; or
(e) any change of control (or similar event, however denominated) with respect
to Holdings or the Borrower occurring (and not having been waived) under the
Senior Notes Indenture causing the party thereto to make an offer to purchase or
redeem such Indebtedness.

          Notwithstanding the foregoing, (A) any holding company whose only
significant asset is Equity Interests of Holdings or the Borrower or any of
their direct or indirect parent companies shall not itself be considered a
"Person" for purposes of clause (b) above; (B) the term "Change of Control"
shall not include a merger or consolidation of the Borrower or Holdings with or
the sale, assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the Borrower's or Holdings' assets to, an



                                                                               9


Affiliate incorporated or organized solely for the purpose of reincorporating or
reorganizing the Borrower or Holdings in another jurisdiction and/or for the
sole purpose of forming or collapsing a holding company structure; and (C) a
"Person" shall not be deemed to have beneficial ownership of securities subject
to a stock purchase agreement, merger agreement or similar agreement (or voting
or option agreement related thereto) until the consummation of the transactions
contemplated by such agreement.

          "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.13(b), by any lending office of such Lender
or Issuing Bank or by such Lender's or Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement (other than any such request, guideline or directive to comply with
any law, rule or regulation that was in effect on the date of this Agreement).

          "Charges" has the meaning assigned to such term in Section 9.17.

          "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Term Loans or Swingline Loans and, when used in reference to any Commitment,
refers to whether such Commitment is a Revolving Credit Commitment, Term Loan
Commitment or Swingline Commitment.

          "Closing Date" means the date on which the conditions specified in
Section 4.02 are satisfied (or waived in accordance with Section 9.02).

          "Co-Borrowers" means the Borrower and each Subsidiary Co-Borrower from
time to time party to this Agreement.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

          "Collateral" means any and all property owned, leased or operated by a
Person subject to a security interest or Lien under the Collateral Documents and
any and all other property of any Loan Party, now existing or hereafter
acquired, that may at any time be or become subject to a security interest or
Lien in favor of Agent, on behalf of itself and the Secured Parties, to secure
the Secured Obligations; provided, however, that Collateral shall not at any
time include any Margin Stock.

          "Collateral Documents" means, collectively, the Guarantee and
Collateral Agreement, the Mortgages and any other documents granting a Lien upon
the Collateral as security for payment of the Secured Obligations.

          "Commitment" means, with respect to any Lender, such Lender's
Revolving Credit Commitment, Tranche B Term Loan Commitment and Swingline
Commitment.

          "Commitment Fee" shall have the meaning assigned to such term in
Section 2.10(a).

          "Commitment Fee Rate" shall mean, for purposes of calculating the
Commitment Fee, a rate per annum equal to the Applicable Commitment Fee Rate as
in effect from time to time.

          "Commitment Schedule" means the Schedule attached hereto identified as
such.

          "Company" has the meaning assigned to such term in the introductory
statement to this Agreement.



                                                                              10


          "Compliance Certificate" has the meaning assigned to such term in
Section 5.01(c).

          "Consolidated Depreciation and Amortization Expense" means with
respect to any Person for any period, the sum of (i) the total amount of
depreciation and amortization expense, including the amortization of deferred
financing fees and other related noncash charges of such Person and its
Restricted Subsidiaries for such period on a consolidated basis and otherwise
determined in accordance with GAAP and (ii) to the extent not included in clause
(i), the amount of amortization expense related to capitalized pre-paid
incentive payments.

          "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum, without duplication, of (a) consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, to the extent
such expense was deducted in computing Consolidated Net Income (including (i)
amortization of original issue discount resulting from the issuance of
Indebtedness at less than par, (ii) all commissions, discounts and other fees
and charges owed with respect to letters of credit or bankers' acceptances,
(iii) noncash interest payments (but excluding any noncash interest expense
attributable to the movement in the mark-to-market valuation of Hedging
Obligations or other derivative instruments pursuant to GAAP), (iv) the interest
component of Capitalized Lease Obligations and (v) net payments, if any,
pursuant to interest rate Hedging Obligations with respect to Indebtedness, and
excluding (A) Additional Interest, (B) amortization of deferred financing fees,
debt issuance costs, commissions, fees and expenses, (C) any expensing of
bridge, commitment and other financing fees, (D) commissions, discounts, yield
and other fees and charges (including any interest expense) related to any
Receivables Facility, (E) any redemption premiums, prepayment fees, other
charges or penalties incurred in connection with the Transactions and (F) any
premiums, fees or other charges incurred in connection with the Existing Bank
Debt Refinancing or the Tender Offer (in each case of (A) through (F), to the
extent included in any of the foregoing items (i) through (v)), plus (b)
consolidated capitalized interest of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued, less (c) interest income for such
period and net receipts, if any, pursuant to interest rate Hedging Obligations
with respect to Indebtedness. For purposes of this definition, interest on a
Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by such Person to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP.

          "Consolidated Lease Expense" means for any period, all rental expenses
of the Borrower and its Restricted Subsidiaries during such period under
operating leases for real or personal property (including in connection with
Sale and Lease-Back Transactions permitted hereunder), excluding real estate
taxes, insurance costs and common area maintenance charges and net of sublease
income, other than (a) obligations under vehicle leases entered into in the
ordinary course of business, (b) all such rental expenses associated with assets
acquired pursuant to an acquisition of a Person or business unit to the extent
such rental expenses relate to operating leases in effect at the time of (and
immediately prior to) such acquisition and related to periods prior to such
acquisition and (c) all Capitalized Lease Obligations, all as determined on a
consolidated basis in accordance with GAAP.

          "Consolidated Leverage Ratio" means, with respect to any Person as of
any date of determination, the ratio of (a) the excess of (i) Consolidated Total
Indebtedness of such Person as of the end of the most recent fiscal quarter for
which internal financial statements are available immediately preceding the date
on which such event for which such calculation is being made shall occur over
(ii) an amount equal to the lesser of (x) the amount of cash and Cash
Equivalents of the Borrower and its Restricted Subsidiaries on such date that
are free and clear of any Lien (other than non-consensual Permitted Liens and
Permitted Liens of the type set forth in clauses (v) through (y) of the
definition thereof) and (y) $40 million to (b) the aggregate amount of EBITDA of
such Person for the period of the most recently ended four full consecutive
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such event for which such calculation is
being made



                                                                              11


shall occur, in each case with such pro forma adjustments to Consolidated Total
Indebtedness and EBITDA as are appropriate and consistent with the pro forma
adjustment provisions set forth in the definition of "Fixed Charge Coverage
Ratio".

          "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, and otherwise determined
in accordance with GAAP; provided that, without duplication:

          (a) any net after-tax restructuring expense or extraordinary,
     non-recurring or unusual gains or losses (less all fees and expenses
     relating thereto) or expenses (including relating to severance, relocation,
     one-time compensation charges and the Transactions) shall be excluded,

          (b) the Net Income for such period shall not include the cumulative
     effect of a change in accounting principles during such period, whether
     effected through a cumulative effect adjustment or a retroactive
     application in each case in accordance with GAAP,

          (c) any net after-tax income (loss) from disposed or discontinued
     operations and any net after-tax gains or losses on disposal of disposed or
     discontinued operations shall be excluded,

          (d) any net after-tax gains or losses (less all fees and expenses
     relating thereto) attributable to asset dispositions or the sale or other
     disposition of any Capital Stock of any Person other than in the ordinary
     course of business, as determined in good faith by the Borrower, shall be
     excluded,

          (e) the Net Income for such period of any Person that is not a
     subsidiary, or is an Unrestricted Subsidiary or a Receivables Subsidiary,
     or that is accounted for by the equity method of accounting, shall be
     excluded; provided that Consolidated Net Income of the Borrower shall be
     increased by the amount of dividends or distributions or other payments
     that are actually paid in cash (or to the extent converted into cash) to
     the referent Person or a Restricted Subsidiary thereof in respect of such
     period,

          (f) [Intentionally Omitted]

          (g) any increase in amortization or depreciation or other noncash
     charges (including, without limitation, any non-cash fair value adjustment
     of inventory) resulting from the application of purchase accounting in
     relation to the Transactions or any other acquisition that is consummated
     after the Closing Date, net of taxes, shall be excluded,

          (h) any net after-tax income (loss) from Hedging Obligations or Cash
     Management Obligations and the application of Statement of Financial
     Accounting Standards No. 133 or other derivative instruments or from the
     extinguishment of Indebtedness shall be excluded,

          (i) any net after-tax impairment charge or asset write-off, in each
     case pursuant to GAAP, and the amortization of intangibles arising pursuant
     to GAAP shall be excluded, and

          (j) any net after-tax noncash compensation expense recorded from
     grants of stock appreciation or similar rights, stock options, restricted
     stock or other rights to officers, directors, employees, managers or
     consultants shall be excluded,



                                                                              12


          (k) any non-cash cost related to the termination of any employee
     pension benefit plan, together with any related provision for taxes on any
     such termination (or the tax effect of any such termination) shall be
     excluded;

          (l) any deferred financing costs amortized or written off, and
     premiums and prepayment penalties paid in connection with the Transactions
     or any other acquisition or disposition that is consummated after the
     Closing Date shall be excluded,

          (m) any net gain or loss resulting in such period from currency
     translation gains or losses related to currency remeasurements of
     Indebtedness shall be excluded, and

          (n) any charges resulting from the application of Statement of
     Financial Accounting Standards No. 141 "Business Combinations", No. 142
     "Goodwill and Other Intangible Assets", No. 144 "Accounting for the
     Impairment or Disposal of Long-Lived Assets" or No. 150 "Accounting for
     Certain Financial Instruments with Characteristics of Both Liabilities and
     Equity" shall be excluded.

          "Consolidated Secured Debt Ratio" as of any date of determination
means the ratio of (a) the excess of (i) Consolidated Total Indebtedness of the
Borrower and the Restricted Subsidiaries that is secured by Liens as of the end
of the most recent fiscal quarter for which internal financial statements are
available immediately preceding the date on which such event for which such
calculation is being made shall occur over (ii) an amount equal to the lesser of
(x) the amount of cash and Cash Equivalents of the Borrower and its Restricted
Subsidiaries on such date that are free and clear of any Lien (other than
non-consensual Permitted Liens and Permitted Liens of the type set forth in
clauses (v) through (y) of the definition thereof) and (y) $40 million to (b)
the aggregate amount of EBITDA of the Borrower and the Restricted Subsidiaries
for the period of the most recently ended consecutive four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such event for which such calculation is being made shall occur,
in each case with such pro forma adjustments to Consolidated Total Indebtedness
and EBITDA as are appropriate and consistent with the pro forma adjustment
provisions set forth in the definition of "Fixed Charge Coverage Ratio".

          "Consolidated Total Indebtedness" means, as at any date of
determination, an amount equal to the sum, without duplication, of (a) the
aggregate principal amount of all outstanding Indebtedness of the Borrower and
the Restricted Subsidiaries on a consolidated basis consisting of Indebtedness
for borrowed money, obligations in respect of Capitalized Lease Obligations,
Attributable Debt in respect of Sale and Lease-Back Transactions and debt
obligations evidenced by bonds, notes, debentures or similar instruments or
letters of credit or bankers' acceptances (and excluding (x) any undrawn letters
of credit issued in the ordinary course of business and (y) all obligations
relating to Receivables Facilities) and (b) the aggregate amount of all
outstanding Disqualified Stock of the Borrower and all Disqualified Stock and
Preferred Stock of the Restricted Subsidiaries (excluding items eliminated in
consolidation), with the amount of such Disqualified Stock and Preferred Stock
equal to the greater of their respective voluntary or involuntary liquidation
preferences and Maximum Fixed Repurchase Prices, in each case determined on a
consolidated basis in accordance with GAAP. For purposes of this definition, the
"Maximum Fixed Repurchase Price" of any Disqualified Stock or Preferred Stock
that does not have a fixed repurchase price shall be calculated in accordance
with the terms of such Disqualified Stock or Preferred Stock as if such
Disqualified Stock or Preferred Stock were purchased on any date on which
Consolidated Total Indebtedness shall be required to be determined pursuant to
this Agreement, and if such price is based upon, or measured by, the fair market
value of such Disqualified Stock or Preferred Stock, such fair market value
shall be determined in good faith by the Borrower.



                                                                              13


          "Consolidated Working Capital" means, at any date, the excess of (a)
the sum of all amounts (other than cash and Cash Equivalents) that would, in
conformity with GAAP, be set forth opposite the caption "total current assets"
(or any like caption) on a consolidated balance sheet of the Borrower and its
Restricted Subsidiaries at such date over (b) the sum of all amounts that would,
in conformity with GAAP, be set forth opposite the caption "total current
liabilities" (or any like caption) on a consolidated balance sheet of the
Borrower and its Restricted Subsidiaries on such date, including deferred
revenue but excluding, without duplication, the current portion of any Funded
Debt.

          "Contingent Obligations" means, with respect to any Person, any
obligation of such Person guaranteeing any leases, dividends or other
obligations that do not constitute Indebtedness (the "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, or (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 against loss in respect thereof.

          "Continuing Directors" means the directors of the Borrower on the
Closing Date, after giving effect to the Transactions and the other transactions
contemplated thereby, and each other director if, in each case, such other
director's nomination for election to the board of directors of Borrower is
recommended by at least a majority of the then Continuing Directors.

          "Cumulative Retained Excess Cash Flow Amount" means, at any time, an
amount, not less than zero, determined on a cumulative basis, equal to the
amount, for each Excess Cash Flow Period ending after the Closing Date, by which
the Excess Cash Flow for such Excess Cash Flow Period exceeds the amount of such
Excess Cash Flow required to be applied to repay the Term Loans in accordance
with clauses (d) and (f) of Section 2.09.

          "Credit Event" has the meaning assigned to such term in Section 4.01.
"Cure Amount" has the meaning assigned to such term in Section 7.02.

          "Cure Right" has the meaning assigned to such term in Section 7.02.

          "Cure Amount" has the meaning assigned to such term in Section 7.02.

          "Current Asset Collateral" means accounts receivable, payment
intangibles, inventory and other current assets and all proceeds thereof, and
all cash, cash equivalents, instruments, chattel paper, general intangibles
(excluding, for the avoidance of doubt, trademarks, tradenames and other
intellectual property, other than any such intellectual property embedded in or
necessary or advisable for the use of Current Asset Collateral), deposit
accounts, documents, books and records, supporting obligations, letters of
credit, insurance proceeds and investment property in each case arising from any
such accounts receivable, payment intangibles, inventory and other current
assets, and other assets of a similar nature or reasonably related 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.

          "Designated Asset Sale" means the sale, conveyance, transfer or other
disposition, whether in a single transaction or a series of related
transactions, of property or assets (including by way of a Sale and Lease-Back
Transaction and including the disposition of Capital Stock of any Subsidiary) of
Holdings, the Borrower or any Subsidiary other than (i) property or assets of
the Printed Products



                                                                              14


Business, (ii) Capital Stock of the Borrower and (iii) Capital Stock of any
Restricted Subsidiary conducting any material portion of the Printed Products
Business at the time of such disposition.

          "Designated Noncash Consideration" means the fair market value of
noncash consideration received by Holdings, the Borrower or a Restricted
Subsidiary in connection with an Asset Sale that is so designated as Designated
Noncash Consideration pursuant to an Officers' Certificate, setting forth the
basis of such valuation, less the amount of cash or Cash Equivalents received in
connection with a subsequent sale of such Designated Noncash Consideration.

          "Designated Preferred Stock" means Preferred Stock of the Borrower or
any parent company thereof (in each case other than Disqualified Stock) that is
issued for cash (other than to a Restricted Subsidiary) and is so designated as
Designated Preferred Stock pursuant to an Officers' Certificate, as the case may
be, on the issuance date thereof.

          "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06, as such Schedule may be
updated from time to time by written notice from the Borrower to the Agent with
the consent of the Required Revolving Lenders.

          "Disqualified Stock" means, with respect to any Person, any Capital
Stock of such Person which, by its terms, or by the terms of any security into
which it is convertible or for which it is putable or exchangeable, or upon the
happening of any event, matures or is mandatorily redeemable (other than solely
for Capital Stock that is not Disqualified Stock), other than as a result of a
change of control or asset sale, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, other than as a
result of a change of control or asset sale, in whole or in part, in each case
prior to the date that is ninety-one (91) days after the earlier of the Tranche
B Maturity Date and the date the Loans are no longer outstanding; provided that
if such Capital Stock is issued to any plan for the benefit of employees of the
Borrower or its subsidiaries or by any such plan to such employees, such Capital
Stock shall not constitute Disqualified Stock solely because it may be required
to be repurchased by the Borrower or its subsidiaries in order to satisfy
applicable statutory or regulatory obligations; provided, further, that any
Capital Stock held by any future, present or former employee, director, officer,
manager or consultant (or their estates, spouses or former spouses) of the
Borrower, any of its Subsidiaries or any of its direct or indirect parent
companies pursuant to any stockholders agreement, management equity plan or
stock option plan or any other management or employee benefit plan or agreement
shall not constitute Disqualified Stock solely because it may be required to be
repurchased by the Borrower or its Subsidiaries following the termination of
employment of such employee, director, officer, manager or consultant with the
Borrower or any of its Subsidiaries.

          "Documentation Agents" means each of JPMorgan Chase Bank, N.A. and
Citigroup Global Markets Inc.

          "Dollars" or "$" refers to lawful money of the United States of
America.

          "Domestic Subsidiary" means, with respect to any Person, any
Restricted Subsidiary of such Person other than (a) a Foreign Subsidiary or (b)
any Domestic Subsidiary of a Foreign Subsidiary, but, in each case, including
any subsidiary that guarantees or otherwise provides direct credit support for
any indebtedness of the Borrower.

          "EBITDA" means, with respect to any Person for any period, the
Consolidated Net Income of such Person for such period,

          (a) increased by (without duplication):



                                                                              15


               (i) provision for taxes based on income or profits, plus
          franchise or similar taxes, of such Person for such period deducted in
          computing Consolidated Net Income, plus

               (ii) consolidated Fixed Charges of such Person for such period to
          the extent the same was deducted in calculating Consolidated Net
          Income, plus

               (iii) Consolidated Depreciation and Amortization Expense of such
          Person for such period to the extent such depreciation and
          amortization were deducted in computing Consolidated Net Income, plus

               (iv) any expenses or charges related to any equity offering,
          permitted acquisition or other Investment, permitted disposition,
          recapitalization or the incurrence of Indebtedness permitted to be
          incurred hereunder including a refinancing thereof (in each case,
          whether or not successful) and any amendment or modification to the
          terms of any such transactions, including such fees, expenses or
          charges related to the Transactions deducted in computing Consolidated
          Net Income for such period, plus

               (v) the amount of any restructuring charge, redemption premium,
          prepayment penalty, premium and other related fee or reserve deducted
          in such period in computing Consolidated Net Income, including any
          one-time costs incurred in connection with (A) acquisitions after the
          Closing Date or (B) the closing or consolidation of production or
          other operating facilities, plus

               (vi) any write offs, write downs or other noncash charges
          reducing Consolidated Net Income for such period, excluding any such
          charge that represents an accrual or reserve for a cash expenditure
          for a future period, plus

               (vii) the amount of any minority interest expense deducted in
          calculating Consolidated Net Income for such period, plus

               (viii) the amount of management, monitoring, consulting and
          advisory fees and related expenses paid (or any accruals related to
          such fees or related expenses) (including by means of a dividend)
          during such period to the Sponsor to the extent permitted under
          Section 6.05, plus

               (ix) [Intentionally Omitted]

               (x) any costs or expenses incurred by the Borrower or a
          Restricted Subsidiary pursuant to any management equity plan, stock
          option plan, phantom equity plan or any other management or employee
          benefit plan or agreement or any stock subscription or stockholders
          agreement, to the extent that such costs or expenses are funded with
          cash proceeds contributed to the capital of the Borrower or net cash
          proceeds of issuance of Equity Interests of the Borrower (other than
          Disqualified Stock that is Preferred Stock);

          (b) decreased by (without duplication) noncash gains increasing
     Consolidated Net Income of such Person for such period, excluding any gains
     that represent the reversal of any accrual of, or cash reserve for,
     anticipated cash charges in any prior period (other than such cash charges
     that have been added back to Consolidated Net Income in calculating EBITDA
     in accordance with this definition);

          (c) increased or decreased, as applicable, by (without duplication)
     (i) any net gain or loss resulting in such period from Hedging Obligations
     and the application of Statement of Financial



                                                                              16


     Accounting Standards No. 133, (ii) any net gain or loss resulting in such
     period from currency translation gains or losses related to currency
     remeasurements of Indebtedness and (iii) the amount of gain or loss
     resulting in such period from a sale of receivables, payment intangibles
     and related assets to a Receivables Subsidiary in connection with a
     Receivables Facility; and

          (d) increased by the amount set forth for such period on Schedule
     1.01(d) hereto (which adjustments may be incremental to pro forma
     adjustments made pursuant to the relevant definitions and provisions in
     which the term EBITDA is used).

          "EMU" means the economic and monetary union contemplated by the Treaty
of the European Union.

          "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

          "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

          "Environmental Permit" shall mean any Permit under Environmental Law.

          "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.

          "ERISA" means the Employee Retirement Income Security Act of 1974 and
any regulations issued pursuant thereto, as amended from time to time.

          "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

          "ERISA Event" means (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); (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
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; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice of an intent to terminate any Plan or Plans or to
appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or
any of its ERISA Affiliates of any liability with respect to the withdrawal or
partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by
the Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any



                                                                              17


ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is insolvent or in reorganization,
within the meaning of Title IV of ERISA.

          "euro" means the single currency of participating member states of the
EMU.

          "Event of Default" has the meaning assigned to such term in Article
VII.

          "Excess Cash Flow" means, for any period, an amount equal to the
excess of:

          (a) the sum, without duplication, of:

          (i) Consolidated Net Income of the Borrower and the Restricted
     Subsidiaries for such period,

          (ii) an amount equal to the amount of all non-cash charges to the
     extent deducted in arriving at such Consolidated Net Income,

          (iii) decreases in Consolidated Working Capital and long-term account
     receivables for such period (other than any such decreases arising from
     acquisitions by the Borrower and its Restricted Subsidiaries completed
     during such period), and

          (iv) an amount equal to the aggregate net non-cash loss on the sale,
     lease, transfer or other disposition of assets by the Borrower and its
     Restricted Subsidiaries during such period (other than sales in the
     ordinary course of business) to the extent deducted in arriving at such
     Consolidated Net Income; over

          (b) the sum, without duplication, of:

          (i) an amount equal to the amount of all non-cash credits included in
     arriving at such Consolidated Net Income and cash charges included in
     clauses (a) through (n) of the definition of Consolidated Net Income,

          (ii) without duplication of amounts deducted pursuant to clause (xi)
     below in prior periods, the amount of Capital Expenditures made in cash
     during such period, except to the extent that such Capital Expenditures
     were financed with the proceeds of Indebtedness of the Borrower or its
     Restricted Subsidiaries,

          (iii) the aggregate amount of all principal payments of Indebtedness
     of the Borrower and its Restricted Subsidiaries (including (x) the
     principal component of payments in respect of Capitalized Lease Obligations
     and (y) the amount of any prepayment of Loans pursuant to Section 2.08 or
     2.20 made with the proceeds of an Asset Sale to the extent such Asset Sale
     resulted in an increase to Consolidated Net Income and not in excess of the
     amount of such increase, but excluding all other prepayments of the Loans)
     made during such period (other than in respect of any revolving credit
     facility to the extent there is not an equivalent permanent reduction in
     commitments thereunder), except to the extent financed with the proceeds of
     other Indebtedness of the Borrower or its Restricted Subsidiaries,

          (iv) an amount equal to the aggregate net non-cash gain on the sale,
     lease, transfer or other disposition of assets by the Borrower and its
     Restricted Subsidiaries during such period (other than sales in the
     ordinary course of business) to the extent included in arriving at such
     Consolidated Net Income,



                                                                              18


          (v) increases in Consolidated Working Capital and long-term account
     receivables for such period (other than any such increases arising from
     acquisitions of a Person or business unit by the Borrower and its
     Restricted Subsidiaries during such period),

          (vi) cash payments by the Borrower and its Restricted Subsidiaries
     during such period in respect of long-term liabilities of the Borrower and
     its Restricted Subsidiaries other than Indebtedness,

          (vii) without duplication of amounts deducted pursuant to clause (xi)
     below in prior periods, the amount of Investments and acquisitions made
     during such period to the extent permitted under Section 6.04, to the
     extent that such Investments and acquisitions were financed with internally
     generated cash flow of the Borrower and its Restricted Subsidiaries,

          (viii) the amount of Restricted Payments made during such period to
     the extent permitted under Section 6.04(b)(xvi), to the extent that such
     Restricted Payments were financed with internally generated cash flow of
     the Borrower and its Restricted Subsidiaries,

          (ix) the aggregate amount of expenditures actually made by the
     Borrower and the Restricted Subsidiaries in cash during such period
     (including expenditures for the payment of financing fees) to the extent
     that such expenditures are not expensed during such period,

          (x) the aggregate amount of any premium, make-whole or penalty
     payments actually paid in cash by the Borrower and the Restricted
     Subsidiaries during such period that are required to be made in connection
     with any prepayment of Indebtedness,

          (xi) without duplication of amounts deducted from Excess Cash Flow in
     prior periods, the aggregate consideration required to be paid in cash by
     the Borrower or any of its Restricted Subsidiaries pursuant to binding
     contracts (the "Contract Consideration") entered into prior to or during
     such period relating to acquisitions or Capital Expenditures to be
     consummated or made during the period of four consecutive fiscal quarters
     of the Borrower following the end of such period, provided that to the
     extent the aggregate amount of internally generated cash actually utilized
     to finance such acquisitions or Capital Expenditures during such period of
     four consecutive fiscal quarters is less than the Contract Consideration,
     the amount of such shortfall shall be added to the calculation of Excess
     Cash Flow at the end of such period of four consecutive fiscal quarters,

          (xii) the amount of cash taxes paid in such period to the extent they
     exceed the amount of tax expense deducted in determining Consolidated Net
     Income for such period, and

          (xiii) payments in respect of pre-paid incentives to customers.

          "Excess Cash Flow Period" means (a) in the case of any Excess Cash
Flow Prepayment Date described in clause (a) of the definition thereof, the
immediately preceding fiscal year and (b) in the case of any Excess Cash Flow
Prepayment Date described in clause (b) of the definition thereof, such
completed fiscal quarter or quarters as the Borrower may elect ending after the
Closing Date but prior to the date on which such election is made (or pro-rated
portions thereof elected by the Borrower in accordance with the proviso hereto),
in respect of which completed fiscal quarter or quarters (or pro-rated portions
thereof) no Excess Cash Flow prepayment has been made previously; provided,
however that, at the Borrower's election, for purposes of determining an Excess
Cash Flow Period under this clause (b), any such completed fiscal quarter may be
notionally subdivided into two or more periods of equal length with the Excess
Cash Flow for such full fiscal quarter being evenly divided across such
subdivided



                                                                              19


periods, and any one or more of such subdivided periods may be designated by the
Borrower as an Excess Cash Flow Period for purposes of this clause (b).

          "Excess Cash Flow Prepayment Date" means any date that is (a) a date
selected by the Borrower that is no later than the earlier of (x) 90 days after
the end of each fiscal year of the Borrower, commencing with the fiscal year
ending on December 31, 2008 and (y) the date on which the financial statements
with respect to such period are delivered pursuant to Section 5.01(a), or (b) if
the Borrower shall make any Restricted Payment during any fiscal quarter of the
Borrower pursuant to Section 6.04(b)(xviii), the date such Restricted Payment is
made.

          "Excess Designated Proceeds" means, with respect to any Designated
Asset Sale, (i) if after giving effect to such Designated Asset Sale but before
using any portion of the Net Proceeds thereof to prepay, purchase or otherwise
retire any Indebtedness the Consolidated Leverage Ratio of the Borrower and the
Restricted Subsidiaries is no greater than either (x) the Consolidated Leverage
Ratio of the Borrower and the Restricted Subsidiaries immediately prior to such
Designated Asset Sale or (y) 4.70 to 1.00, then 100% of such Net Proceeds, or
(ii) otherwise, that portion of the Net Proceeds of such Designated Asset Sale
that remains after giving effect to the prepayment, purchase or other retirement
of Indebtedness of the type permitted to be prepaid, purchased or otherwise
retired under the applicable provision of Section 2.20 in an amount sufficient
such that the Consolidated Leverage Ratio of the Borrower and the Restricted
Subsidiaries after giving effect to both such Designated Asset Sale and such
prepayment, purchase or other retirement is no greater than either (x) the
Consolidated Leverage Ratio of the Borrower and the Restricted Subsidiaries
immediately prior to such Designated Asset Sale or (y) 4.70 to 1.00.

          "Excess Proceeds" has the meaning assigned in Section 2.20(c).

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

          "Excluded Contribution" means net cash proceeds, marketable securities
or Qualified Proceeds received by the Borrower from (a) contributions to its
common equity capital, and (b) the sale (other than to a subsidiary of the
Borrower or to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement of the Borrower) of Capital
Stock (other than Disqualified Stock and Designated Preferred Stock) of the
Borrower, in each case designated as Excluded Contributions pursuant to an
Officers' Certificate on the date such capital contributions are made or the
date such Equity Interests are sold, as the case may be.

          "Excluded Taxes" means, with respect to the Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account
of any obligation of the Borrower or any other Loan Party hereunder, (a) income
or franchise taxes imposed on (or measured by) its net income by the United
States of America, or by the jurisdiction under the laws of which such recipient
is organized or in which its principal office is located or any political
subdivision thereof or therein or, in the case of any Lender, in which its
applicable lending office is located or any political subdivision thereof or
therein, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction in which the Borrower or any
other Loan Party is located or any political subdivision thereof or therein and
(c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 2.17(b)), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement (or designates a new lending office)
except 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 the Borrower or any other Loan Party with
respect to such withholding tax pursuant to Section 2.15(a) or is



                                                                              20


attributable to such Foreign Lender's failure or inability (other than as a
result of a Change in Law) to comply with Section 2.15(e).

          "Existing Bank Debt Refinancing" means the payment in full of all
amounts, if any, due or owing under the Existing Credit Agreements, the
termination of all commitments thereunder, the cancellation, expiration or cash
collateralization of all letters of credit issued thereunder in a manner
reasonably satisfactory to the applicable issuing bank (or as such issuing bank
may otherwise agree) and the reimbursement in full of all amounts drawn
thereunder (other than any such letters of credit that are either (x) supported
by Letters of Credit issued hereunder in a manner reasonably satisfactory to the
applicable issuing bank or (y) that are deemed to be Letters of Credit hereunder
pursuant to Section 2.23(a)) and the release and discharge of all guarantees
thereof (if any) and all security therefor (if any).

          "Existing Clarke Credit Agreement" means the $480,000,000 Credit
Agreement dated as of December 15, 2005 among CA Acquisition Holdings, Inc.,
Clarke American Corp. (to be renamed Harland Clarke Holdings Corp.), the lenders
party thereto, JPMorgan Chase Bank, N.A., as syndication agent, Amegy Bank N.A.
and Natexis Banques Populaires, as documentation agents, and Bear Stearns
Corporate Lending Inc., as Agent.

          "Existing Clarke Landlord Personal Property Collateral Access
Agreements" means the Landlord Personal Property Collateral Access Agreements
(as defined in the Existing Clarke Credit Agreement) in the form and to the
extent actually executed by the applicable landlord and delivered in connection
with the Existing Clarke Credit Agreement.

          "Existing Clarke Notes" means the Borrower's 11.75% Senior Notes due
2013, issued pursuant to the Indenture dated as of December 15, 2005 among the
Borrower, certain of its subsidiaries and The Bank of New York as Trustee.

          "Existing Credit Agreements" means (a) the Existing Clarke Credit
Agreement and (b) the Credit Agreement dated as of July 3, 2006 among John H.
Harland Company, Wachovia Bank, National Association, as administrative agent,
and the lenders and other agents party thereto.

          "Facility" shall mean each of (a) the Tranche B Term Loan Commitments
and the Tranche B Term Loans made thereunder (the "Term Loan Facility"), (b) any
Series of New Term Loans and (c) the Revolving Credit Commitments and the
extensions of credit made thereunder (the "Revolving Credit Facility").

          "Federal Funds Effective Rate" means, for any day, the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System 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 such day for such transactions received by the Agent from
three Federal funds brokers of recognized standing selected by it.

          "Fee Letter" means that certain Amended and Restated Fee Letter dated
as of January 11, 2007, by and among the Borrower, the Agent, Credit Suisse
Securities (USA) LLC, Bear, Stearns & Co. Inc., Bear Stearns Corporate Lending,
Inc., Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., and J.P. Morgan
Securities Inc.

          "Financial Performance Covenant" means the covenant set forth in
Section 6.10.

          "Financial Officer" means the chief financial officer, treasurer or
controller of the Borrower.



                                                                              21


          "Fixed Charge Coverage Ratio" means, with respect to any Person for
any period, the ratio of EBITDA of such Person for such period to the Fixed
Charges of such Person for such period. In the event that the Borrower or any
Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or
extinguishes any Indebtedness (including pursuant to the Transactions but other
than Indebtedness incurred under any revolving credit facility that has been
permanently repaid and has not been replaced) or issues or redeems Disqualified
Stock or Preferred Stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated but prior to or
simultaneously with the event for which the calculation of the Fixed Charge
Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage
Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, guarantee, redemption, retirement or extinguishing of Indebtedness,
or such issuance or redemption of Disqualified Stock or Preferred Stock, as if
the same had occurred at the beginning of the applicable four-quarter period
(the "reference period").

          For purposes of making the computation referred to above, Investments,
acquisitions, dispositions, mergers, consolidations and disposed operations (as
determined in accordance with GAAP) that have been made by the Borrower or any
Restricted Subsidiary during the four-quarter reference period or subsequent to
such reference period and on or prior to or simultaneously with the Calculation
Date (including the Merger) shall be calculated on a pro forma basis assuming
that all such Investments, acquisitions, dispositions, mergers, consolidations
and disposed operations (and the change in any associated fixed charges and the
change in EBITDA resulting therefrom) had occurred on the first day of the
reference period; provided that no such pro forma adjustment to EBITDA shall be
required in respect of any such transaction to the extent the aggregate
consideration in connection therewith was less than $10 million for the
reference period. If since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the
Borrower or any Restricted Subsidiary since the beginning of such period) shall
have made any Investment, acquisition, disposition, merger, consolidation or
disposed operation that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro
forma effect thereto for such period as if such Investment, acquisition,
disposition, merger, consolidation or disposed operation had occurred at the
beginning of the reference period (subject to the threshold specified in the
previous sentence).

          For purposes of this definition, whenever pro forma effect is to be
given to a transaction, the pro forma calculations shall be made in good faith
by a Financial Officer of the Borrower. If any Indebtedness bears a floating
rate of interest and is being given pro forma effect, the interest on such
Indebtedness shall be calculated as if the rate in effect on the Calculation
Date had been the applicable rate for the entire period (taking into account any
Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by a Financial Officer of the Borrower to be the rate of interest
implicit in such Capitalized Lease Obligation in accordance with GAAP. For
purposes of making the computation referred to above, interest on any
Indebtedness under a revolving credit facility computed on a pro forma basis
shall be computed based upon the average daily balance of such Indebtedness
during the applicable period. Interest on Indebtedness that may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rate, shall be deemed to have been
based upon the rate actually chosen, or, if none, then based upon such optional
rate chosen as the Borrower may designate.

          "Fixed Charges" means, with respect to any Person for any period, the
sum of (a) Consolidated Interest Expense of such Person for such period and (b)
all cash dividend payments (excluding items eliminated in consolidation) on any
series of Disqualified Stock made during such period.



                                                                              22


          "Foreign Lender" means a person that is not a "United States person"
within the meaning of Section 7701(a)(30) of the Code.

          "Foreign Subsidiary" means, with respect to any Person, any Restricted
Subsidiary of such Person that is not organized or existing under the laws of
the United States of America, any state thereof, the District of Columbia, or
any territory thereof.

          "Foreign Subsidiary Total Assets" means the total amount of all assets
of Foreign Subsidiaries of the Borrower and the Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP as shown on the most
recent internal balance sheet of the Borrower.

          "Funded Debt" means all Indebtedness of the Borrower and its
Restricted Subsidiaries for borrowed money that has a stated maturity more than
one year from the date of its creation or has a stated maturity within one year
from such date that is renewable or extendable, at the option of such Person, to
a date more than one year from such date or arises under a revolving credit or
similar agreement that obligates the lender or lenders to extend credit during a
period of more than one year from such date, including Indebtedness in respect
of the Loans.

          "GAAP" means generally accepted accounting principles in the United
States as in effect from time to time. In the event that any Accounting Change
(as defined below) shall occur and such change results in a change in the method
of calculation of financial covenants, standards or terms in this Agreement,
then the Borrower and the Agent agree to enter into negotiations in order to
amend such provisions of this Agreement so as to reflect equitably such
Accounting Changes with the desired result that the criteria for evaluating the
Borrower's financial condition shall be the same after such Accounting Changes
as if such Accounting Changes had not been made. Until such time as such an
amendment shall have been executed and delivered by the Borrower, the Agent and
the Required Lenders, all financial covenants, standards and terms in this
Agreement shall continue to be calculated or construed as if such Accounting
Changes had not occurred. "Accounting Changes" refers to changes in accounting
principles required by the promulgation of any rule, regulation, pronouncement
or opinion by the Financial Accounting Standards Board of the American Institute
of Certified Public Accountants or, if applicable, the SEC.

          "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state 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.

          "Granting Lender" has the meaning assigned to such term in Section
9.04(i).

          "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 letters of credit and reimbursement
agreements in respect thereof), of all or any part of any Indebtedness or other
obligations, and, when used as a verb, shall have a corresponding meaning.

          "Guarantee and Collateral Agreement" means that certain Guarantee and
Collateral Agreement to be entered between the Loan Parties and the Agent as of
the Closing Date, for the benefit of the Agent and the other Secured Parties, in
form and substance reasonably satisfactory to the Agent and the Borrower.

          "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates,



                                                                              23


asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature
regulated pursuant to any Environmental Law.

          "Hedge Agreement" means any agreement with respect to any Hedging
Obligations between the Borrower or any Subsidiary and any other Person.

          "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under currency exchange, interest rate or commodity
swap agreements, currency exchange, interest rate or commodity cap agreements
and currency exchange, interest rate or commodity collar agreements and other
agreements or arrangements, in each case designed to manage fluctuations in
currency exchange, interest rates or commodity prices.

          "Holdings" means CA Acquisition Holdings, Inc., a Delaware
corporation.

          "Immaterial Subsidiary" means, at any date of determination, any
Restricted Subsidiary designated as such in writing by the Borrower that (i)
contributed 2.5% or less of EBITDA of the Borrower and the Restricted
Subsidiaries for the period of four fiscal quarters most recently ended more
than forty-five (45) days prior to the date of determination and (ii) had
consolidated assets representing 2.5% or less of Total Assets on the last day of
the most recent fiscal quarter ended more than forty-five (45) days prior to the
date of determination. The Immaterial Subsidiaries as of the Closing Date shall
be those Subsidiaries that the Agent agrees in the exercise of its reasonable
discretion are consistent with the intent of this definition after giving effect
to the Transactions on a pro forma basis.

          "Increased Amount Date" has the meaning assigned to such term in
Section 2.24.

          "Incremental Facility Joinder Agreement" shall mean an agreement
substantially in the form of Exhibit G.

          "incur" has the meaning set forth in Section 6.01.

          "incurrence" has the meaning set forth in Section 6.01.

          "Indebtedness" means, without duplication, with respect to any Person,
(a) any indebtedness (including principal and premium) of such Person, whether
or not contingent (i) in respect of borrowed money, (ii) evidenced by bonds,
notes, debentures or similar instruments or letters of credit or bankers'
acceptances (or, without double counting, reimbursement agreements in respect
thereof), (iii) representing the balance deferred and unpaid of the purchase
price of any property (including Capitalized Lease Obligations), except any such
balance that constitutes a trade payable or similar obligation to a trade
creditor, in each case accrued in the ordinary course of business, or (iv)
representing any Hedging Obligations, if and to the extent that any of the
foregoing Indebtedness (other than letters of credit and Hedging Obligations)
would appear as a liability upon a balance sheet (excluding the footnotes
thereto) of such Person prepared in accordance with GAAP; (b) to the extent not
otherwise included, any obligation by such Person to be liable for, or to pay,
as obligor, guarantor or otherwise, on the obligations of the type referred to
in clause (a) of another Person (whether or not such items would appear upon the
balance sheet of such obligor or guarantor), other than by endorsement of
negotiable instruments for collection in the ordinary course of business; (c) to
the extent not otherwise included, the obligations of the type referred to in
clause (a) of another Person secured by a Lien on any asset owned by such
Person, whether or not such obligations are assumed by such Person and whether
or not such obligations would appear upon the balance sheet of such Person;
provided that the amount of such Indebtedness will be the lesser of the fair
market value of such asset at the date of determination and the amount of
Indebtedness so secured; and (d) Attributable Debt in respect of Sale and
Lease-Back Transactions; provided, however, that notwithstanding the foregoing,
Indebtedness will be deemed not to include (A) Contingent



                                                                              24


Obligations that are incurred in the ordinary course of business, (B)
obligations under, or in respect of, Receivables Facilities and (C) redeemable
preferred stock of such Person.

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Indemnitee" has the meaning assigned to such term in Section 9.03(b).

          "Independent Financial Advisor" means an accounting, appraisal,
investment banking firm or consultant to Persons engaged in similar businesses
of nationally recognized standing that is, in the good faith judgment of the
Borrower, qualified to perform the task for which it has been engaged and that
is independent of Holdings, the Borrower and its Affiliates.

          "Information" has the meaning set forth in Section 3.11(a).

          "Information Memorandum" means the Confidential Information Memorandum
dated February 2007, relating to the Borrower and the Transactions.

          "Installment" has the meaning assigned to such term in Section 2.07.

          "Installment Date" has the meaning assigned to such term in Section
2.07.

          "Intellectual Property" shall mean all rights in and to intellectual
property, whether arising under United States, multinational or foreign laws or
otherwise, including copyrights, copyright licenses, patents, patent licenses,
trademarks, trademark licenses, trade secrets and trade secret licenses.

          "Interest Election Request" means a request by the Borrower to convert
or continue a Borrowing in accordance with Section 2.05.

          "Interest Payment Date" means (a) with respect to any ABR Loan
(including a Swingline Loan), the last Business Day of each March, June,
September and December in each year and the applicable maturity date for such
ABR Loan and (b) with respect to any LIBOR Rate 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 LIBOR Rate Borrowing 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 (or if such day is not a Business Day, the next succeeding
Business Day).

          "Interest Period" means (a) with respect to any LIBOR Rate Borrowing,
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, to the extent available to each applicable Lender, nine or
twelve months) thereafter, as the Borrower may elect; provided, that (i) 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 (ii) 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.

          "Investment Grade Securities" means (a) securities issued or directly
and fully guaranteed or insured by the government of the United States of
America or any agency or instrumentality thereof (other than Cash Equivalents),
(b) debt securities or debt instruments with a rating



                                                                              25


of BBB- or higher by S&P or Baa3 or higher by Moody's or the equivalent of such
rating by such rating organization, or, if no rating of S&P or Moody's then
exists, the equivalent of such rating by any other nationally recognized
securities rating agency, but excluding any debt securities or instruments
constituting loans or advances among the Borrower and its subsidiaries, (c)
investments in any fund that invests exclusively in investments of the type
described in clauses (a) and (b), which fund may also hold immaterial amounts of
cash pending investment or distribution and (d) corresponding instruments in
countries other than the United States of America customarily utilized for high
quality investments.

          "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the form of loans
(including guarantees), advances or capital contributions (including by means of
any transfer of cash or other property to others or any payment for property or
services for the account or use of others, but excluding accounts receivable,
trade credit, advances to customers, commission, travel and similar advances to
officers and employees, in each case made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities issued by any other Person and investments that
are required by GAAP to be classified on the balance sheet (excluding the
footnotes) of such Person in the same manner as the other investments included
in this definition to the extent such transactions involve the transfer of cash
or other property. For purposes of the definition of "Unrestricted Subsidiary"
and Section 6.04, (a) "Investments" shall include the portion (proportionate to
the Borrower's equity interest in such subsidiary) of the fair market value of
the net assets of a subsidiary of the Borrower at the time that such subsidiary
is designated an Unrestricted Subsidiary; provided that upon a redesignation of
such subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to
continue to have a permanent "Investment" in an Unrestricted Subsidiary in an
amount (if positive) equal to (i) the Borrower's "Investment" in such subsidiary
at the time of such redesignation, less (ii) the portion (proportionate to the
Borrower's equity interest in such subsidiary) of the fair market value of the
net assets of such subsidiary at the time of such redesignation, and (b) any
property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair market value at the time of such transfer, in each case as determined
in good faith by the Borrower.

          "Issuing Bank" shall mean, as the context may require, (a) Credit
Suisse, in its capacity as the issuer of Letters of Credit hereunder, and (b)
any other Lender that may become an Issuing Bank pursuant to Section 2.23(i) or
Section 2.23(k), with respect to Letters of Credit issued by such Lender. The
Issuing Bank may, in its discretion, arrange for one or more Letters of Credit
to be issued by Affiliates of the Issuing Bank, in which case the term "Issuing
Bank" shall include any such Affiliate with respect to Letters of Credit issued
by such Affiliate.

          "Issuing Bank Fees" shall have the meaning assigned to such term in
Section 2.10(c).

          "Joinder Agreement" has the meaning assigned to such term in Section
2.25(m).

          "Joint Lead Arrangers" means Credit Suisse Securities (USA) LLC and
Bear, Stearns & Co. Inc.

          "L/C Commitment" shall mean the commitment of the Issuing Bank to
issue Letters of Credit pursuant to Section 2.23.

          "L/C Disbursement" shall mean a payment or disbursement made by the
Issuing Bank pursuant to a Letter of Credit.

          "L/C Exposure" shall mean, at any time, the sum of (a) the aggregate
undrawn amount of all Letters of Credit at such time that have not been cash
collateralized in accordance with this Agreement (or as otherwise agreed by the
Issuing Bank) and (b) the aggregate amount of all L/C Disbursements that



                                                                              26


have not been reimbursed at such time. The L/C Exposure of any Revolving Credit
Lender at any time shall equal its Pro Rata Percentage of the aggregate L/C
Exposure at such time.

          "L/C Fee Payment Date" shall have the meaning assigned to such term in
Section 2.10(c).

          "L/C Participation Fee" shall have the meaning assigned to such term
in Section 2.10(c).

          "Lenders" means the Persons listed on the Commitment Schedule and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption or an Incremental Facility Joinder Agreement, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and
Assumption. Unless the context otherwise requires, the term "Lenders" shall
include the Swingline Lender.

          "Letter of Credit" shall mean any letter of credit issued pursuant to
Section 2.23.

          "LIBOR Rate" means, with respect to any Interest Period, (a) the rate
per annum determined by the Agent at approximately 11:00 a.m. (London time) on
the date that is two Business Days prior to the commencement of such Interest
Period by reference to the British Bankers' Association Interest Settlement
Rates for deposits in dollars (as set forth by any service selected by the Agent
that has been nominated by the British Bankers' Association as an authorized
information vendor for the purpose of displaying such rates) for a period equal
to such Interest Period; provided that, to the extent that an interest rate is
not ascertainable pursuant to the foregoing provisions of this definition, the
"LIBOR Rate" shall be the interest rate per annum determined by the Agent to be
the average of the rates per annum at which deposits in dollars are offered for
such relevant Interest Period to major banks in the London interbank market in
London, England by the Agent at approximately 11:00 a.m. (London time) on the
date that is two Business Days prior to the beginning of such Interest Period.

          "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 UCC (or equivalent statutes) of any jurisdiction; provided that in no event
shall an operating lease be deemed to constitute a Lien.

          "Loan Documents" means this Agreement, any promissory notes issued
pursuant to this Agreement, the Collateral Documents and any Incremental
Facility Joinder Agreement. Any reference in this Agreement or any other Loan
Document to a Loan Document shall include all appendices, exhibits or schedules
thereto, and all amendments, restatements, supplements or other modifications
thereto.

          "Loan Guarantor" means each Loan Party (other than the Borrower).

          "Loan Parties" means Holdings, each Co-Borrower and each Subsidiary
Guarantor, and their respective successors and assigns.

          "Loans" shall mean the Revolving Loans, the Term Loans and the
Swingline Loans.

          "Majority Facility Lenders" shall mean, with respect to any Facility,
the holders of a majority of the aggregate unpaid principal amount of the Term
Loans or the Aggregate Revolving Credit Exposure, as the case may be,
outstanding under such Facility (or, in the case of the Revolving Credit
Facility, prior to the termination of the Revolving Credit Commitments, the
holders of a majority of the Total Revolving Credit Commitment).



                                                                              27


          "Margin Stock" shall have the meaning assigned to such term in
Regulation U.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations or financial condition of Holdings, the Borrower
and the Subsidiaries taken as a whole, (b) the ability of Holdings and the other
Loan Parties (taken as a whole) to perform their obligations under the Loan
Documents or (c) the rights of, or remedies available to the Agent or the
Lenders under, the Loan Documents.

          "Material Indebtedness" means Indebtedness (other than the Loans), or
obligations in respect of one or more Hedge Agreements, of any one or more of
Holdings, the Borrower and its Subsidiaries in an aggregate principal amount
exceeding $40,000,000. For purposes of determining Material Indebtedness, the
"obligations" of Holdings, the Borrower or any Subsidiary in respect of any
Hedge Agreement at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that Holdings, the Borrower or such Subsidiary would
be required to pay if such Hedge Agreement were terminated at such time.

          "Maximum Rate" has the meaning assigned to such term in Section 9.17.

          "Merger" has the meaning assigned to such term in the introductory
statement to this Agreement.

          "Merger Agreement" means the Agreement and Plan of Merger dated as of
December 19, 2006, among Sponsor, Merger Sub and the Company, as amended from
time to time.

          "Merger Agreement Payments" has the meaning assigned to such term in
the introductory statement to this Agreement.

          "Merger Consideration" has the meaning assigned to such term in the
introductory statement to this Agreement.

          "Merger Sub" has the meaning assigned to such term in the introductory
statement to this Agreement.

          "Moody's" means Moody's Investors Service, Inc. and any successor to
its rating agency business.

          "Mortgaged Properties" means (i) initially, each owned real property
of the Loan Parties located in the U.S. having a fair market value (as
determined in good faith by the Borrower) of $2,000,000 or more (provided that
the cost of perfecting such Lien is not unreasonable in relation to the benefits
to the Lenders of the security afforded thereby in the Agent's reasonable
judgment after consultation with the Borrower), and (ii) each other parcel of
owned real property and improvements thereto with respect to which a Mortgage is
granted pursuant to Section 5.11.

          "Mortgages" means any mortgage, deed of trust or other agreement which
conveys or evidences a Lien in favor of the Agent, for the benefit of the Agent
and the Secured Parties, on real property of a Loan Party, including any
amendment, modification or supplement thereto.

          "Multiemployer Plan" means a multiemployer plan as defined in Section
3(37) or 4001(a)(3) of ERISA.

          "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of Preferred Stock dividends.



                                                                              28


          "Net Proceeds" means the aggregate cash proceeds received by Holdings,
the Borrower or any Restricted Subsidiary in respect of any Asset Sale or
Designated Asset Sale, including any cash received upon the sale or other
disposition of any Designated Noncash Consideration received in any Asset Sale
or Designated Asset Sale, net of the direct costs relating to such Asset Sale or
Designated Asset Sale and the sale or disposition of such Designated Noncash
Consideration, including (i) legal, accounting and investment banking fees, and
brokerage and sales commissions, (ii) any relocation, restructuring or severance
expenses incurred as a result thereof, (iii) taxes paid or estimated in good
faith to be payable as a result thereof (after taking into account any available
tax credits or deductions and any tax sharing arrangements), (iv) amounts
required to be applied to the repayment of principal, premium, prepayment fees,
penalties, if any, and interest on Indebtedness required (other than as required
by Section 2.20(a)(i) or Section 2.20(b)(i)(A)) to be paid as a result of such
transaction and (v) any deduction of appropriate amounts to be provided by
Holdings, the Borrower or any Restricted Subsidiary as a reserve in accordance
with GAAP in respect of (A) the sale price of the assets that are the subject of
such sale or other disposition (including in respect of working capital
adjustments or any evaluation of such assets) or (B) any liabilities associated
with the asset disposed of in such transaction and retained by Holdings, the
Borrower or any Restricted Subsidiary after such sale or other disposition
thereof, including pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such transaction.

          "New Revolving Credit Commitments" shall have the meaning assigned to
such term in Section 2.24.

          "New Revolving Loan" shall have the meaning assigned to such term in
Section 2.24.

          "New Revolving Loan Lender" shall have the meaning assigned to such
term in Section 2.24.

          "New Term Loan" shall have the meaning assigned to such term in
Section 2.24.

          "New Term Loan Commitment" shall have the meaning assigned to such
term in Section 2.24.

          "New Term Loan Lender" shall have the meaning assigned to such term in
Section 2.24.

          "New Term Maturity Date" shall mean the date upon which New Term Loans
of a Series are scheduled to be paid in full hereunder, as specified in the
applicable Incremental Facility Joinder Agreement.

          "Non-Consenting Lender" shall have the meaning assigned to such term
in Section 9.02(e).

          "Non-Funding Lender" shall have the meaning assigned to such term in
Section 2.17(b).

          "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans and all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Loan Parties to the
Lenders or to any Lender, the Agent or any indemnified party arising under the
Loan Documents.

          "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Executive Vice
President, Senior Vice President or Vice President, the Treasurer, the
controller or the Secretary of the Borrower.



                                                                              29


          "Officers' Certificate" means a certificate signed on behalf of the
Borrower by two Officers of the Borrower, one of whom must be the chief
executive officer or a Financial Officer of the Borrower.

          "Other Information" has the meaning assigned to such term in Section
3.11(b).

          "Other Taxes" means any and 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 from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.

          "Parent" means the Sponsor.

          "Participant" has the meaning assigned to such term in Section 9.04.

          "Paying Agent" has the meaning assigned to such term in Article VIII.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

          "Permits" shall mean any and all franchises, licenses, leases,
permits, approvals, notifications, certifications, registrations,
authorizations, exemptions, qualifications, easements, rights of way, Liens and
other rights, privileges and approvals required under any Requirement of Law.

          "Perfection Certificates" shall mean the certificates completed by
each of the Borrower and the Company in the form of Exhibit I to the Guarantee
and Collateral Agreement or any other form approved by the Agent.

          "Permitted Asset Swap" means the concurrent purchase and sale or
exchange of Related Business Assets or a combination of Related Business Assets
and cash or Cash Equivalents between the Borrower or any of its Restricted
Subsidiaries and another Person that is not the Borrower or any of its
Restricted Subsidiaries; provided that any cash or Cash Equivalents received
must be applied in accordance with Section 2.20.

          "Permitted Collateral Sharing Liens" means:

          (a) Liens securing Indebtedness incurred pursuant to Section
     6.01(b)(ii);

          (b) Liens securing Indebtedness incurred pursuant to clause (A) of
     Section 6.01(b)(xxii) (whether or not such Indebtedness is subsequently
     deemed to have been incurred pursuant to paragraph (a) of Section 6.01 as
     provided in clause (A) of Section 6.01(b)(xxii)); provided, that the
     aggregate principal amount of the portion of such Indebtedness secured by
     such Liens in reliance on this clause (b) does not exceed $50,000,000
     outstanding at any one time;

          (c) Liens securing Indebtedness incurred pursuant to Section
     6.01(b)(xxv); provided, that, at the time of incurrence of such
     Indebtedness and after giving pro forma effect thereto, the Consolidated
     Secured Debt Ratio for the period of the most recently ended four full
     consecutive fiscal quarters for which internal financial statements are
     available immediately preceding the date of such incurrence would be no
     greater than 3.25 to 1.00; provided further that (x) such Indebtedness
     shall have a final maturity date no earlier than the Tranche B Term Loan
     Maturity Date, and (y) either, at the Borrower's election, (A) the
     affirmative covenants, negative covenants and events of default applicable
     to such Indebtedness shall be on terms, taken as a whole, that are not more
     restrictive to the Borrower and its Restricted Subsidiaries than the
     affirmative



                                                                              30


     covenants, negative covenants and events of default that would be
     consistent with market terms for agreements governing comparable
     Indebtedness of similar companies at the time such Indebtedness is incurred
     or committed to, and that do not violate any of the provisions of this
     Agreement, or (B) such Indebtedness shall otherwise be on terms and subject
     to definitive documentation which is in form and substance reasonably
     satisfactory to the Agent; and

          (d) Liens securing Secured Hedging and Cash Management Obligations.

          "Permitted Debt" has the meaning assigned to such term in Section
6.01.

          "Permitted Holders" means each member of the Sponsor Group and any
group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act, or any successor provision) of which any member of the Sponsor
Group is a member; provided that, in the case of such group and without giving
effect to the existence of such group or any other group, the Sponsor Group has
beneficial ownership of more than 50% of the total voting power of the Voting
Stock of the Borrower or any of its direct or indirect parent companies. Any
Person or group whose acquisition of beneficial ownership or assets constitutes
a Change of Control in respect of which a Change of Control Offer is made in
accordance with Section 2.19 will thereafter, together with its Affiliates,
constitute an additional Permitted Holder.

          "Permitted Investments" means:

          (a) any Investment in the Borrower or any Restricted Subsidiary;

          (b) any Investment in cash and Cash Equivalents or Investment Grade
     Securities;

          (c) (i) any Investment by Holdings, the Borrower or any Restricted
     Subsidiary of the Borrower in a Person that is engaged in a Similar
     Business if as a result of such Investment (A) such Person becomes a
     Restricted Subsidiary of the Borrower or (B) such Person, in one
     transaction or a series of related transactions, is merged, consolidated or
     amalgamated with or into, or transfers or conveys substantially all of its
     assets to, or is liquidated into, the Borrower or a Restricted Subsidiary
     of the Borrower, and (ii) any Investment held by such Person;

          (d) any Investment in securities or other assets not constituting
     cash, Cash Equivalents or Investment Grade Securities and received in
     connection with an Asset Sale made pursuant to Section 6.06 or any other
     disposition of assets not constituting an Asset Sale;

          (e) any Investment existing on the Closing Date or made pursuant to
     legally binding written commitments in existence on the Closing Date;

          (f) loans and advances to, and guarantees of Indebtedness of,
     employees not in excess of $10,000,000 outstanding at any one time, in the
     aggregate;

          (g) any Investment acquired by the Borrower or any Restricted
     Subsidiary (i) in exchange for any other Investment or accounts receivable
     held by the Borrower or any such Subsidiary in connection with or as a
     result of a bankruptcy, workout, reorganization or recapitalization of the
     Person in which such other Investment is made or which is the obligor with
     respect to such accounts receivable, (ii) as a result of a foreclosure by
     the Borrower or any Restricted Subsidiary with respect to any secured
     Investment or other transfer of title with respect to any secured
     Investment in default or (iii) as a result of litigation, arbitration or
     other disputes with Persons who are not Affiliates;



                                                                              31

          (h) Hedging Obligations permitted under Section 6.01(b)(xii);

          (i) loans and advances to officers, directors and employees for
     business-related travel expenses, moving expenses and other similar
     expenses, in each case incurred in the ordinary course of business or
     consistent with past practice or to fund such Person's purchase of Equity
     Interests of the Borrower or any direct or indirect parent company thereof
     under compensation plans approved by the Board of Directors of the Borrower
     in good faith;

          (j) Investments the payment for which consists of Equity Interests of
     the Borrower or any of its direct or indirect parent companies (exclusive
     of Disqualified Stock of the Borrower or Holdings);

          (k) guarantees of Indebtedness permitted under Section 6.01 and
     performance guarantees in the ordinary course of business;

          (l) any transaction to the extent it constitutes an investment that is
     permitted and made in accordance with the provisions of Section 6.05(b)
     (other than any transaction set forth in clauses (ii), (vi) and (xi) of
     Section 6.05(b));

          (m) Investments consisting of purchases and acquisitions of inventory,
     supplies, material or equipment or the licensing or contribution of
     Intellectual Property pursuant to joint marketing, joint development or
     similar arrangements with other Persons;

          (n) Investments in a Similar Business having an aggregate fair market
     value, taken together with all other Investments made pursuant to this
     clause (n) that are at that time outstanding (without giving effect to the
     sale of an Unrestricted Subsidiary to the extent the proceeds of such sale
     do not consist of cash or marketable securities), not to exceed the greater
     of (x) $100,000,000 and (y) 2.5% of Total Assets at the time of such
     Investment (with the fair market value of each Investment being measured by
     the Borrower in good faith at the time made and without giving effect to
     subsequent changes in value);

          (o) Investments relating to a Receivables Facility; provided that in
     the case of Receivables Facilities established after the Closing Date, such
     Investments are necessary or advisable (in the good faith determination of
     the Borrower) to effect such Receivables Facility;

          (p) additional Investments having an aggregate fair market value,
     taken together with all other Investments made pursuant to this clause (p)
     that are at that time outstanding (without giving effect to the sale of an
     Unrestricted Subsidiary to the extent the proceeds of such sale do not
     consist of cash or marketable securities), not to exceed $150,000,000 (with
     the fair market value of each Investment being measured by the Borrower in
     good faith at the time made and without giving effect to subsequent changes
     in value);

          (q) payments in respect of pre-paid incentives to customers;

          (r) [Intentionally Omitted]

          (s) any Investments in receivables owing to the Borrower or a
     Restricted Subsidiary, if created or acquired in the ordinary course of
     business and payable or dischargeable in accordance with customary trade
     terms; provided, however, that such trade terms may include such
     concessionary trade terms as the Borrower or such Restricted Subsidiary
     deems reasonable under the circumstances;



                                                                              32


          (t) advances, loans and extensions of credit to suppliers, customers
     and vendors in the ordinary course of business;

          (u) Investments in prepaid expenses, negotiable instruments held for
     collection and lease and utility and worker's compensation deposits
     provided to third parties in the ordinary course of business; and

          (v) Investments consisting of earn-out obligations incurred in
     connection with the Borrower's acquisition of Alcott Routon, Inc., not to
     exceed $3,000,000 in the aggregate.

          "Permitted Liens" means, with respect to any Person:

          (a) Permitted Collateral Sharing Liens;

          (b) pledges or deposits by such Person under workmen's compensation
     laws, unemployment insurance laws or similar legislation, or good faith
     deposits to secure bids, tenders, contracts (other than for the payment of
     Indebtedness) or leases to which such Person is a party, or deposits to
     secure public or statutory obligations of such Person or deposits of cash
     or U.S. government bonds to secure surety or appeal bonds 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;

          (c) Liens imposed by law, such as carriers', warehousemen's and
     mechanics' Liens and other similar Liens, in each case, for sums not yet
     overdue for a period of more than thirty (30) days or being contested in
     good faith by appropriate proceedings or other Liens arising out of
     judgments or awards against such Person with respect to which such Person
     shall then be proceeding with an appeal or other proceedings for review, if
     adequate reserves with respect thereto are maintained on the books of such
     Person in accordance with GAAP;

          (d) Liens for taxes, assessments or other governmental charges or
     claims not yet overdue for a period of more than thirty (30) days or
     payable or subject to penalties for nonpayment or which are being contested
     in good faith by appropriate proceedings diligently conducted, if adequate
     reserves with respect thereto are maintained on the books of such Person in
     accordance with GAAP;

          (e) Liens in favor of issuers of performance and surety bonds or bid
     bonds or with respect to other regulatory requirements or letters of credit
     issued pursuant to the request of and for the account of such Person in the
     ordinary course of its business;

          (f) (i) minor survey exceptions, minor encumbrances, 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 other restrictions as to the use of real properties or Liens incidental
     to the conduct of the business of such Person or to the ownership of its
     properties, in each case, which were not incurred in connection with
     Indebtedness and which 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; and (ii) any zoning or similar
     law or right reserved to or vested in any Governmental Authority to control
     or regulate the use of any real property;

          (g) Liens existing on the Closing Date;

          (h) Liens on property or shares of Capital Stock of a Person at the
     time such Person becomes a subsidiary; provided that such Liens are not
     created or incurred in connection with, or



                                                                              33


     in contemplation of, such other Person becoming such a subsidiary;
     provided, further, that such Liens may not extend to any other property
     owned by the Borrower or any Restricted Subsidiary;

          (i) Liens on property at the time the Borrower or a Restricted
     Subsidiary acquired the property, including any acquisition by means of a
     merger or consolidation with or into the Borrower or any Restricted
     Subsidiary; provided that such Liens are not created or incurred in
     connection with, or in contemplation of, such acquisition; provided,
     further, that the Liens may not extend to any other property owned by the
     Borrower or any Restricted Subsidiary;

          (j) Liens securing Indebtedness or other obligations of a Restricted
     Subsidiary owing to the Borrower or another Restricted Subsidiary permitted
     to be incurred in accordance with Section 6.01;

          (k) Liens on specific items of inventory or other goods and proceeds
     of any Person securing such Person's obligations in respect of bankers'
     acceptances or letters of credit issued or created for the account of such
     Person to facilitate the purchase, shipment or storage of such inventory or
     other goods;

          (l) leases, licenses, subleases and sublicenses granted to others in
     the ordinary course of business of the Borrower or any of the Restricted
     Subsidiaries and do not secure any Indebtedness;

          (m) Liens arising from financing statement filings under the UCC or
     similar state laws regarding operating leases entered into by the Borrower
     and its Restricted Subsidiaries in the ordinary course of business;

          (n) Liens in favor of the Borrower or any Subsidiary Guarantor;

          (o) Liens on inventory or equipment of the Borrower or any Restricted
     Subsidiary granted in the ordinary course of business to the Borrower's
     client at which such inventory or equipment is located;

          (p) Liens on accounts receivable, payment intangibles and related
     assets incurred in connection with a Receivables Facility, and limited
     recourse Liens on the Capital Stock of any Receivables Subsidiary;

          (q) Liens to secure any refinancing, refunding, extension, renewal or
     replacement (or successive refinancing, refunding, extensions, renewals or
     replacements) as a whole, or in part, of any Indebtedness secured by any
     Lien referred to in clauses (a), (g), (h), (i), (r), (bb) or (dd) of this
     definition, as the case may be; provided that (x) such new Lien shall be
     limited to all or part of the same property that secured (or was required
     to secure) the original Lien (plus improvements on such property), and (y)
     the Indebtedness secured by such Lien at such time is not increased to any
     amount greater than the sum of (A) the outstanding principal amount or, if
     greater, committed amount of the Indebtedness described under clauses (a),
     (g), (h), (i), (j), (r), (bb) or (dd) of this definition, respectively, at
     the time the original Lien became a Permitted Lien pursuant this Agreement,
     and (B) an amount necessary to pay any fees and expenses, including
     premiums, related to such refinancing, refunding, extension, renewal or
     replacement;

          (r) Liens securing Indebtedness permitted to be incurred pursuant to
     Section 6.01(b)(vi), clause (A) of the proviso to Section 6.01(b)(xvi), and
     Section 6.01(b)(xix), (b)(xx) and (b)(xxiii) (whether or not, in the case
     of each of Sections 6.01(b)(xix) and (b)(xx), such Indebtedness is
     subsequently deemed to have been incurred pursuant to paragraph (a) of
     Section 6.01 as provided



                                                                              34


     in Section 6.01(b)(xix) or (b)(xx), as applicable); provided that (A) Liens
     securing Indebtedness permitted to be incurred pursuant to Section
     6.01(b)(vi) do not at any time encumber any property or assets other than
     the property or assets the cost of which is either financed or reimbursed
     by such Indebtedness and the proceeds and the products thereof, (B) Liens
     securing Indebtedness permitted to be incurred pursuant to clause (A) of
     the proviso to Section 6.01(b)(xvi) or pursuant to Section 6.01(b)(xix) are
     solely on acquired property or the assets or Capital Stock of the acquired
     entity, as the case may be, and the proceeds and the products thereof and
     (C) Liens securing Indebtedness permitted to be incurred pursuant to
     Section 6.01(b)(xx) extend only to the assets of Foreign Subsidiaries;

          (s) deposits in the ordinary course of business to secure liability to
     insurance carriers;

          (t) Liens securing judgments for the payment of money not constituting
     an Event of Default under paragraph (h) of Section 7.01, so long as such
     Liens are adequately bonded and any appropriate legal proceedings that may
     have been duly initiated for the review of such judgment have not been
     finally terminated or the period within which such proceedings may be
     initiated has not expired;

          (u) Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods in the ordinary course of business;

          (v) Liens (i) of a collection bank arising under Section 4-210 of the
     UCC on items in the course of collection, (ii) attaching to commodity
     trading accounts or other commodity brokerage accounts incurred in the
     ordinary course of business and (iii) in favor of banking institutions
     arising as a matter of law encumbering deposits (including the right of
     set-off) and which are within the general parameters customary in the
     banking industry;

          (w) Liens that are contractual rights of set-off (i) relating to the
     establishment of depository relations with banks not given in connection
     with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep
     accounts of the Borrower or any of its Restricted Subsidiaries to permit
     satisfaction of overdraft or similar obligations incurred in the ordinary
     course of business of the Borrower and its Restricted Subsidiaries or (iii)
     relating to purchase orders and other agreements entered into with
     customers of the Borrower or any of its Restricted Subsidiaries in the
     ordinary course of business;

          (x) Liens encumbering reasonable customary initial deposits and margin
     deposits and similar Liens attaching to commodity trading accounts or other
     brokerage accounts incurred in the ordinary course of business and not for
     speculative purposes;

          (y) Liens deemed to exist in connection with Investments in repurchase
     agreements permitted under Section 6.01; provided that such Liens do not
     extend to any assets other than those assets that are the subject of such
     repurchase agreement;

          (z) other Liens securing obligations incurred in the ordinary course
     of business which obligations do not exceed $25,000,000 at any one time
     outstanding;

          (aa) Liens securing (i) Secured Hedging and Cash Management
     Obligations and (ii) any other Hedging Obligations, so long as the related
     Indebtedness is, and is permitted to be pursuant to Section 6.02, secured
     by a Lien on the same property securing such Hedging Obligations;



                                                                              35


          (bb) Liens incurred to secure obligations in respect of any
     Indebtedness permitted to be incurred pursuant to Section 6.01, the
     proceeds of which are used to make Investments and acquisitions that are
     permitted by this Agreement; provided that, at the time of incurrence of
     such Indebtedness and after giving pro forma effect thereto, the
     Consolidated Secured Debt Ratio for the period of the most recently ended
     four full consecutive fiscal quarters for which internal financial
     statements are available immediately preceding the date of such incurrence
     would be no greater than 4.00 to 1.00; provided further that the Liens
     securing such Indebtedness are solely on such Investments or the acquired
     property or the Capital Stock or the assets of the acquired entity, and the
     proceeds and products thereof, as the case may be;

          (cc) Liens incurred to secure guarantees permitted under Section
     6.01(b)(xiv), but only to the extent that the Indebtedness so guaranteed is
     permitted to be secured under the terms of this Agreement and only to the
     extent of the assets permitted to secure such Indebtedness under the terms
     of this Agreement; and

          (dd) Liens securing Indebtedness incurred pursuant to Section
     6.01(b)(iv) to the extent such Liens are permitted by Section 9.02(f).

          "Permitted Transferees" means, with respect to any Person that is a
natural person (and any Permitted Transferee of such Person), (a) such Person's
immediate family, including his or her spouse, ex-spouse, children,
step-children and their respective lineal descendants and (b) any trust or other
legal entity the beneficiary of which is such Person's immediate family,
including his or her spouse, ex-spouse, children, step-children or their
respective lineal descendants and which is controlled by such Person.

          "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

          "Plan" means 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, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "Preferred Stock" means any Capital Stock with preferential rights of
payment of dividends or upon liquidation, dissolution, or winding up.

          "Prime Rate" means the rate of interest per annum determined from time
to time by Credit Suisse as its prime rate in effect at its principal office in
New York City and notified to the Borrower.

          "Printed Products Business" means the provision of checks and related
products, direct marketing and contact center services to financial and
commercial institutions and individuals.

          "Projections" means the projections of Holdings and its subsidiaries
included in the Information Memorandum and any other projections and any
forward-looking statements of such entities furnished to the Lenders or the
Agent by or on behalf of Holdings, the Borrower or any of the subsidiaries prior
to the Closing Date.

          "Pro Rata Percentage" of any Revolving Credit Lender, at any time,
shall mean the percentage of the Total Revolving Credit Commitment represented
by such Lender's Revolving Credit Commitment at such time. In the event the
Revolving Credit Commitments shall have expired or been



                                                                              36


terminated, the Pro Rata Percentage of any Revolving Credit Lender shall be
determined on the basis of the Revolving Credit Commitments most recently in
effect prior thereto.

          "Qualified Affiliate Debt" means unsecured, subordinated Indebtedness
issued by the Borrower to the Sponsor or its Affiliates in an aggregate
principal amount at any time outstanding not to exceed $30,000,000 (plus
capitalized interest on such Indebtedness).

          "Qualified Proceeds" means assets that are used or useful in, or
Capital Stock of any Person engaged in, a Similar Business; provided that the
fair market value of any such assets or Capital Stock shall be determined by the
Borrower in good faith.

          "Receivables Facility" means one or more receivables financing
facilities, as amended, supplemented, modified, extended, renewed, restated,
refunded, replaced or refinanced from time to time, the Indebtedness of which is
non-recourse (except for representations, warranties, covenants and indemnities
made in connection with such facilities that the Borrower has determined in good
faith to be customary in financings similar to a Receivables Facility,
including, without limitation, those relating to the servicing of the assets of
a Receivables Subsidiary and those relating to any obligation of the Borrower or
any Restricted Subsidiary to repurchase the assets it sold thereunder as a
result of a breach of a representation, warranty or covenant or otherwise) to
the Borrower and its Restricted Subsidiaries pursuant to which the Borrower or
any of its Restricted Subsidiaries sells or transfers its accounts receivable,
payment intangibles and related assets to either (a) a Person that is not a
Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells or
transfers its accounts receivable, payment intangibles and related assets to a
Person that is not a Restricted Subsidiary; provided that the aggregate book
value (measured at the time of transfer thereof) of all receivables and payment
intangibles at any time subject to the Receivables Facility that had been
transferred to the Receivables Subsidiary by the Borrower and any Restricted
Subsidiaries shall not exceed an amount equal to $150,000,000.

          "Receivables Fees" means distributions or payments made directly or by
means of discounts with respect to any participation interest issued or sold in
connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Receivables Facility.

          "Receivables Subsidiary" means any subsidiary formed solely for the
purpose of engaging, and that engages only, in one or more Receivables
Facilities and any Subsidiary of another Receivables Subsidiary.

          "Refinancing Indebtedness" has the meaning assigned to such term in
Section 6.01(b)(xv).

          "Refunding Capital Stock" has the meaning assigned to such term in
Section 6.04(b)(ii).

          "Register" has the meaning assigned to such term in Section 9.04.

          "Registration Rights Agreement" means the Registration Rights
Agreement relating to the Senior Notes to be entered into in connection with the
initial issuance thereof.

          "Regulation T" means Regulation T of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof, and
any successor provision thereto.

          "Regulation U" means Regulation U of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof, and
any successor provision thereto.



                                                                              37


          "Regulation X" means Regulation X of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof, and
any successor provision thereto.

          "Related Business Assets" means assets (other than cash or Cash
Equivalents) used or useful in a Similar Business; provided that any assets
received by the Borrower or a Restricted Subsidiary in exchange for assets
transferred by the Borrower or a Restricted Subsidiary shall not be deemed to be
Related Business Assets if they consist of securities of a Person, unless upon
receipt of the securities of such Person, such Person would become a Restricted
Subsidiary.

          "Related Fund" shall mean, with respect to any Lender that is a fund
that invests in bank loans, any other fund that invests in bank loans and is
advised or managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

          "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, trustees, employees,
agents and advisors of such Person and such Person's Affiliates.

          "Replacement ABL Facility" has the meaning assigned to such term in
Section 6.01(b)(iv).

          "Required Lenders" means at any time Lenders having Loans (excluding
Swingline Loans), L/C Exposure, Swingline Exposure, unused Revolving Credit
Commitments, unused Tranche B Term Loan Commitments and, if and to the extent
that there are any at such time of determination, unused New Term Loan
Commitments, together representing more than 50% of the sum of all Loans
outstanding (excluding Swingline Loans), L/C Exposure, Swingline Exposure,
unused Revolving Credit Commitments, unused Tranche B Term Loan Commitments and
such unused New Term Loan Commitments at such time; provided that during any
period that a Lender is in default of its obligation to make Loans hereunder,
such Non-Funding Lender shall be deemed not to be a "Lender" for purposes of
voting on any matters (including the granting of any consents or waivers) with
respect to any of the Loan Documents.

          "Required Prepayment Date" shall have the meaning assigned to such
term in Section 2.09(e).

          "Required Revolving Lenders" has the meaning assigned to such term in
Section 9.02(b); provided that during any period that a Lender is in default of
its obligation to make Loans hereunder, such Non-Funding Lender shall be deemed
not to be a "Lender" for purposes of voting on any matters (including the
granting of any consents or waivers) with respect to any of the Loan Documents.

          "Requirement of Law" means, as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

          "Responsible Officer" of any Person means the chief executive officer,
the president, any vice president, the chief operating officer or any Financial
Officer of such Person and any other officer or similar official thereof
responsible for the administration of the obligations of such Person in respect
of this Agreement, and, as to any document delivered on the Closing Date (but
subject to the express requirements set forth in Article IV), shall include any
secretary or assistant secretary of a Loan Party. Any document delivered
hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action



                                                                              38


on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.

          "Restricted Investment" means an Investment other than a Permitted
Investment.

          "Restricted Payments" has the meaning assigned to such term in Section
6.04(a).

          "Restricted Subsidiary" means, at any time, any direct or indirect
subsidiary of the Borrower (including any Foreign Subsidiary) that is not then
an Unrestricted Subsidiary or a Receivables Subsidiary; provided that upon the
occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted
Subsidiary, such subsidiary shall be included in the definition of "Restricted
Subsidiary".

          "Retired Capital Stock" has the meaning assigned to such term in
Section 6.04(b)(ii).

          "Revolving Credit Borrowing" shall mean a Borrowing comprised of
Revolving Loans.

          "Revolving Credit Commitment" shall mean, with respect to each Lender,
the commitment, if any, of such Lender to make Revolving Loans (and to acquire
participations in Letters of Credit and Swingline Loans) hereunder, or in the
Assignment and Assumption or Incremental Facility Joinder Agreement pursuant to
which such Lender assumed its Revolving Credit Commitment, as applicable, as the
same may be (a) reduced from time to time pursuant to Section 2.06 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04.

          "Revolving Credit Exposure" shall mean, with respect to each Lender,
at any time, the aggregate principal amount at such time of all outstanding
Revolving Loans of such Lender, plus the aggregate amount at such time of such
Lender's L/C Exposure, plus the aggregate amount at such time of such Lender's
Swingline Exposure.

          "Revolving Credit Lender" shall mean a Lender with a Revolving Credit
Commitment or an outstanding Revolving Loan.

          "Revolving Credit Maturity Date" shall mean the last Business Day of
the calendar quarter ending on or after the sixth anniversary of the Closing
Date.

          "Revolving Loans" shall mean the revolving loans made by the Lenders
to the Borrower pursuant to clause (b) of Section 2.01 or any New Revolving
Loans.

          "Sale and Lease-Back Transaction" means any arrangement with any
Person providing for the lease by the Borrower or any Restricted Subsidiary of
any real or tangible personal property, which property has been or is to be sold
or transferred by the Borrower or such Restricted Subsidiary to such Person in
contemplation of a transaction that constitutes a capital lease in accordance
with GAAP.

          "S&P" means Standard & Poor's Ratings Service, a division of the
McGraw-Hill Companies, Inc., and any successor to its rating agency business.

          "SEC" means the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of its functions.

          "Secured Hedging and Cash Management Obligations" means all Hedging
Obligations and Cash Management Obligations owing to the Agent, any Arranger, a
Lender or any Affiliate of any of the foregoing and with respect to which, on or
prior to the Closing Date or at or prior to the time that the agreement or
arrangement relating to such Hedging Obligation or Cash Management Obligation or
any amendment thereof is entered into, the Borrower (or another Loan Party) and
the Lender or other Person



                                                                              39


referred to above in this definition (or Affiliate) party thereto shall have
delivered written notice to the Agent that such a transaction has been entered
into and that it constitutes a Secured Hedging and Cash Management Obligation
entitled to the benefits of the Collateral Documents.

          "Secured Indebtedness" means any Indebtedness secured by a Lien.

          "Secured Obligations" means all Obligations, together with all Secured
Hedging and Cash Management Obligations.

          "Secured Parties" has the meaning assigned to such term in the
Guarantee and Collateral Agreement.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

          "Senior Indebtedness" means with respect to any Person (a) all
Indebtedness of such Person, whether outstanding on the Closing Date or
thereafter incurred and (b) all other obligations of such Person (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person whether or not post-filing interest is
allowed in such proceeding) in respect of Indebtedness described in clause (a)
above unless, in the case of clauses (a) and (b), the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness or other obligations are subordinate in right of
payment to the Obligations or the Loan Guarantee of such Person, as the case may
be; provided that Senior Indebtedness shall not include (i) any obligation of
such Person to the Borrower or any subsidiary of the Borrower or to any joint
venture in which the Borrower or any Restricted Subsidiary has an interest, (ii)
any liability for Federal, state, local or other Taxes owed or owing by such
Person, (iii) any accounts payable or other liability to trade creditors in the
ordinary course of business (including guarantees thereof as instruments
evidencing such liabilities), (iv) any Indebtedness or other obligation of such
Person that is subordinate or junior in right of payment to any other
Indebtedness or other obligation of such Person or (v) that portion of any
Indebtedness that at the time of incurrence is incurred in violation of this
Agreement. For the purposes of the foregoing, for the avoidance of doubt, no
Indebtedness shall be deemed to be subordinated in right of payment to any other
Indebtedness solely by virtue of being unsecured or secured by a lower priority
Lien or by virtue of the fact that the holders of such Indebtedness have entered
into intercreditor agreements or other arrangements giving one or more of such
holders priority over the other holders in the collateral held by them.

          "Senior Note Documents" means the Senior Notes Indenture and all other
instruments, agreements and other documents evidencing the Senior Notes or
providing for any guarantee or other right in respect thereof.

          "Senior Notes" means the Borrower's Indebtedness issued on or before
the Closing Date permitted by Section 6.01(b)(iii), which may include, without
duplication, the bridge financing in respect thereof in whole or in part, and
any subsequent refinancing of such bridge financing.

          "Senior Notes Guarantees" means any guarantee of the Senior Notes
pursuant to the Senior Note Documents, and any replacement or refinancing
thereof.

          "Senior Notes Indenture" means the Indenture among the Borrower, as an
issuer, certain of its subsidiaries, as co-issuers and/or guarantors, and the
trustee thereof, pursuant to which the Senior Notes are issued on or before the
Closing Date or, in the case of any bridge financing or refinancing, the
definitive agreement with respect thereto.



                                                                              40


          "Series" has the meaning assigned to such term in Section 2.24(a).

          "Significant Subsidiary" means any Restricted Subsidiary of the
Borrower 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 hereof.

          "Signing Date" means the date on which this Agreement is executed by
the Borrower, the Agent, the Swingline Lender, the Issuing Bank and the initial
Lenders thereunder holding in the aggregate Tranche B Term Loan Commitments of
$1,800,000,000 and Revolving Credit Commitments of $100,000,000.

          "Similar Business" means any business conducted by the Borrower and
its Subsidiaries on the Closing Date (after giving effect to the Transactions)
or any business that is a natural outgrowth of an existing business or is
similar, reasonably related, incidental or ancillary to any of the foregoing.

          "SPC" has the meaning assigned to such term in Section 9.04(i).

          "Sponsor" means M&F Worldwide Corp.

          "Sponsor Group" means (i) the Sponsor, (ii) MacAndrews & Forbes
Holdings Inc., (iii) each of their direct and indirect subsidiaries and
Affiliates, (iv) Ronald O. Perelman, (v) any of the directors or executive
officers of MacAndrews & Forbes Holdings Inc. or (vi) any of their respective
Permitted Transferees.

          "Subordinated Indebtedness" means (a) with respect to the Borrower,
any Indebtedness of the Borrower that is by its terms subordinated in right of
payment to the Obligations, and (b) with respect to any Loan Guarantor, any
Indebtedness of such Loan Guarantor that is by its terms subordinated in right
of payment to the guarantee of such Loan Guarantor under the Guarantee and
Collateral Agerement. For the purposes of the foregoing, for the avoidance of
doubt, no Indebtedness shall be deemed to be subordinated in right of payment to
any other Indebtedness solely by virtue of being unsecured or secured by a lower
priority Lien or by virtue of the fact that the holders of such Indebtedness
have entered into intercreditor agreements or other arrangements giving one or
more of such holders priority over the other holders in the collateral held by
them.

          "subsidiary" means, with respect to any Person, (a) any corporation,
association, or other business entity (other than a partnership, joint venture,
limited liability company or similar 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) to vote in the election of directors, managers or
trustees thereof is at the time of determination owned or controlled, directly
or indirectly, by such Person or one or more of the other subsidiaries of that
Person or a combination thereof and (b) any partnership, joint venture, limited
liability company or similar entity of which (i) more than 50% of the capital
accounts, distribution rights, total equity and voting interests or general or
limited partnership interests, as applicable, are owned or controlled, directly
or indirectly, by such Person or one or more of the other subsidiaries of that
Person or a combination thereof whether in the form of membership, general,
special or limited partnership or otherwise, and (ii) such Person or any
Restricted Subsidiary of such Person is a controlling general partner or
otherwise controls such entity.

          "Subsidiary" means any subsidiary of the Borrower.

          "Subsidiary Co-Borrower" has the meaning assigned to such term in the
preamble to this Agreement.




                                                                              41


          "Subsidiary Guarantor" means each Domestic Subsidiary of the Borrower
that is a Restricted Subsidiary on the Closing Date (other than any Immaterial
Subsidiary) and each other Restricted Subsidiary of the Borrower that hereafter
guarantees the Secured Obligations pursuant to Section 5.11.

          "Successor Borrower" has the meaning assigned to such term in Section
6.03(a)(i).

          "Successor Holdings Guarantor" has the meaning assigned to such term
in Section 6.03(e).

          "Successor Person" has the meaning assigned to such term in Section
6.03(c)(i).

          "Swingline Commitment" shall mean the commitment of the Swingline
Lender to make loans pursuant to Section 2.22, as the same may be reduced from
time to time pursuant to Section 2.06.

          "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 Credit Lender at any time shall equal its Pro Rata Percentage
of the aggregate Swingline Exposure at such time.

          "Swingline Lender" shall mean Credit Suisse acting in its capacity as
lender of Swingline Loans hereunder.

          "Swingline Loan" shall mean any loan made by the Swingline Lender
pursuant to Section 2.22.

          "Syndication Agent" means Bear Stearns Corporate Lending Inc.

          "Tax Sharing Agreement" means the Tax Sharing Agreement dated as of
December 15, 2005, among Parent, the Borrower and PCT International Holdings
Inc., and any amendments, supplements or modifications thereof; provided that
such amendments, supplements and modifications shall not be taken into account
for purposes of this Credit Agreement without the consent of the Agent if such
amendments, supplements or modifications would be reasonably likely to have a
Material Adverse Effect as determined in good faith by the Borrower.

          "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "Tender Offer" means (a) the tender offer by the Borrower for the
outstanding Existing Clarke Notes and a simultaneous consent solicitation from
the holders of such Existing Clarke Notes for the removal of certain specified
restrictive covenants and events of default under the indenture governing such
Existing Clarke Notes to the extent reasonably requested by the Agent and (b) if
and to the extent that such consent solicitation does not result in such
removal, such other arrangements as shall be reasonably acceptable to the Agent
shall have been made for the redemption or covenant defeasance of any Existing
Clarke Notes not tendered and accepted in the tender offer referred to in clause
(a).

          "Term Borrowing" shall mean Terms Loans made pursuant to the Tranche B
Term Loan Commitment or the New Term Loan Commitment.

          "Term Loan Commitment Fee" has the meaning assigned to such term in
Section 2.10(d).

          "Term Loan Maturity Date" shall mean the Tranche B Maturity Date or a
New Term Maturity Date, as the case may be.



                                                                              42


          "Term Loans" shall mean the Tranche B Term Loans and the New Term
Loans.

          "Ticking Fee Payment Date" means the day, if any, that occurs after
the 60th calendar day after the Signing Date and is the earlier to occur of (i)
the Closing Date and (ii) such earlier date on which the Tranche B Term Loan
Commitments are terminated in full in accordance with Section 2.06.

          "Title Insurance Company" means the title insurance company or
companies providing the Title Insurance Policies.

          "Title Insurance Policies" means the lender's title insurance policies
issued to Agent with respect to the Mortgaged Properties.

          "Total Assets" means the total amount of all assets of the Borrower
and the Restricted Subsidiaries, determined on a consolidated basis in
accordance with GAAP as shown on the most recent internal balance sheet of the
Borrower.

          "Total Revolving Credit Commitment" shall mean, at any time, the
aggregate amount of the Revolving Credit Commitments, as in effect at such time.
The initial Total Revolving Credit Commitment is $100,000,000.

          "Tranche B Maturity Date" shall mean the last Business Day of the
calendar quarter ending on or after the seventh anniversary of the Closing Date.

          "Tranche B Term Lender" shall mean a Lender with a Tranche B Term Loan
Commitment or an outstanding Tranche B Term Loan.

          "Tranche B Term Loan" shall mean a term loan made by the Lenders to
the Co-Borrowers on the Closing Date pursuant to Section 2.01(a).

          "Tranche B Term Loan Commitment" shall mean, with respect to each
Lender, the commitment, if any, of such Lender to make Tranche B Term Loans
hereunder as set forth on the Commitment Schedule or under a New Term Loan
Commitment, if any, or in the Assignment and Assumption pursuant to which such
Lender assumed its Tranche B Term Loan Commitment, as applicable, as the same
may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial aggregate amount of Tranche B Term Loan
Commitments is $1,800,000,000.

          "Transaction Costs" means fees and expenses payable or otherwise borne
by Holdings, the Borrower and its subsidiaries in connection with the
Transactions and the transactions contemplated thereby, including, without
limitation, the costs of legal and financial advisors to Holdings, the Borrower,
the Company and the Lenders, the payment of any change of control payments or
other severance payments, redemption premiums and prepayment fees and penalties
in connection with the prepayment redemption, repurchase and solicitation of
consents of the existing Indebtedness of each of the Borrower, the Company and
their respective Affiliates and the costs of structuring and implementing
corporate restructuring transactions related to the Transactions.

          "Transactions" means, collectively, (a) the execution, delivery and
performance by Sponsor and Merger Sub of the Merger Agreement and the
consummation of the transactions contemplated thereby, (b) the execution,
delivery and performance by the Loan Parties of the Loan Documents to which they
are a party on the Closing Date and the making of the Borrowings hereunder on
the Closing Date, (c) the execution, delivery and performance by Holdings, the
Borrower and the subsidiaries of the Borrower party thereto of the Senior Note
Documents and the issuance of the Senior



                                                                              43


Notes, (d) the Existing Bank Debt Refinancing and the Tender Offer, and (e) the
payment of the Transaction Costs.

          "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 or the
Alternate Base Rate.

          "UCC" means the Uniform Commercial Code as in effect from time to time
in the state of New York or any other state the laws of which are required to be
applied in connection with the issue of perfection of security interests.

          "Unliquidated Obligations" means, at any time, any Secured Obligations
(or portion thereof) that are contingent in nature or unliquidated at such time
to the extent they consist of: (i) any obligation to reimburse a bank for
drawings not yet made under a letter of credit issued by it; or (ii) any
contingent obligations related to expenses or indemnification for which no
written demand has been made.

          "Unrestricted Subsidiary" means (a) any subsidiary of the Borrower
that at the time of determination is an Unrestricted Subsidiary (as designated
by the Borrower, as provided below) and (b) any subsidiary of an Unrestricted
Subsidiary.

          The Borrower may designate any subsidiary of the Borrower (including
any existing subsidiary and any newly acquired or newly formed subsidiary) to be
an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries
owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any
property of, the Borrower or any subsidiary of the Borrower (other than any
subsidiary of the subsidiary to be so designated or any other Unrestricted
Subsidiary); provided that (i) any Unrestricted Subsidiary must be an entity of
which shares of the capital stock or other equity interests (including
partnership interests) entitled to cast at least a majority of the votes that
may be cast by all shares or equity interests having ordinary voting power for
the election of directors or other governing body are owned, directly or
indirectly, by the Borrower, (ii) such designation complies with Section 6.04
and (iii) each of (A) the subsidiary to be so designated and (B) its
subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of Holdings, the Borrower or any Restricted
Subsidiary.

          The Borrower may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that, immediately after giving effect to such
designation no Default shall have occurred and be continuing and either (x) the
Borrower could incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test described in the first paragraph of Section
6.01 or (y) the Fixed Charge Coverage Ratio for the Borrower and its Restricted
Subsidiaries would be equal to or greater than such ratio for the Borrower and
its Restricted Subsidiaries immediately prior to such designation, in each case
on a pro forma basis taking into account such designation.

          Any such designation by the Borrower shall be notified by the Borrower
to the Agent by promptly delivering to the Agent a copy of any applicable Board
Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.
Notwithstanding the foregoing, as of the Closing Date, all of the subsidiaries
of the Borrower will be Restricted Subsidiaries, other than those as to which
the Agent has otherwise agreed in the exercise of its reasonable discretion.



                                                                              44


          "USA PATRIOT Act" means The Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as
amended from time to time.

          "Voting Stock" of any 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.

          "Waivable Mandatory Prepayment" shall have the meaning assigned to
such term in Section 2.09(f).

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any
date, the quotient obtained by dividing (1) the sum of the products of the
number of years from the date of determination to the date of each successive
scheduled principal payment of such Indebtedness or redemption or similar
payment with respect to such Disqualified Stock or Preferred Stock multiplied by
the amount of such payment, by (2) the sum of all such payments.

          "Wholly-Owned Subsidiary" of any Person means a subsidiary of such
Person, 100% of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly-Owned Subsidiaries of such Person.

          "Withdrawal Liability" means 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.

                    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 "LIBOR Rate Loan") or by Class and
Type (e.g., a "LIBOR Rate Revolving Loan"). Borrowings also may be classified
and referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"LIBOR Rate Borrowing") or by Class and Type (e.g. a "LIBOR Rate 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". Unless otherwise specifically indicated, the term "consolidated"
with respect to any Person refers to such Person consolidated with its
Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary
or Receivables Subsidiary as if such Subsidiary were not an Affiliate of such
Person. The word "will" shall be construed to have the same meaning and effect
as the word "shall". Unless the context requires otherwise (a) any definition of
or reference to any law, statute, agreement, instrument or other document herein
shall be construed as referring to such law, statute, 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 entirety 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 and (e) 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.



                                                                              45


                    SECTION 1.04. Effectuation of Transactions. On and after the
Closing Date, each of the representations, warranties and covenants of the Loan
Parties contained in this Agreement (and all corresponding definitions) are made
after giving effect to the Transactions, unless the context otherwise requires.
In addition, for purposes of calculating EBITDA, Total Assets, Foreign
Subsidiary Total Assets, Consolidated Total Indebtedness and any other financial
definitions, the Transactions shall be given pro forma effect as if they had
occurred on the first day of the relevant period in a manner consistent with the
pro forma adjustment provisions set forth in the definition of "Fixed Charge
Coverage Ratio."

                    SECTION 1.05. Effect of Restatement of Financial Statements.
For the avoidance of doubt, any subsequent restatement of financial statements
shall have no retroactive effect for purposes of calculations previously made
pursuant to Sections 2.09(d), 5.11 or Article VI (other than Section 6.10) or
any definition used therein.

                                   ARTICLE II

                                   The Credits

                    SECTION 2.01. Commitments. Subject to the terms and
conditions hereof, (a) each Tranche B Term Lender agrees, severally and not
jointly, to make Tranche B Term Loans to the Co-Borrowers on the Closing Date in
an aggregate principal amount not to exceed its Tranche B Term Loan Commitment
and (b) each Revolving Credit Lender agrees, severally and not jointly, to make
Revolving Loans to one or more Co-Borrowers, at any time and from time to time
on or after the Closing Date and until the earlier of the Revolving Credit
Maturity Date and the termination of the Revolving Credit Commitment of such
Revolving Credit Lender in accordance with the terms hereof, in an aggregate
principal amount at any time outstanding that will not result in such Revolving
Credit Lender's Revolving Credit Exposure exceeding such Revolving Credit
Lender's Revolving Credit Commitment; provided that in no event will (x) the
aggregate amount of Revolving Loans made on the Closing Date exceed $25,000,000
and (y) the aggregate face amount of Letters of Credit issued on the Closing
Date exceed $15,000,000 plus, if the maximum referred to in the foregoing clause
(x) is not drawn on the Closing Date, the excess of such maximum amount over the
amount so drawn. Within the limits set forth in clause (b) of the preceding
sentence and subject to the terms, conditions and limitations set forth herein,
the Co-Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts
paid or prepaid in respect of Term Loans may not be reborrowed.

                    SECTION 2.02. Loans and Borrowings. (a) Each Loan (other
than Swingline Loans) shall be made as part of a Borrowing consisting of Loans
of the same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class; provided, however, that the
failure of any Lender to make any Loan required to be made by it 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 2.02(d) and subject to Section 2.22
relating to Swingline Loans, the Loans comprising any Borrowing shall be in an
aggregate principal amount equal to $1,000,000 or a whole multiple of $500,000
in excess thereof or if lesser, an amount equal to the remaining available
balance of the applicable Commitments.

          (b) Subject to Sections 2.12 and 2.18, each Borrowing shall be
     comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower may
     request pursuant to Section 2.03. Each Lender may at its option make any
     LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of
     such Lender to make such Loan; provided that (i) any exercise of such
     option shall not affect the obligation of the Co-Borrowers to repay such
     Loan in accordance



                                                                              46


     with the terms of this Agreement and (ii) in exercising such option, such
     Lender shall use reasonable efforts to minimize any increase in the
     Adjusted LIBOR Rate or increased costs to the Co-Borrowers resulting
     therefrom (which obligation of such Lender shall not require it to take, or
     refrain from taking, actions that it determines would result in increased
     costs for which it will not be compensated hereunder or that it otherwise
     determines would be disadvantageous to it and in the event of such request
     for costs for which compensation is provided under this Agreement, the
     provisions of Section 2.13 shall apply); provided, however, that the
     Borrower shall not be entitled to request any Borrowing that, if made,
     would result in more than twelve LIBOR Rate Borrowings outstanding
     hereunder at any time. 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) Notwithstanding any other provision of this Agreement, the
     Borrower shall not be entitled to request any Revolving Credit Borrowing if
     the Interest Period requested with respect thereto would end after the
     Revolving Credit Maturity Date.

          (d) If the Issuing Bank shall not have received from the Co-Borrowers
     the payment required to be made by Section 2.23(e) with respect to a Letter
     of Credit within the time specified in such Section, the Issuing Bank will
     promptly notify the Agent of the L/C Disbursement and the Agent will
     promptly notify each Revolving Credit Lender of such L/C Disbursement and
     its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by
     wire transfer of immediately available funds to the Agent not later than
     2:00 p.m. Noon, New York City time, on such date (or, if such Revolving
     Credit Lender shall have received such notice later than 12:00 (noon), New
     York City time, on any day, not later than 10:00 a.m., New York City time,
     on the immediately following Business Day), an amount equal to such
     Lender's Pro Rata Percentage of such L/C Disbursement (it being understood
     that such amount shall be deemed to constitute an ABR Revolving Loan of
     such Lender and such payment shall be deemed to have reduced the L/C
     Exposure), and the Agent will promptly pay to the Issuing Bank amounts so
     received by it from the Revolving Credit Lenders. The Agent will promptly
     pay to the Issuing Bank any amounts received by it from the Co-Borrowers
     pursuant to Section 2.23(e) prior to the time that any Revolving Credit
     Lender makes any payment pursuant to this paragraph; any such amounts
     received by the Agent thereafter will be promptly remitted by the Agent to
     the Revolving Credit Lenders that shall have made such payments and to the
     Issuing Bank, as their interests may appear. If any Revolving Credit Lender
     shall not have made its Pro Rata Percentage of such L/C Disbursement
     available to the Agent as provided above, such Lender and the Co-Borrowers
     severally agree to pay interest on such amount, for each day from and
     including the date such amount is required to be paid in accordance with
     this paragraph to but excluding the date such amount is paid, to the Agent
     for the account of the Issuing Bank at (i) in the case of the Co-Borrowers,
     a rate per annum equal to the interest rate applicable to Revolving Loans
     pursuant to Section 2.05(a), and (ii) in the case of such Lender, for the
     first such day, the Federal Funds Effective Rate, and for each day
     thereafter, the Alternate Base Rate.

                    SECTION 2.03. Request for Borrowing. (a) To request the
making of the Loans hereunder on the Closing Date, the Borrower (on behalf of
the applicable Co-Borrower) shall notify the Agent of such request either in
writing by delivery of a Borrowing Request (by hand or facsimile) signed by the
Borrower (on behalf of the applicable Co-Borrower) or by telephone not later
than 11:00 a.m., New York City time, two (2) Business Days before the proposed
Closing Date (or such later time as shall be acceptable to the Agent). In order
to request a Borrowing (other than the Borrowing on the Closing Date, a
Swingline Loan or a deemed Borrowing pursuant to Section 2.02(d), as to which
this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to
the Agent a duly completed



                                                                              47


Borrowing Request (i) in the case of a LIBOR Rate Borrowing, not later than
12:00 Noon, New York City time, three Business Days before a proposed Borrowing
and (ii) in the case of an ABR Borrowing, not later than 2:00 p.m., New York
City time, one Business Day before a proposed Borrowing. Each Borrowing Request
shall be irrevocable (except in the case of the one in respect of the Closing
Date if the Closing Date does not occur), shall be signed by or on behalf of the
Borrower (on behalf of the applicable Co-Borrower) and shall specify the
following information:

               (1) whether the Borrowing then being requested is to be a Term
          Loan Borrowing or a Revolving Credit Borrowing;

               (2) the aggregate amount of the requested Borrowing;

               (3) the date of such Borrowing, which shall be a Business Day;

               (4) whether the Borrowing is to be an ABR Borrowing or a LIBOR
          Rate Borrowing;

               (5) in the case of a LIBOR Rate Borrowing, the initial Interest
          Period with respect thereto, which shall be a period contemplated by
          the definition of the term "Interest Period"; and

               (6) the Co-Borrower(s) for whose benefit the Loan is to be made
          and the number and location of the accounts to which funds are to be
          disbursed; and

provided, however, that, notwithstanding any contrary specification in any
Borrowing Request, each requested Borrowing shall comply with the requirements
set forth in Section 2.02.

          (b) If no election as to the Type of Borrowing is specified in any
     such notice, then the requested Borrowing shall be an ABR Borrowing. If no
     Interest Period with respect to any LIBOR Rate Borrowing is specified in
     any such notice, then the relevant Co-Borrower shall be deemed to have
     selected an Interest Period of one month's duration. Promptly following
     receipt of the Borrowing Request in accordance with this Section, the Agent
     shall advise each Lender of the details thereof and of such Lender's Loan
     to be made as part of the requested Borrowing.

                    SECTION 2.04. Funding of Borrowings. (a) Except with respect
to Loans made pursuant to Section 2.02(d) and subject to Section 2.22 relating
to Swingline Loans, each Lender shall make the Loan to be made by it hereunder
on the proposed date of Borrowing thereof by wire transfer of immediately
available funds by 12:00 (noon), New York City time, and the Agent shall
promptly credit the amounts so received to the account or accounts designated in
the applicable Borrowing Request 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.

          (b) Unless the Agent shall have received notice from a Lender prior to
     the date of any Borrowing that such Lender will not make available to the
     Agent such Lender's portion of such Borrowing, the Agent may assume that
     such Lender has made such portion available to the Agent on the date of
     such Borrowing in accordance with paragraph (a) of this Section and the
     Agent may, in reliance upon such assumption, make available to the relevant
     Co-Borrower on such date a corresponding amount. In such event, if a Lender
     has not in fact made its share of the Borrowing available to the Agent,
     then the applicable Lender and the Co-Borrowers severally agree to pay to
     the Agent forthwith on demand (without duplication) such



                                                                              48


     corresponding amount with interest thereon, for each day from and including
     the date such amount is made available to the Co-Borrowers to but excluding
     the date of payment to the Agent, at (i) in the case of such Lender, the
     greater of the Federal Funds Effective Rate and a rate determined by the
     Agent in accordance with banking industry rules on interbank compensation
     or (ii) in the case of the Co-Borrowers, the interest rate applicable to
     ABR Loans. If such Lender pays such amount to the Agent, then such amount
     shall constitute such Lender's Loan included in the Borrowing on the
     Closing Date. Nothing herein shall be deemed to relieve any Lender from its
     obligation to fulfill its Commitment or to prejudice any rights which the
     Agent or the Co-Borrowers or any Loan Party may have against any Lender as
     a result of any default by such Lender hereunder.

                    SECTION 2.05. Type; Interest Elections. (a) The Loans
initially shall be of the Type specified in the Borrowing Request and, in the
case of a LIBOR Rate Borrowing, shall have an initial Interest Period (not to
exceed two (2) months' duration in the case of any such Interest Period
commencing on the Closing Date) as specified in such Borrowing Request.
Revolving Loans made on the Closing Date shall be ABR Loans. Thereafter, the
Borrower may elect to convert all or any portion of any Borrowing (subject to
the minimum amounts for Borrowings of the applicable Type specified in Section
2.02(a)) to a different Type or to continue such Borrowing and, in the case of a
LIBOR Rate Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The 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.

To make an election pursuant to this Section, the Borrower shall notify the
Agent of such election by telephone (i) in the case of an election to convert to
or continue as a LIBOR Rate Borrowing, not later than 12:00 noon, New York City
time, three (3) Business Days before the date of the proposed conversion or
continuation or (ii) in the case of an election to convert to or continue as an
ABR Borrowing, not later than 12:00 noon, New York City time, one (1) Business
Day prior to the proposed conversion or continuation, subject in each case to
the following:

               (i) each conversion or continuation shall be made pro rata among
          the Lenders in accordance with the respective principal amounts of the
          Loans comprising the converted or continued Borrowing;

               (ii) if less than all the outstanding principal amount of any
          Borrowing shall be converted or continued, then each resulting
          Borrowing shall satisfy the limitations specified in Sections 2.02(a)
          and 2.02(b) regarding the principal amount and maximum number of
          Borrowings of the relevant Type;

               (iii) each conversion shall be effected by each Lender and the
          Agent by recording for the account of such Lender the new Loan of such
          Lender resulting from such conversion and reducing the Loan (or
          portion thereof) of such Lender being converted by an equivalent
          principal amount; accrued interest on any LIBOR Rate Loan (or portion
          thereof) being converted shall be paid by the Co-Borrowers at the time
          of conversion;

               (iv) if any LIBOR Rate Borrowing is converted at a time other
          than the end of the Interest Period applicable thereto, the
          Co-Borrowers shall pay, upon demand, any amounts due to the Lenders
          pursuant to Section 2.14;

               (v) any portion of a Borrowing maturing or scheduled to be repaid
          in less than one month may not be converted into or continued as a
          LIBOR Rate Borrowing;



                                                                              49


               (vi) any portion of a LIBOR Rate Borrowing that cannot be
          converted into or continued as a LIBOR Rate Borrowing by reason of the
          immediately preceding clause shall be automatically converted at the
          end of the Interest Period in effect for such Borrowing into an ABR
          Borrowing; and

               (vii) no Interest Period may be selected for any LIBOR Rate Term
          Borrowing that would end later than an Installment Date occurring on
          or after the first day of such Interest Period if, after giving effect
          to such selection, the aggregate outstanding amount of (A) the LIBOR
          Rate Term Borrowings with Interest Periods ending on or prior to such
          Installment Date and (B) the ABR Term Borrowings would not be at least
          equal to the principal amount of Term Borrowings to be paid on such
          Installment Date.

Each such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or facsimile to the Agent of a written
Interest Election Request in a form approved by the Agent and signed by the
Borrower.

          (b) Each telephonic and written 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, the portions thereof to be allocated to each
          resulting Borrowing (in which case the information to be specified
          pursuant to clauses (iii) and (iv) below shall be specified for each
          resulting Borrowing);

               (ii) the effective date of the election made pursuant to such
          Interest Election Request, which shall be a Business Day;

               (iii) whether the resulting Borrowing is to be an ABR Borrowing
          or a LIBOR Rate Borrowing; and

               (iv) if the resulting Borrowing is a LIBOR Rate Borrowing, 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 LIBOR Rate Borrowing
but does not specify an Interest Period, then the Borrower shall be deemed to
have selected an Interest Period of one month's duration.

          (c) Promptly following receipt of an Interest Election Request, the
     Agent shall advise each Lender of the details thereof and of such Lender's
     portion of each resulting Borrowing.

          (d) If the Borrower fails to deliver a timely Interest Election
     Request with respect to a LIBOR Rate Borrowing prior to the end of the
     Interest Period applicable thereto, then, unless such Borrowing is repaid
     as provided herein, at the end of such Interest Period such Borrowing shall
     be converted to an ABR Borrowing. Notwithstanding any contrary provision
     hereof, if an Event of Default has occurred and is continuing and the
     Agent, at the request of the Required Lenders, so notifies the Borrower,
     then, so long as an Event of Default is continuing (i) no outstanding
     Borrowing may be converted to or continued as a LIBOR Rate Borrowing and
     (ii) unless repaid, each LIBOR Rate Borrowing shall be converted to an ABR
     Borrowing at the end of the then current Interest Period applicable
     thereto.



                                                                              50


                    SECTION 2.06. Termination and Reduction of Commitments. (a)
Unless previously terminated in accordance with the terms hereof, (i) the
Tranche B Term Loan Commitments shall automatically terminate at 5:00 p.m., New
York City time, on the Closing Date and (ii) the Revolving Credit Commitments,
the Swingline Commitment and the L/C Commitment shall automatically terminate on
the Revolving Credit Maturity Date.

          (b) Upon at least three Business Days' prior irrevocable written or
     fax notice to the Agent (or such shorter notice as the Agent may agree),
     the Borrower may at any time in whole permanently terminate, or from time
     to time in part permanently reduce, the Term Loan Commitments, the
     Revolving Credit Commitments or the Swingline Commitment; provided,
     however, that (i) each partial reduction of the Term Loan Commitments, the
     Revolving Credit Commitments or the Swingline Commitment shall be in an
     integral multiple of $1,000,000 and in a minimum amount of $1,000,000 and
     (ii) the Total Revolving Credit Commitment shall not be reduced to an
     amount that is less than the Aggregate Revolving Credit Exposure then in
     effect.

          (c) If a Change of Control occurs after the Closing Date, the Agent
     may, at the direction of the Required Revolving Lenders, by notice to the
     Borrower terminate the Revolving Credit Commitments, the L/C Commitment and
     the Swingline Commitment, and thereupon the Revolving Credit Commitments,
     the L/C Commitment and the Swingline Commitment shall terminate at the
     close of business on the fifth Business Day after such notice is received
     by the Borrower. The Borrower shall furnish to the Agent written notice of
     any Change of Control promptly after any Responsible Officer of Holdings or
     the Borrower obtains knowledge of consummation thereof.

          (d) Each reduction in the Term Loan Commitments, Revolving Credit
     Commitments or Swingline Commitment hereunder shall be made ratably among
     the applicable Lenders in accordance with Section 2.21. The Borrower shall
     pay to the Agent for the account of the applicable Lenders, on the date of
     each termination or reduction, the Commitment Fees on the amount of the
     Revolving Credit Commitments so terminated or reduced after the Closing
     Date accrued to but excluding the date of such termination or reduction.

                    SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The
Co-Borrowers, jointly and severally, hereby unconditionally promise to pay to
the Agent for the account of each Lender (i) the principal amount of each Term
Loan of such Lender made to the Co-Borrowers as provided in clause (b) below and
(ii) the then unpaid principal amount of each Revolving Loan of such Lender made
to the Co-Borrowers on the Revolving Credit Maturity Date.

          (b) The principal amount of the Tranche B Term Loans shall be repaid
     in consecutive quarterly installments (each, an "Installment") of 0.25% of
     the original aggregate principal amount thereof (to be decreased in the
     manner set forth in Section 2.08 or 2.09 in the event of any prepayments of
     the Term Loans hereunder), each on the last Business Day of each March,
     June, September and December of each year (each, an "Installment Date")
     commencing with the first of such dates to occur not less than three months
     after the Closing Date; provided, in the event any New Term Loans are made,
     such New Term Loans shall be repaid on each Installment Date beginning with
     the first of such dates to occur not less than three months after the
     applicable Increased Amount Date in an amount equal to (i) the aggregate
     principal amount of the New Term Loans of the applicable Series of New Term
     Loans, times (ii) the ratio (expressed as a percentage) of (y) the amount
     of all other Term Loans being repaid on such Installment Date and (z) the
     total aggregate principal amount of all other Term Loans outstanding on
     such Increased Amount Date. In the event and on each occasion that any Term



                                                                              51


     Loan Commitments shall be reduced or shall expire or terminate other than
     as a result of the making of a Term Loan, the Installments payable on each
     Installment Date shall be reduced pro rata by an aggregate amount equal to
     the amount of such reduction, expiration or termination. To the extent not
     previously paid, all Term Loans shall be due and payable on the relevant
     Term Loan Maturity Date, together with accrued and unpaid interest on the
     principal amount to be paid to but excluding the date of payment. All
     repayments pursuant to this Section 2.07(b) shall be subject to Section
     2.14, but shall otherwise be without premium or penalty.

          (c) Each Lender shall maintain in accordance with its usual practice
     an account or accounts evidencing the indebtedness of the Co-Borrowers to
     such Lender resulting from each Loan made by such Lender, including the
     amounts of principal and interest payable and paid to such Lender from time
     to time hereunder.

          (d) The Agent shall maintain accounts in which it shall record (i) the
     amount of each Loan made hereunder, the Class and Type thereof and the
     Interest Period (if any) applicable thereto, (ii) the amount of any
     principal or interest due and payable or to become due and payable from the
     Co-Borrowers to each Lender hereunder and (iii) the amount of any sum
     received by the Agent hereunder for the account of the Lenders and each
     Lender's share thereof.

          (e) The entries made in the accounts maintained pursuant to paragraph
     (c) or (d) of this Section shall be prima facie evidence of the existence
     and amounts of the obligations recorded therein; provided that the failure
     of any Lender or the Agent to maintain such accounts or any error therein
     shall not in any manner affect the obligation of the Co-Borrowers to repay
     the Loans in accordance with the terms of this Agreement.

          (f) Any Lender may request that Loans made by it be evidenced by a
     promissory note. In such event, the Co-Borrowers shall prepare, execute and
     deliver to such Lender a promissory note payable to such Lender and its
     registered assigns and in substantially the form of Exhibit F hereto.
     Thereafter, the Loans evidenced by such promissory note and interest
     thereon shall at all times (including after assignment pursuant to Section
     9.04) be represented by one or more promissory notes in such form payable
     to the payee named therein and its registered assigns.

                    SECTION 2.08. Optional Prepayment of Loans. (a) Upon prior
notice in accordance with paragraph (b) of this Section, the Co-Borrowers shall
have the right at any time and from time to time to prepay any Borrowing in
whole or in part without premium or penalty (but subject to Section 2.14).

          (b) Except as provided in Section 2.22 with respect to Swingline
     Loans, the Borrower shall notify the Agent by telephone (confirmed by
     facsimile) of any prepayment hereunder (i) in the case of prepayment of a
     LIBOR Rate Borrowing, not later than 12:00 noon, New York City time, three
     (3) Business Days before the date of prepayment or (ii) in the case of
     prepayment of an ABR Borrowing, not later than 12:00 noon New York City
     time, one (1) Business Day prior to the prepayment. Each such notice shall
     be irrevocable and shall specify the prepayment date and the principal
     amount of each Borrowing or portion thereof to be prepaid. Promptly
     following receipt of any such notice relating to a Borrowing, the Agent
     shall advise the Lenders of the contents thereof. Except as provided in
     Section 2.22 with respect to Swingline Loans, each partial prepayment of
     any Borrowing shall be in an amount that would be permitted in the case of
     a Borrowing of the same Type as provided in Section 2.02. Each prepayment
     of a Borrowing shall be applied ratably to the Loans included in the
     prepaid



                                                                              52


     Borrowing. Prepayments shall be accompanied by accrued interest to the
     extent required by Section 2.11. Notwithstanding anything to the contrary
     contained in this Agreement, the Borrower may rescind any notice of
     prepayment under this Section 2.08 if such prepayment would have resulted
     from a refinancing of all of the Facilities, if such refinancing shall not
     be consummated or otherwise is delayed.

          (c) Optional prepayments of Term Loans shall be applied to the
     Installments as specified by the Borrower in the applicable notice of
     prepayment; provided, that in the event the Borrower fails to specify the
     Loans to which any such prepayment shall be applied, such prepayment shall
     be applied to the scheduled Installments of principal due in respect of the
     Term Loans in accordance with Section 2.07(b) in direct order of maturity
     and first to ABR Loans to the full extent thereof and second to LIBOR Rate
     Loans, in each case in a manner which minimizes the amount of any payments
     required to be made by the Co-Borrowers pursuant to Section 2.14.

                    SECTION 2.09. Mandatory Prepayment of Loans. (a) In the
event of any termination of all the Revolving Credit Commitments, each
Co-Borrower shall, on the date of such termination, repay or prepay all its
outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans
and replace all its outstanding Letters of Credit and/or unless the Issuing Bank
otherwise agrees deposit an amount equal to the undrawn portion of the L/C
Exposure in cash in a cash collateral account established with the Collateral
Agent for the benefit of the Issuing Bank. If as a result of any partial
reduction of the Revolving Credit Commitments the Aggregate Revolving Credit
Exposure would exceed the Total Revolving Credit Commitment after giving effect
thereto, then each Co-Borrower shall, on the date of such reduction, repay or
prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof)
and/or cash collateralize Letters of Credit in a manner reasonably satisfactory
to the Agent and in an amount sufficient to eliminate such excess.

          (b) [Intentionally Omitted]

          (c) In the event that any Loan Party or Restricted Subsidiary shall
     receive Net Proceeds from the issuance or other incurrence after the
     Closing Date of Indebtedness of any Loan Party or any Restricted Subsidiary
     (other than Indebtedness permitted pursuant to Section 6.01), the
     Co-Borrowers shall, substantially simultaneously with (and in any event not
     later than the fifth Business Day next following) the receipt of such Net
     Proceeds by such Loan Party or such Restricted Subsidiary, apply an amount
     equal to 100% of such Net Proceeds to prepay outstanding Term Loans in
     accordance with Sections 2.09(f) and (g).

          (d) On each Excess Cash Flow Prepayment Date, the Co-Borrowers shall
     prepay outstanding Term Loans in accordance with Section 2.09(f) and (g) in
     an aggregate principal amount equal to the excess, if any, of (i) 50% of
     the Excess Cash Flow for the applicable Excess Cash Flow Period over (ii)
     the sum of (A) the aggregate amount of any prepayments of Loans pursuant to
     Section 2.08 made during such applicable Excess Cash Flow Period (other
     than in respect of any revolving credit facility to the extent there is not
     an equivalent permanent reduction in commitments thereunder), except to the
     extent financed with the proceeds of other Indebtedness of the Co-Borrowers
     or its Restricted Subsidiaries and (B) the aggregate amount of any
     prepayments of Loans made previously pursuant to this Section 2.09(d) with
     respect to such Excess Cash Flow Period; provided that (1) the percentage
     set forth in clause (i) above shall be reduced to 25% if the Consolidated
     Leverage Ratio at the end of such period shall be equal to or less than
     4.00 to 1.00, but greater than 3.25 to 1.00, and (2) such prepayment shall
     not be required if the Consolidated Leverage Ratio at the end of such
     period shall be equal to or less than 3.25 to 1.00.



                                                                              53


          (e) The Borrower shall deliver to the Agent, (i) at the time of each
     prepayment required under this Section 2.09, a certificate signed by a
     Financial Officer of the Borrower setting forth in reasonable detail the
     calculation of the amount of such prepayment and (ii) to the extent
     practicable, at least five (5) Business Days prior written notice of the
     date of such prepayment (the "Required Prepayment Date"). Each notice of
     prepayment shall specify the prepayment date, the Type of each Loan being
     prepaid and the principal amount of each Loan (or portion thereof) to be
     prepaid. Prepayments shall be accompanied by accrued interest as required
     by Section 2.11. All prepayments of Borrowings under this Section 2.09
     shall be subject to Section 2.14, but shall otherwise be without premium or
     penalty.

          (f) Mandatory prepayments under paragraphs (c) and (d) of this Section
     (each, a "Waivable Mandatory Prepayment") shall be applied first, to prepay
     outstanding Term Loans (and, in the case of LIBOR Rate Loans, the
     corresponding accrued and unpaid interest on the principal amount of Term
     Loans so prepaid), subject to the provisions in this paragraph below, and
     second, as set forth in the provisions in this paragraph below.
     Notwithstanding anything herein to the contrary, not less than five
     Business Days prior to the Required Prepayment Date, the Borrower shall
     notify the Agent of the amount of such Waivable Mandatory Prepayment, and
     the Agent will promptly thereafter notify each Lender holding an
     outstanding Term Loan of the amount of such Lender's pro rata share of such
     Waivable Mandatory Prepayment and such Lender's option to decline such
     amount. Each such Lender may exercise such option to decline all, but not
     any portion, of any prepayment of its Term Loans by giving written notice
     to the Agent by facsimile of its election to do so prior to 10:00 a.m., New
     York City time, on the applicable Required Prepayment Date (it being
     understood that any Lender that does not notify the Agent of its election
     to exercise such option prior to 10:00 a.m., New York City time, on the
     applicable Required Prepayment Date shall be deemed to have elected, as of
     such date, to decline such prepayment and not to exercise such option to
     accept). The aggregate amount of the Waivable Mandatory Prepayment that
     would have been applied to prepay such Term Loans but was so declined shall
     be retained or used (or, if applicable, distributed pursuant to Section
     6.04(b)(xviii)) by the Borrower at its election.

          (g) Mandatory prepayments of outstanding Term Loans under Section
     2.09, 2.19 or 2.20 shall be applied (i) first, in direct order of maturity
     to the next eight unpaid remaining scheduled Installments due in respect of
     the Term Loans under Section 2.07 following the date of such prepayment,
     and (ii) second, pro rata against the remaining scheduled Installments due
     in respect of the Term Loans under Section 2.07. In addition, such
     mandatory prepayments shall be applied on a pro rata basis to the then
     outstanding Term Loans being prepaid irrespective of whether such
     outstanding Term Loans are ABR Loans or LIBOR Rate Loans; provided that if
     no Lenders exercise the right to decline a given Waivable Mandatory
     Prepayment pursuant to the preceding paragraph, then, with respect to such
     Waivable Mandatory Prepayment, the amount of such mandatory prepayment
     shall be applied first to the Term Loans that are ABR Loans to the full
     extent thereof before application to Term Loans that are LIBOR Rate Loans
     in a manner that minimizes the amount of any payments required to be made
     by the Co-Borrowers pursuant to Section 2.14.

                    SECTION 2.10. Fees. (a) From and after the Closing Date, the
Co-Borrowers, jointly and severally, agree to pay to each Lender, through the
Agent, on the last Business Day of March, June, September and December in each
year and on each date on which any Revolving Credit Commitment of such Lender
shall expire or be terminated as provided herein, a commitment fee (a
"Commitment Fee") equal to the Commitment Fee Rate on the average daily unused
amount of the Revolving Credit Commitments of such Lender (other than the
Swingline Commitment) during the preceding quarter (or other period commencing
with the Closing Date or ending with the Revolving



                                                                              54


Credit Maturity Date or the date on which the Commitments of such Lender shall
expire or be terminated). All Commitment Fees under this Section 2.10(a) shall
be computed on the basis of the actual number of days elapsed in a year of 360
days on the Closing Date. The Commitment Fee due to each Lender shall begin to
accrue on the Closing Date and shall cease to accrue on the date on which the
Commitment of such Lender shall expire or be terminated as provided herein. For
purposes of calculating Commitment Fees with respect to Revolving Credit
Commitments only, no portion of the Revolving Credit Commitments shall be deemed
utilized under Section 2.22 as a result of outstanding Swingline Loans.

          (b) From and after the Closing Date, the Co-Borrowers, jointly and
     severally, agree to pay to the Agent, for its own account, the Agency fees
     set forth in the Fee Letter, as amended, restated, supplemented or
     otherwise modified from time to time, or such agency fees as may otherwise
     be separately agreed upon by the Co-Borrowers and the Agent payable in the
     amounts and at the times specified therein or as so otherwise agreed upon.

          (c) From and after the Closing Date, the Co-Borrowers, jointly and
     severally, agree to pay (i) to each Revolving Credit Lender, through the
     Agent, on the last Business Day of March, June, September and December of
     each year and on the date on which the Revolving Credit Commitment of such
     Lender shall be terminated as provided herein (each, an "L/C Fee Payment
     Date") a fee (an "L/C Participation Fee") calculated on such Lender's Pro
     Rata Percentage of the daily aggregate L/C Exposure (excluding the portion
     thereof attributable to unreimbursed L/C Disbursements which are earning
     interim interest pursuant to Section 2.23(h)) during the preceding quarter
     (or shorter period commencing with the Closing Date or ending with the
     Revolving Credit Maturity Date or the date on which all Letters of Credit
     have been canceled or have expired and the Revolving Credit Commitments of
     all Lenders shall have been terminated) at a rate per annum equal to the
     Applicable Rate used to determine the interest rate on Revolving Credit
     Borrowings comprised of LIBOR Rate Loans pursuant to Section 2.11, and (ii)
     to the Issuing Bank with respect to each outstanding Letter of Credit
     issued for the account of (or at the request of) the Co-Borrowers a
     fronting fee, which shall accrue at the rate of 1/8 of 1% per annum or such
     other rate as shall be separately agreed upon between the Co-Borrowers and
     the Issuing Bank, on the drawable amount of such Letter of Credit, payable
     quarterly in arrears on each L/C Fee Payment Date after the issuance date
     of such Letter of Credit, as well as the Issuing Bank's standard fees with
     respect to the issuance, amendment, renewal or extension of any Letter of
     Credit issued for the account of (or at the request of) the Borrower or
     processing of drawings thereunder (the fees in this clause (ii),
     collectively, the "Issuing Bank Fees"). All L/C Participation Fees and
     Issuing Bank Fees shall be computed on the basis of the actual number of
     days elapsed in a year of 360 days.

          (d) If the Closing Date has not occurred and the Tranche B Term Loan
     Commitments have not been terminated in full on or before the 60th calendar
     day after the Signing Date, the Co-Borrowers, jointly and severally, agree
     to pay to the Agent, for pro rata distribution to the Tranche B Term
     Lenders, on the Ticking Fee Payment Date an aggregate commitment fee (the
     "Term Loan Commitment Fee") at a rate per annum equal to: (i) 0.50% on the
     daily average amount of all Tranche B Term Loan Commitments during the
     period from and including the 61st calendar day after the Signing Date to
     and excluding the earlier of (x) the Ticking Fee Payment Date and (y) the
     151st calendar day after the Signing Date, and (ii) if the Ticking Fee
     Payment Date does not occur before the 151st day after the Signing Date,
     1.25% on the daily average amount of all Tranche B Term Loan Commitments
     during the period from and including the 151st calendar after the Signing
     Date to and excluding the Ticking Fee Payment Date.



                                                                              55


          (e) All such fees shall be paid on the dates due, in immediately
     available funds, to the Agent for distribution, if and as appropriate,
     among the Lenders, except that the Issuing Bank Fees shall be paid directly
     to the Issuing Bank. Once paid, none of such fees shall be refundable under
     any circumstances.

                    SECTION 2.11. Interest. (a) Subject to clause (c) below and
to Section 2.24(e) if and to the extent applicable, the Loans comprising each
ABR Borrowing, including each Swingline Loan, shall bear interest at the
Alternate Base Rate plus the Applicable Rate.

          (b) Subject to clause (c) below and to Section 2.24(e) if and to the
     extent applicable, the Loans comprising each LIBOR Rate Borrowing shall
     bear interest at the Adjusted LIBOR Rate for the Interest Period in effect
     for such Borrowing plus the Applicable Rate.

          (c) Notwithstanding the foregoing, if any principal of or interest on
     any Loan or any fee or other amount payable by the Co-Borrowers hereunder
     is not paid when due, whether at stated maturity, upon acceleration or
     otherwise, such overdue amount shall bear interest, after as well as before
     judgment, at a rate per annum equal to (i) in the case of overdue principal
     of any Loan, 2% plus the rate otherwise applicable to such Loan as provided
     in the preceding paragraphs of this Section or (ii) in the case of any
     other amount, 2% plus the rate applicable to ABR Loans as provided in
     paragraph (a) of this Section.

          (d) 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 paragraph (c) of this Section shall be payable on demand, (ii)
     in the event of any repayment or prepayment of any Loan (other than any
     prepayment of any ABR Loan or Swingline Loan), 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
     LIBOR Rate 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.

          (e) 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 at times when the Alternate Base Rate is based on the Prime Rate 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, Adjusted LIBOR Rate or LIBOR Rate shall be
     determined by the Agent, and such determination shall be conclusive absent
     manifest error.

                    SECTION 2.12. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a LIBOR Rate Borrowing:

          (a) the Agent determines (which determination shall be conclusive
     absent manifest error) that adequate and reasonable means do not exist for
     ascertaining the Adjusted LIBOR Rate or the LIBOR Rate, as applicable, for
     such Interest Period; or

          (b) the Agent is advised by the Majority Facility Lenders in respect
     of the relevant Facility that the Adjusted LIBOR Rate or the LIBOR Rate, as
     applicable, 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;



                                                                              56


then the Agent shall promptly give notice thereof to the Borrower and the
Lenders by telephone or facsimile as promptly as practicable thereafter and,
until the Agent notifies the Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any request by the Borrower for
a LIBOR Rate Borrowing pursuant to Section 2.03 or 2.05 shall be deemed to be a
request of an ABR Borrowing and (ii) any Interest Election Request that requests
the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR
Rate Borrowing shall be ineffective and such Borrowing shall be converted to an
ABR Borrowing on the last day of the Interest Period applicable thereof. Each
determination by the Agent under this Section 2.12 shall be conclusive absent
manifest error.

                    SECTION 2.13. Increased Costs. (a) If any Change in Law
shall:

               (i) impose, modify or deem applicable any reserve, special
          deposit or similar requirement against assets of, deposits with or for
          the account of, or credit extended by, any Lender or the Issuing Bank
          (except any such reserve requirement reflected in the Adjusted LIBOR
          Rate); or

               (ii) impose on any Lender or the Issuing Bank or the London
          interbank market any other condition affecting this Agreement or LIBOR
          Rate Loans made 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 or Issuing Bank of making or maintaining any LIBOR Rate Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to any
Lender or the Issuing Bank of issuing or maintaining any Letter of Credit or
purchasing or maintaining a participation therein or to reduce the amount of any
sum received or receivable by such Lender or Issuing Bank hereunder in respect
thereof (whether of principal, interest or otherwise), then, following delivery
of the certificate contemplated by paragraph (c) of this Section, the
Co-Borrowers will pay to such Lender or the Issuing Bank, as the case may be,
promptly upon demand such additional amount or amounts as will compensate such
Lender for such additional costs incurred or reduction suffered (except for any
Taxes, which shall be dealt with exclusively pursuant to Section 2.15).

          (b) If any Lender or the Issuing Bank determines that any Change in
     Law regarding capital requirements has or would have the effect of reducing
     the rate of return on such Lender'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 or the Loans made by, or participations in Letters of Credit
     purchased 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 other than due to Taxes, which shall be dealt with
     exclusively pursuant to Section 2.15 (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 from time to time following delivery of the certificate contemplated
     by paragraph (c) of this Section the Co-Borrowers will pay to such Lender
     or the Issuing Bank such additional amount or 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) 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 specified in paragraph (a) or (b) of this Section
     and setting forth in reasonable detail the manner in which such amount or
     amounts was determined shall be delivered to the Borrower and shall be
     conclusive absent manifest error. The Co-Borrowers shall pay such Lender or
     the Issuing Bank the amount shown as due on any such certificate within ten
     (10) days after receipt thereof.



                                                                              57


          (d) Failure or delay on the part of any Lender or the Issuing Bank to
     demand compensation pursuant to this Section shall not constitute a waiver
     of such Lender's or the Issuing Bank's right to demand such compensation;
     provided that the Borrower shall not be required to compensate a Lender or
     the Issuing Bank pursuant to this Section for any increased costs or
     reductions incurred more than 180 days prior to the date that such Lender
     or the Issuing Bank notifies the Borrower of the Change in Law giving rise
     to such increased costs or reductions and of such Lender's intention to
     claim compensation therefor; provided further 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 2.14. Break Funding Payments. In the event of (a)
the payment of any principal of any LIBOR Rate Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any LIBOR Rate Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any LIBOR Rate Loan on the date specified in any notice
delivered pursuant hereto (other than by reason of a Lender being a Non-Funding
Lender), or (d) the assignment of any LIBOR Rate Loan other than on the last day
of the Interest Period applicable thereto as a result of a request by the
Borrower pursuant to Section 2.17, then, in any such event, the Co-Borrowers
shall compensate each Lender for the loss, cost and expense attributable to such
event (excluding any loss of the Applicable Rate on any Loan). In the case of a
LIBOR Rate Loan, such loss, cost or expense to any Lender shall be deemed to be
the amount determined by such Lender in a commercially reasonable manner 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, the Agent or the
Issuing Bank setting forth any amount or amounts that such Lender, the Agent or
the Issuing Bank is entitled to receive pursuant to this Section and the basis
therefor and setting forth in reasonable detail the manner in which such amount
or amounts was determined shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Co-Borrowers shall pay such Lender, the
Agent or the Issuing Bank, as the case may be, the amount shown as due on any
such certificate within ten (10) days after receipt thereof.

                    SECTION 2.15. Taxes. (a) Any and all payments by or on
account of any obligation of any Loan Party hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if applicable law requires the
deduction or withholding of any Indemnified Taxes or 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 Agent or Lender (as applicable) receives an
amount equal to the sum it would have received had no such deductions or
withholdings been made, (ii) the applicable Loan Party shall make or cause to be
made such deductions or withholdings and (iii) the applicable Loan Party shall
timely pay or cause to be paid the full amount deducted or withheld to the
relevant Governmental Authority in accordance with applicable law. If at any
time applicable law requires any deduction or withholding from any sum payable
hereunder or under any other Loan Document, the applicable Loan Party shall
promptly notify or cause to be notified the relevant Lender or Agent upon
becoming aware of the same. In addition, each Lender or Agent shall promptly
notify a Loan Party upon becoming aware of any circumstances as a result of
which a Loan Party is or would be required to make any deduction or withholding
from any sum payable hereunder.



                                                                              58


          (b) In addition, the Loan Parties shall pay any Other Taxes to the
     relevant Governmental Authority in accordance with applicable law.

          (c) Each Loan Party shall indemnify the Agent and each Lender, within
     ten (10) days after written demand therefor, for the full amount of any
     Indemnified Taxes or Other Taxes paid by the Agent or such Lender, as
     applicable, on or with respect to any payment by or on account of any
     obligation of such Loan Party hereunder or under any other Loan Document
     (including Indemnified Taxes or Other Taxes imposed or asserted on or
     attributable to amounts payable under this Section) 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 delivered to the
     Borrower by a Lender, or by the Agent on its own behalf or on behalf of a
     Lender, shall be conclusive absent manifest error.

          (d) As soon as practicable after any payment of Indemnified Taxes or
     Other Taxes by a Loan Party to a Governmental Authority, such Loan Party
     shall deliver to the Agent 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 Agent.

          (e) Any Foreign Lender that is entitled to an exemption from or
     reduction of withholding tax under the law of the jurisdiction in which any
     Co-Borrower is located, or any treaty to which such jurisdiction is a
     party, with respect to payments hereunder or under any other Loan Document
     shall deliver to the Borrower (with a copy to the Agent), at the time or
     times prescribed by applicable law, or reasonably requested by the Borrower
     or the Agent, such properly completed and executed documentation prescribed
     by applicable law or reasonably requested by the Borrower as will permit
     such payments to be made without withholding or at a reduced rate of
     withholding. In particular, on or prior to the date which is ten (10)
     Business Days after the date hereof, each Foreign Lender shall deliver to
     the Borrower (with a copy to the Agent) two duly signed, properly completed
     copies of either IRS Form W-8BEN or any successor thereto (relating to such
     Foreign Lender and entitling it to an exemption from, or reduction of,
     United States withholding tax on all payments to be made to such Foreign
     Lender by the Co-Borrowers or any other Loan Party pursuant to this
     Agreement or any other Loan Document) or IRS Form W-8ECI or any successor
     thereto (relating to all payments to be made to such Foreign Lender by the
     Co-Borrowers or any other Loan Party pursuant to this Agreement or any
     other Loan Document) or IRS Form W-8IMY (together with any necessary
     attachments) or any successor thereto or such other evidence reasonably
     satisfactory to the Borrower and the Agent that such Foreign Lender is
     entitled to an exemption from, or reduction of, United States withholding
     tax, including any exemption pursuant to Section 871(h) or 881(c) of the
     Code, and in the case of a Foreign Lender claiming such an exemption under
     Section 881(c) of the Code, a certificate that establishes in writing to
     the Borrower and the Agent that such Foreign Lender is not (i) a "bank" as
     defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder
     of any Co-Borrower within the meaning of Section 871(h)(3)(B) of the Code,
     or (iii) a controlled foreign corporation related to the Co-Borrowers
     within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from
     time to time, each such Foreign Lender shall (A) promptly submit to the
     Borrower (with a copy to the Agent) such additional duly completed and
     signed copies of one or more of such forms or certificates (or such
     successor forms or certificates as shall be adopted from time to time by
     the relevant United States taxing authorities) as may then be available
     under then current United States laws and regulations to avoid, or such
     evidence as is reasonably satisfactory to the Borrower and the Agent of any
     available exemption from, or reduction of,



                                                                              59


     United States withholding taxes in respect of all payments to be made to
     such Foreign Lender by the Co-Borrowers or other Loan Party pursuant to
     this Agreement, or any other Loan Document, in each case, (1) on or before
     the date that any such form, certificate or other evidence expires or
     becomes obsolete, (2) after the occurrence of any event requiring a change
     in the most recent form, certificate or evidence previously delivered by it
     to the Borrower and (3) from time to time thereafter if reasonably
     requested by the Borrower or the Agent, and (B) promptly notify the
     Borrower and the Agent of any change in circumstances which would modify or
     render invalid any claimed exemption or reduction.

          (f) Each Lender or Agent that is a United States person, agrees to
     complete and deliver to the Borrower and the Agent a duly completed and
     executed copy of Internal Revenue Service Form W-9 or successor form.

          (g) If the Agent or a Lender determines, in good faith 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 a Loan Party or with respect
     to which such Loan Party has paid additional amounts pursuant to this
     Section 2.15, it shall pay over such refund to such Loan Party (but only to
     the extent of indemnity payments made, or additional amounts paid, by such
     Loan Party under this Section 2.15 with respect to the Taxes or Other Taxes
     giving rise to such refund), net of all out-of-pocket expenses of the Agent
     or such Lender (including any Taxes imposed with respect to such refund) as
     is determined by the Agent or such Lender in good faith in its sole
     discretion, and without interest (other than any interest paid by the
     relevant Governmental Authority with respect to such refund); provided,
     that such Loan Party, upon the request of the Agent or such Lender, agrees
     to repay as soon as reasonably practicable the amount paid over to such
     Loan Party (plus any penalties, interest or other charges imposed by the
     relevant Governmental Authority) to the Agent or such Lender in the event
     the Agent or such Lender is required to repay such refund to such
     Governmental Authority. This Section 2.15(g) shall not be construed to
     require the Agent or any Lender to make available its tax returns (or any
     other information relating to its taxes which it deems confidential) to
     such Loan Party or any other Person.

          (h) If the Borrower determines in good faith that a reasonable basis
     exists for contesting any Indemnified Taxes or Other Taxes for which
     additional amounts have been paid under this Section 2.15, the relevant
     Lender or Agent shall cooperate with the Borrower in challenging such
     Indemnified Taxes or Other Taxes, at the Borrower's expense, if so
     requested by the Borrower in writing.

                    SECTION 2.16. Payments Generally; Allocation of Proceeds;
Sharing of Set-offs. (a) Unless otherwise specified, each Co-Borrower shall make
each payment required to be made by it hereunder (whether of principal, interest
or fees, or of amounts payable under Section 2.13, 2.14 or 2.15, or otherwise)
prior to 12:00 (noon), New York City time, on the date when due, in immediately
available funds, without set-off or counterclaim. Any amounts received after
such time on any date may, in the discretion of the Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Agent to the applicable
account designated to the Borrower by the Agent, except that (i) Issuing Bank
Fees shall be paid directly to the Issuing Bank, (ii) principal of and interest
on Swingline Loans shall be paid directly to the Swingline Lender, except as
otherwise provided in Section 2.22(e) and (iii) payments pursuant to Sections
2.13, 2.14, 2.15 and 9.03 shall be made directly to the Persons entitled
thereto. The Agent shall distribute any such payments received by it, except as
otherwise provided, for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be
due on a day that is not a Business Day, 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



                                                                              60


payable for the period of such extension. All payments hereunder shall be made
in Dollars. Any payment required to be made by the Agent hereunder shall be
deemed to have been made by the time required if the Agent shall, at or before
such time, have taken the necessary steps to make such payment in accordance
with the regulations or operating procedures of the clearing or settlement
system used by the Agent to make such payment.

          (b) All proceeds of Collateral received by the Agent after an Event of
     Default has occurred and is continuing and all or any portion of the Loans
     shall have been accelerated hereunder pursuant to Article VII, shall upon
     election by the Agent or at the direction of the Required Lenders be
     applied, first, to, ratably, pay any fees, indemnities, or expense
     reimbursements then due to the Agent from the Co-Borrowers (other than in
     connection with Hedging Obligations), second, ratably, to pay any fees or
     expense reimbursements then due to the Lenders from the Co-Borrowers (other
     than in connection with Hedging Obligations), third, to pay interest due
     and payable in respect of the Loans, ratably, fourth, to prepay principal
     on the Loans and any amounts owing with respect to Hedging Obligations and
     Cash Management Obligations, ratably, fifth, to the payment of any other
     Secured Obligation due to the Agent or any Lender by the Co-Borrowers and
     sixth, to the Co-Borrowers or as the Borrower shall direct.

          (c) If any Lender shall, by exercising any right of set-off or
     counterclaim or otherwise, obtain payment in respect of any principal of or
     interest on any of its Loans or L/C Disbursement resulting in such Lender
     receiving payment of a greater proportion of the aggregate amount of its
     Loans and participations in L/C Disbursement and accrued interest thereon
     than the proportion received by any other Lender, then the Lender receiving
     such greater proportion shall purchase (for cash at face value)
     participations in the Loans and L/C Exposures of other Lenders at such time
     outstanding to the extent necessary 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 L/C Exposure; 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 (ii) the
     provisions of this paragraph shall not be construed to apply to any payment
     made by any Co-Borrower pursuant to and in accordance with the express
     terms of this Agreement or any payment obtained by a Lender as
     consideration for the assignment of or sale of a participation in any of
     its Loans to any assignee or participant, other than to any Co-Borrower or
     any subsidiary or Affiliate thereof (as to which the provisions of this
     paragraph shall apply). Each Co-Borrower consents to the foregoing and
     agrees, to the extent it may effectively do so under applicable law, that
     any Lender acquiring a participation pursuant to the foregoing arrangements
     may exercise against any Co-Borrower rights of set-off and counterclaim
     with respect to such participation as fully as if such Lender were a direct
     creditor of any Co-Borrower in the amount of such participation.

          (d) Unless the Agent shall have received notice from the Borrower
     prior to the date on which any payment is due to the Agent for the account
     of the Lenders that the Co-Borrowers will not make such payment, the Agent
     may assume that the Co-Borrowers have made such payment on such date in
     accordance herewith and may, in reliance upon such assumption, distribute
     to the Lenders the amount due. In such event, if the Co-Borrowers have not
     in fact made such payment, then each of the Lenders severally agrees to
     repay to the Agent forthwith on demand the amount so distributed to such
     Lender 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




                                                                              61


     the Agent, at the greater of the Federal Funds Effective Rate and a rate
     determined by the Agent in accordance with banking industry rules on
     interbank compensation.

          (e) If any Lender shall fail to make any payment required to be made
     by it pursuant to Sections 2.04(a), 2.16(c) or 9.03(c), then the Agent may,
     in its discretion (notwithstanding any contrary provision hereof), apply
     any amounts thereafter received by the 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 2.17. Mitigation Obligations; Replacement of
Lenders. (a) If any Lender or Issuing Bank requests compensation under Section
2.13, or if the Co-Borrowers are required to pay any additional amount to any
Lender or Issuing Bank or any Governmental Authority for the account of any
Lender pursuant to Section 2.15, then such Lender or the Issuing Bank 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 reasonable judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.13 or 2.15, as applicable, in the future
and (ii) would not subject such Lender or the Issuing Bank to any material
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender in any material respect. The Co-Borrowers hereby agree to pay all
reasonable costs and expenses incurred by any Lender or the Issuing Bank in
connection with any such designation or assignment.

          (b) If any Lender or the Issuing Bank requests compensation under
     Section 2.13, or if the Co-Borrowers are required to pay any additional
     amount to any Lender, the Issuing Bank or any Governmental Authority for
     the account of any Lender or the Issuing Bank pursuant to Section 2.15, or
     if any Lender, other than at the direction or request of any regulatory
     agency or authority, defaults in its obligation to make Loans hereunder (a
     "Non-Funding Lender"), then the Borrower may, at its sole expense and
     effort, upon notice to such Lender or the Issuing Bank and the Agent,
     replace such Lender or the Issuing Bank by requiring such Lender or the
     Issuing Bank to assign and delegate (and such Lender or the Issuing Bank
     shall be obligated to assign and delegate), without recourse (in accordance
     with and subject to the restrictions contained in Section 9.04), all its
     interests, rights and obligations under this Agreement to an assignee that
     shall assume such obligations (which assignee may be another Lender, if a
     Lender accepts such assignment); provided that (i) the Borrower shall have
     received the prior written consent of the Agent (and, if a Revolving Credit
     Commitment is being assigned, of the Issuing Bank and the Swingline
     Lender), which consent shall not unreasonably be withheld, (ii) such Lender
     or the Issuing Bank shall have received payment of an amount equal to the
     outstanding principal of its Loans or L/C Disbursements, respectively,
     accrued interest thereon, accrued fees and all other amounts payable to it
     hereunder, from the assignee (to the extent of such outstanding principal
     and accrued interest and fees) or the Co-Borrowers (in the case of all
     other amounts), (iii) in the case of any such assignment resulting from a
     claim for compensation under Section 2.13 or payments required to be made
     pursuant to Section 2.15, such assignment will result in a reduction in
     such compensation or payments, and (iv) such an assignment by a Non-Funding
     Lender shall be limited to the Class of Loans and Commitments in respect of
     which such Lender defaulted in its obligations. A Lender or the Issuing
     Bank shall not be required to make any such assignment and delegation if,
     prior thereto, as a result of a waiver by such Lender or Issuing Bank or
     otherwise, the circumstances entitling the Co-Borrowers to require such
     assignment and delegation cease to apply. Each Lender agrees that in the
     event it is required to make such an assignment in accordance herewith,
     such Lender shall promptly execute and deliver all agreements and
     documentation necessary to effectuate such assignment as set forth in
     Section 9.04, and in furtherance thereof hereby expressly



                                                                              62


     authorizes the Agent and the Borrower to execute and deliver such agreement
     and documentation on behalf of such Lender and any such agreement and/or
     documentation so executed by the Agent or the Borrower, as the case may be,
     shall be effective for purposes of documenting an assignment pursuant to
     Section 9.04; provided that neither the Agent nor the Borrower shall be
     obligated to so execute and deliver such documentation on behalf of such
     Lender.

                    SECTION 2.18. Illegality. If any Lender reasonably
determines that any Change in Law has made it unlawful, or that any Governmental
Authority has asserted after the Closing Date that it is unlawful, for such
Lender or its applicable lending office to make or maintain any LIBOR Rate
Loans, then, on notice thereof by such Lender to the Co-Borrowers through the
Agent, any obligations of such Lender to make or continue LIBOR Rate Loans or to
convert ABR Borrowings to LIBOR Rate Borrowings shall be suspended until such
Lender notifies the Agent and the Co-Borrowers that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the
Borrower shall upon demand from such Lender (with a copy to the Agent), either
convert all LIBOR Rate Borrowings of such Lender to ABR Borrowings, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such LIBOR Rate Borrowings to such day, or immediately, if
such Lender may not lawfully continue to maintain such Loans. Upon any such
prepayment or conversion, the Co-Borrowers shall also pay accrued interest on
the amount so prepaid or converted. Each Lender agrees to designate a different
lending office if such designation will avoid the need for such notice and will
not, in the determination of such Lender, otherwise be disadvantageous to it.

                    SECTION 2.19. Change of Control. (a) The Borrower shall
(i) within thirty (30) days following the occurrence of a Change of Control that
occurs on or after the Closing Date, make an offer to all Lenders to prepay all
Term Loans pursuant to a Change in Control Offer (as defined in paragraph (b) of
this Section 2.19) at a purchase price in cash equal to 101% of the principal
amount thereof, plus accrued and unpaid interest to the date of prepayment, in
accordance with the terms contemplated in this Section 2.19; and (ii) prepay all
the Term Loans of all Lenders properly accepting such offer of prepayment in
accordance with such Change of Control Offer.

               (b) A "Change of Control Offer" means a notice delivered to the
Agent (which will promptly furnish such notice to the Lenders) stating:

               (i) that a Change of Control has occurred and that such Lender
     has the right to require the Co-Borrowers to prepay all or a portion of
     such Lender's Term Loans at a purchase price in cash equal to 101% of the
     principal amount thereof, plus accrued and unpaid interest to the date of
     prepayment;

               (ii) the Change of Control prepayment date (which shall be no
     earlier than thirty (30) days nor later than sixty (60) days from the date
     such notice is delivered);

               (iii) that any Term Loans as to which such offer is not properly
     accepted will remain outstanding and continue to accrue interest;

               (iv) unless the Co-Borrowers default in the payment of the
     purchase price of any Term Loans as to which the Change of Control Offer
     shall have been accepted, all Term Loans accepted for payment pursuant to
     the Change of Control Offer will cease to accrue interest on the Change of
     Control prepayment date;



                                                                              63


               (v) Lenders electing to have any Term Loans purchased pursuant to
     a Change of Control Offer will be required to notify the Agent prior to the
     close of business on the third Business Day preceding the Change of Control
     prepayment date; and

               (vi) that Lenders will be entitled to withdraw their election to
     require the Co-Borrowers to prepay their Term Loans; provided that the
     Agent receives, not later than the close of business on the last day of the
     offer period, a notice setting forth the name of the Lender, the principal
     amount of Term Loans tendered for prepayment, and a statement that such
     Lender is withdrawing its election to have such Term Loans prepaid.

               (c) On the prepayment date, the Co-Borrowers shall prepay the
Term Loans of all Lenders who accept the Change of Control Offer at a purchase
price in cash equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of prepayment. If at the time of any
prepayment pursuant to this Section 2.19 there shall be outstanding Borrowings
of different Types or LIBOR Rate Borrowings with different Interest Periods, and
if some but not all Lenders shall have accepted such Change of Control Offer,
then the aggregate amount of such prepayment shall be allocated ratably to each
outstanding Borrowing that comprises the Term Loans of the accepting Lenders.
All prepayments of Term Loans under this Section 2.19 shall be subject to
Section 2.14.

               (d) Notwithstanding the foregoing provisions of this Section, the
Borrower shall be deemed to have made a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at or
prior to the times and otherwise in compliance with the requirements set forth
in Section 2.19(b) applicable to a Change of Control Offer made by the Borrower
and prepays all Term Loans as to which offers for prepayment have been validly
accepted and not withdrawn pursuant to the terms of such Change of Control
Offer.

               (e) For the avoidance of doubt, the Co-Borrowers shall be
permitted to voluntarily prepay any outstanding Term Loans in whole or part in
accordance with Section 2.08 at any time, irrespective of whether a Change of
Control has been completed.

                    SECTION 2.20. Asset Sale Offer. (a) Within 450 days
after receipt by a Co-Borrower or Restricted Subsidiary of the Net Proceeds of
any Asset Sale of Collateral that occurs on or after the Closing Date (other
than any Excess Designated Proceeds), the applicable Co-Borrower or Restricted
Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale (i)
(A) to make an offer to the Lenders to prepay Term Loans or (B) to make an offer
to purchase, prepay or permanently reduce other Indebtedness secured by the
Collateral; provided, however, that in connection with any prepayment, repayment
or purchase of Indebtedness pursuant to this clause (i), such Co-Borrower or
Restricted Subsidiary shall permanently retire such Indebtedness and, in the
case of obligations under revolving credit facilities or other similar
Indebtedness, shall correspondingly permanently reduce commitments with respect
thereto (other than obligations owed to a Co-Borrower or a Restricted
Subsidiary); provided, further, however, that if the Co-Borrowers or any
Restricted Subsidiary shall so reduce obligations under any such other
Indebtedness, such Co-Borrower or such Restricted Subsidiary will, equally and
ratably, reduce the amount of Indebtedness outstanding under this Agreement by,
at their option, (I) prepaying Loans in accordance with Section 2.08 or (II)
making an offer (in accordance with the procedures set forth below for an Asset
Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount
thereof, plus the amount of accrued and unpaid interest on the principal amount
of Loans to be prepaid; or (ii) to acquire Additional Assets; provided, however,
that such Additional Assets are added to the Collateral securing the Secured
Obligations in accordance with and to the extent required by the provisions of
Section 5.11 and the Collateral Documents, and provided, further, that to the
extent such Additional Assets constitute the Capital Stock of any Person, the
assets of such Person that may be used or useful in a Similar Business are, in
accordance with and to the extent required by the provisions of



                                                                              64


Section 5.11 and the Collateral Documents, concurrently with the acquisition
added to the Collateral securing the Secured Obligations. Notwithstanding the
foregoing, if during such 450-day period a Co-Borrower or a Restricted
Subsidiary enters into a definitive binding agreement committing it to apply
such Net Proceeds of any Asset Sale of Collateral to acquire Additional Assets
pursuant to clause (ii) of this paragraph (a), such 450-day period will be
extended with respect to the amount of Net Proceeds so committed until such Net
Proceeds are required to be applied in accordance with such agreement (but such
extension will in no event be for a period longer than 180 days) (or, if
earlier, the date of termination of such agreement).

               (b) Within 450 days after receipt of the Net Proceeds of any
Asset Sale that occurs on or after the Closing Date (other than an Asset Sale of
Collateral and other than any Excess Designated Proceeds) by a Co-Borrower or
Restricted Subsidiary, such Co-Borrower or Restricted Subsidiary may, at its
option, apply the Net Proceeds from such Asset Sale (i) to permanently reduce
(A) obligations under any Senior Indebtedness of the Co-Borrowers or any
Subsidiary Guarantor and, in the case of obligations under revolving credit
facilities or other similar Indebtedness, to correspondingly permanently reduce
commitments with respect thereto (other than obligations owed to a Co-Borrower
or a Restricted Subsidiary); provided that if the Co-Borrowers or any Restricted
Subsidiary shall so reduce obligations under any Senior Indebtedness, the
Co-Borrowers or such Subsidiary Guarantor will, equally and ratably, reduce the
amount of Indebtedness outstanding under this Agreement by, at their option, (I)
prepaying Loans in accordance with Section 2.08 or (II) making an offer (in
accordance with the procedures set forth below for an Asset Sale Offer) to all
Lenders to prepay their Loans at 100% of the principal amount thereof, plus the
amount of accrued and unpaid interest on the principal amount of Loans to be
prepaid, or (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary
Guarantor, other than Indebtedness owed to the Co-Borrowers or another
Restricted Subsidiary; or (ii) to an investment in (A) any one or more
businesses; provided that such investment in any business is in the form of the
acquisition of Capital Stock and results in the Co-Borrowers or any Restricted
Subsidiary owning an amount of the Capital Stock of such business such that it
constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or
(D) acquisitions of other assets, that in the case of each of (A), (B), (C) and
(D), are used or useful in a Similar Business or replace the businesses,
properties and assets that are the subject of such Asset Sale. Notwithstanding
the foregoing, if during such 450-day period a Co-Borrower or a Restricted
Subsidiary enters into a definitive binding agreement committing it to apply
such Net Proceeds in accordance with the requirements of clause (ii) of this
paragraph (b), such 450-day period will be extended with respect to the amount
of Net Proceeds so committed until such Net Proceeds are required to be applied
in accordance with such agreement (but such extension will in no event be for a
period longer than 180 days) (or, if earlier, until termination of such
agreement).

               (c) Any Net Proceeds from an Asset Sale that occurs on or after
the Closing Date (other than any Excess Designated Proceeds) that are not
invested or applied in accordance with paragraph (a) or (b) of this Section 2.20
within 450 days (as extended to the extent permitted by such paragraph) from the
date of the receipt of such Net Proceeds will be deemed to constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $45,000,000, the
applicable Co-Borrowers shall (i) make an offer within ten (10) Business Days
after the date that Excess Proceeds exceed $45,000,000 to all Term Lenders and,
if required by the terms of any other Indebtedness permitted to be prepaid under
paragraph (a) or (b) of this Section 2.20, as applicable, to the holders of such
other Indebtedness (other than with respect to Hedging Obligations or Cash
Management Obligations) in accordance with the procedures set forth below for
prepayment or an Asset Sale Offer, to prepay the maximum aggregate principal
amount of Term Loans and prepay or purchase the maximum principal amount of such
other Indebtedness that is an integral multiple of $1,000 that may be purchased
out of the Excess Proceeds at a prepayment or purchase price in cash equal to
100% of the principal amount thereof, plus accrued and unpaid interest to the
date of prepayment or repurchase, in accordance with the terms contemplated in
this Section 2.20; and (ii) prepay the Term Loans of Term Lenders properly
accepting such offer of prepayment in accordance



                                                                              65


with such Asset Sale Offer (subject to the proration provisions set forth in
paragraph (f) of this Section 2.20). The Co-Borrowers may satisfy the foregoing
obligations with respect to any Net Proceeds from an Asset Sale by making an
Asset Sale Offer with respect to such Net Proceeds prior to the expiration of
the relevant period or with respect to Excess Proceeds of $45,000,000 or less.

               (d) An "Asset Sale Offer" means a notice delivered to the Agent
(who shall promptly furnish such notice to the Term Lenders) stating:

               (i) that an Asset Sale Offer is being made pursuant to this
          Section 2.20 and that such Term Lender has the right to require the
          applicable Co-Borrower to prepay all or a portion of such Term
          Lender's Term Loans (subject to the proration provisions set forth in
          paragraph (f) of this Section 2.20) at a purchase price in cash equal
          to 100% of the principal amount thereof, plus accrued and unpaid
          interest to the date of prepayment on the principal amount of the Term
          Loans being prepaid; and

               (ii) the prepayment date (which shall be no earlier than thirty
          (30) days nor later than sixty (60) days from the date such notice is
          mailed).

               (e) On the prepayment date, the applicable Co-Borrower (subject
to the proration provisions set forth in paragraph (f) of this Section 2.20)
shall prepay the Term Loans of all Term Lenders who accept the Asset Sale Offer
at a purchase price in cash equal to 100% of the principal amount thereof, plus
accrued and unpaid interest to the date of prepayment on the principal amount of
the Term Loans being prepaid. If at the time of any prepayment pursuant to this
Section 2.20 there shall be outstanding Borrowings of different Types or LIBOR
Rate Borrowings with different Interest Periods, and if some but not all Term
Lenders shall have accepted such Asset Sale Offer, then the aggregate amount of
such prepayment shall be allocated ratably to each outstanding Borrowing that
comprises the Term Loans of the accepting Term Lenders. All prepayments of Term
Loans under this Section 2.20 shall be subject to Section 2.14.

               (f) To the extent that the aggregate amount of Term Loans and
other Indebtedness tendered pursuant to an Asset Sale Offer is less than the
Excess Proceeds, the Co-Borrowers may use any remaining Excess Proceeds for any
purpose not prohibited by the terms of this Agreement, including to make
Restricted Payments to the extent permitted by Section 6.04. If the aggregate
principal amount of Term Loans and other Indebtedness tendered pursuant to an
Asset Sale Offer exceeds the amount of Excess Proceeds, the Borrower shall
select or cause to be selected the Term Loans and such other Indebtedness to be
prepaid or purchased on a pro rata basis based on the principal amount (or
accreted value) of the Term Loans and other Indebtedness tendered. Upon
completion of any such Asset Sale Offer, the amount of Excess Proceeds related
to such Asset Sale Offer shall be reset at zero.

               (g) Pending the final application of any Net Proceeds pursuant to
this Section 2.20, the applicable Co-Borrower or Restricted Subsidiary may apply
such Net Proceeds temporarily to reduce Indebtedness outstanding under a
revolving credit facility or otherwise invest such Net Proceeds in any manner
not prohibited hereunder.

               (h) For the avoidance of doubt, the Borrower at its election may
retain or use any Excess Designated Proceeds for any purpose (including, if
applicable, for the purpose of making any Restricted Payment permitted pursuant
to Section 6.04(b)(ix)).

                    SECTION 2.21. Pro Rata Treatment. Except as provided below
in this Section 2.21 with respect to Swingline Loans and as required under this
Agreement, each Borrowing, each payment or prepayment of principal of any
Borrowing, each payment of interest on the Loans, each payment of the Commitment
Fees or Term Loan Commitment Fees, each reduction of the Term Loan Commitments
or



                                                                              66


the Revolving Credit Commitments and each conversion of any Borrowing to or
continuation of any Borrowing as a Borrowing of any Type shall be allocated pro
rata among the Lenders in accordance with their respective applicable
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding applicable
Loans). For purposes of determining the available Revolving Credit Commitments
of the Lenders at any time, each outstanding Swingline Loan shall be deemed to
have utilized the Revolving Credit Commitments of the Lenders (including those
Lenders which shall not have made Swingline Loans) pro rata in accordance with
such respective Revolving Credit Commitments. Each Lender agrees that in
computing such Lender's portion of any Borrowing to be made hereunder, the Agent
may, in its discretion, round each Lender's percentage of such Borrowing to the
next higher or lower whole dollar amount.

                    SECTION 2.22. Swingline Loans. (a) Swingline Commitment.
Subject to the terms and conditions hereof and relying upon the representations
and warranties set forth herein, the Swingline Lender agrees to make loans to
one or more Co-Borrowers, at any time and from time to time after the Closing
Date, and until the earlier of the Revolving Credit Maturity Date and the
termination of the Revolving Credit Commitments in accordance with the terms
hereof, in an aggregate principal amount at any time outstanding that will not
result in (i) the aggregate principal amount of all Swingline Loans exceeding
$30,000,000 in the aggregate or (ii) the Aggregate Revolving Credit Exposure,
after giving effect to any Swingline Loan, exceeding the Total Revolving Credit
Commitment. Each Swingline Loan shall be in integral multiples of $100,000 and
not less than $1,000,000. The Swingline Commitment may be terminated or reduced
from time to time as provided herein. Within the foregoing limits, the
Co-Borrowers may borrow, pay or prepay and reborrow Swingline Loans hereunder,
subject to the terms, conditions and limitations set forth herein.

               (b) Swingline Loans. The Borrower (on behalf of the applicable
          Co-Borrower) shall notify the Swingline Lender by fax, or by telephone
          (confirmed by fax), not later than 1:00 p.m., New York City time, on
          the day of a proposed Swingline Loan to be made to such Co-Borrower.
          Such notice shall be delivered on a Business Day, shall be irrevocable
          and shall refer to this Agreement and shall specify the requested date
          (which shall be a Business Day), the Co-Borrower(s) for whose benefit
          the Swingline Loan is to be made and amount of such Swingline Loan.
          The Swingline Lender shall make each Swingline Loan available to the
          applicable Co-Borrower by means of a credit to the account or accounts
          specified in the notice of Borrowing by 3:00 p.m. on the date such
          Swingline Loan is so requested.

               (c) Prepayment. The Co-Borrowers shall have the right at any time
          and from time to time to prepay any Swingline Loan, in whole or in
          part, upon giving written or fax notice (or telephone notice promptly
          confirmed by written or fax notice) to the Swingline Lender before
          12:00 (noon), New York City time, on the date of prepayment at the
          Swingline Lender's address for notices specified in the Administrative
          Questionnaire delivered by the Swingline Lender.

               (d) Interest. Each Swingline Loan shall be an ABR Loan and,
          subject to the provisions of Section 2.11(c), shall bear interest as
          provided in Section 2.11(a). Interest shall be due and payable on the
          applicable dates as specified in the definition of Interest Payment
          Date.

               (e) Participations. The Swingline Lender may by written notice
          given to the Agent not later than 10:00 a.m., New York City time, on
          any Business Day require the Revolving Credit Lenders to acquire
          participations on such Business Day in all or a portion of the
          Swingline Loans outstanding. Such notice shall specify the aggregate
          amount of Swingline Loans in which Revolving Credit Lenders will
          participate. The Agent will, promptly upon receipt of



                                                                              67


          such notice, give notice to each Revolving Credit Lender, specifying
          in such notice such Lender's Pro Rata Percentage of such Swingline
          Loan or Loans. In furtherance of the foregoing, each Revolving Credit
          Lender hereby absolutely and unconditionally agrees, upon receipt of
          notice as provided above, to pay to the Agent, for the account of the
          Swingline Lender, such Revolving Credit Lender's Pro Rata Percentage
          of such Swingline Loan or Loans. Each Revolving Credit 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
          an Event of Default, and that each such payment shall be made without
          any offset, abatement, withholding or reduction whatsoever. Each
          Revolving Credit Lender shall comply with its obligation under this
          paragraph by wire transfer of immediately available funds, in the same
          manner as provided in Section 2.04(a) with respect to Loans made by
          such Lender (and Section 2.04(a) shall apply, mutatis mutandis, to the
          payment obligations of the Lenders under this Section) and the Agent
          shall promptly pay to the Swingline Lender the amounts so received by
          it from the Lenders. The Agent shall notify the Borrower of any
          participations in any Swingline Loan acquired pursuant to this
          paragraph and thereafter payments in respect of such Swingline Loan
          shall be made to the Agent and not to the Swingline Lender. Any
          amounts received by the Swingline Lender from any Co-Borrower (or
          other party on behalf of such Co-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 the Agent; any
          such amounts received by the Agent shall be promptly remitted by the
          Agent to the Lenders that shall have made their payments pursuant to
          this paragraph and to the Swingline Lender, as their interests may
          appear. The purchase of participations in a Swingline Loan pursuant to
          this paragraph shall not relieve the Co-Borrowers (or other party
          liable for obligations of the Co-Borrowers) of any default in the
          payment thereof.

                    SECTION 2.23. Letters of Credit. (a) General. Upon the
request of the Borrower, any letter of credit previously issued for the account
of the Borrower or any other Loan Party by a Lender or an Affiliate of a Lender
that is outstanding on the Closing Date, shall be deemed to be a Letter of
Credit issued hereunder for all purposes of this Agreement and the other Loan
Documents and for purposes hereof will be deemed to have been issued on the
Closing Date. Subject to the terms and conditions hereof, the Borrower may
request the issuance of, and upon such request and satisfaction of such terms
and conditions the Issuing Bank shall issue, a Letter of Credit at any time and
from time to time while the Revolving Credit Commitments remain in effect prior
to a date thirty (30) days prior to the Revolving Credit Maturity Date for the
Borrower's account or for the account of any other Loan Party (in which case the
Borrower and such other Loan Party shall be co-applicants with respect to such
Letter of Credit), in a form reasonably acceptable to the Agent and the Issuing
Bank. This Section shall not be construed to impose an obligation upon the
Issuing Bank to issue any Letter of Credit that is inconsistent with the terms
and conditions of this Agreement.

               (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
          Conditions. In order to request the issuance (other than a deemed
          issuance pursuant to Section 2.23(a)) of a Letter of Credit (or to
          amend, renew or extend an existing Letter of Credit), the Borrower
          shall hand deliver or fax to the Issuing Bank and the Agent (no less
          than three Business Days (or such shorter period of time acceptable to
          the Issuing Bank) in advance of the requested date of issuance,
          amendment, renewal or extension) a notice requesting the issuance of a
          Letter of Credit, or identifying the Letter of Credit to be amended,
          renewed or extended, the date of issuance, amendment, renewal or
          extension, the date on which such Letter of Credit is to expire (which
          shall comply with paragraph (c) below), the amount of such Letter of
          Credit, the name and address of the beneficiary thereof and such other
          information as shall be necessary to prepare such Letter of Credit. A
          Letter of Credit shall be issued, amended, renewed or extended



                                                                              68


          only if, and upon issuance, amendment, renewal or extension of each
          Letter of Credit the Borrower shall be deemed to represent and warrant
          that, after giving effect to such issuance, amendment, renewal or
          extension (i) the L/C Exposure shall not exceed $60,000,000 and (ii)
          the Aggregate Revolving Credit Exposure shall not exceed the Total
          Revolving Credit Commitment.

               (c) Expiration Date. Each Letter of Credit shall expire at the
          close of business on the earlier of (i) the date one year after the
          date of the issuance of such Letter of Credit and (ii) the date that
          is five Business Days prior to the Revolving Credit Maturity Date,
          unless such Letter of Credit expires by its terms on an earlier date;
          provided, however, that a Letter of Credit may, upon the request of
          the Borrower, include a provision whereby such Letter of Credit shall
          be renewed automatically for additional consecutive periods of 12
          months or less (but not beyond the date that is five Business Days
          prior to the Revolving Credit Maturity Date).

               (d) Participations. By the issuance of a Letter of Credit and
          without any further action on the part of the Issuing Bank or the
          Lenders, the Issuing Bank hereby grants to each Revolving Credit
          Lender, and each such 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, effective upon the issuance of such Letter of
          Credit. In consideration and in furtherance of the foregoing, each
          Revolving Credit Lender hereby absolutely and unconditionally agrees
          to pay to the Agent, for the account of the Issuing Bank, such
          Lender's Pro Rata Percentage of each L/C Disbursement made by the
          Issuing Bank and not reimbursed by the Co-Borrowers (or, if
          applicable, another party pursuant to its obligations under any other
          Loan Document) forthwith on the date due as provided in Section
          2.02(d). Each Revolving Credit 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 the
          occurrence and continuance of a Default or an Event of Default, and
          that each such payment shall be made without any offset, abatement,
          withholding or reduction whatsoever.

               (e) Reimbursement. If the Issuing Bank shall make any L/C
          Disbursement in respect of a Letter of Credit, the Co-Borrowers shall
          pay to the Agent an amount equal to such L/C Disbursement not later
          than 2:00 p.m., New York City time, on the Business Day immediately
          following the Business Day on which the Borrower shall have received
          notice from the Issuing Bank that payment of such draft is being made;
          provided that the Borrower may request in accordance with Section 2.03
          or 2.22 that such payment be financed with an ABR Revolving Borrowing
          or Swingline Loan in an equivalent amount, in which case the
          Co-Borrowers' obligation to make such payment shall be discharged and
          replaced by the resulting ABR Revolving Borrowing or Swingline Loan.

               (f) Obligations Absolute. The Co-Borrowers' obligations to
          reimburse L/C Disbursements as provided in paragraph (e) above shall
          be absolute, unconditional and irrevocable, and shall be 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 any Loan Document, or any term or provision therein;

                    (ii) any amendment or waiver of, or any consent to departure
               from, all or any of the provisions of any Letter of Credit or any
               Loan Document;



                                                                              69


                    (iii) the existence of any claim, setoff, defense or other
               right that the Co-Borrowers, any other party guaranteeing, or
               otherwise obligated with, the Co-Borrowers, any subsidiary or
               other Affiliate thereof or any other person may at any time have
               against the beneficiary under any Letter of Credit, the Issuing
               Bank, the Agent or any Lender or any other person, whether in
               connection with this Agreement, any other Loan Document or any
               other related or unrelated agreement or transaction;

                    (iv) any draft or other document presented under a Letter of
               Credit proving to be forged, fraudulent, invalid or insufficient
               in any respect or any statement therein being untrue or
               inaccurate in any respect;

                    (v) payment by the Issuing Bank under a Letter of Credit
               against presentation of a draft or other document that does not
               comply with the terms of such Letter of Credit; and

                    (vi) any other act or omission to act or delay of any kind
               of the Issuing Bank, any Lender, the Agent or any other person or
               any other event or circumstance whatsoever, whether or not
               similar to any of the foregoing, that might, but for the
               provisions of this Section, constitute a legal or equitable
               discharge of the Co-Borrowers' obligations hereunder.

Without limiting the generality of the foregoing, it is expressly understood and
agreed that the absolute and unconditional obligation of the Co-Borrowers
hereunder to reimburse L/C Disbursements will not be excused by the gross
negligence or willful misconduct of the Issuing Bank. However, the foregoing
shall not be construed to excuse the Issuing Bank from liability to the
Co-Borrowers to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by each Co-Borrower to the
extent permitted by applicable law) suffered by any Borrower that are caused by
the Issuing Bank's gross negligence or willful misconduct (as determined by a
court of competent jurisdiction by final and nonappealable judgment) in
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof; it is understood that the Issuing Bank may
accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary and, in making any payment under any Letter of
Credit (i) the Issuing Bank's exclusive reliance on the documents presented to
it under such Letter of Credit as to any and all matters set forth therein,
including reliance on the amount of any draft presented under such Letter of
Credit, whether or not the amount due to the beneficiary thereunder equals the
amount of such draft and whether or not any document presented pursuant to such
Letter of Credit proves to be insufficient in any respect, if such document on
its face appears to be in order, and whether or not any other statement or any
other document presented pursuant to such Letter of Credit proves to be forged
or invalid or any statement therein proves to be inaccurate or untrue in any
respect whatsoever and (ii) any noncompliance in any immaterial respect of the
documents presented under such Letter of Credit with the terms thereof shall, in
each case, be deemed not to constitute willful misconduct or gross negligence of
the Issuing Bank.

               (g) 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 as promptly as possible give telephonic notification,
          confirmed by fax, to the Agent and the Borrower of such demand for
          payment and whether the Issuing Bank has made or will make an L/C
          Disbursement thereunder; provided that any failure to give or delay in
          giving such notice shall not relieve any Borrower of its obligation to
          reimburse the Issuing Bank and the applicable Lenders with respect to
          any such L/C Disbursement. The Agent shall promptly give each
          Revolving Credit Lender notice thereof.



                                                                              70


               (h) Interim Interest. If the Issuing Bank shall make any L/C
          Disbursement in respect of a Letter of Credit, then, unless the
          Co-Borrowers shall reimburse such L/C Disbursement in full on such
          date, the unpaid amount thereof shall bear interest for the account of
          the Issuing Bank, for each day from and including the date of such L/C
          Disbursement to but excluding the earlier of the date of payment by
          the Co-Borrowers or the date on which interest shall commence to
          accrue thereon as provided in Section 2.02(d), at the rate per annum
          that would apply to such amount if such amount were an ABR Revolving
          Loan.

               (i) Resignation or Removal of the Issuing Bank. An Issuing Bank
          may resign at any time by giving 30 days' prior written notice to the
          Agent, the Lenders and the Borrower or may be removed by the Borrower
          at any time by notice to such Issuing Bank, the Agent and the Lenders.
          Subject to the next succeeding paragraph, upon the acceptance of any
          appointment as the Issuing Bank hereunder by a Lender that shall agree
          to serve as successor Issuing Bank, such successor shall succeed to
          and become vested with all the interests, rights and obligations of
          the retiring Issuing Bank and the retiring Issuing Bank shall be
          discharged from its obligations to issue additional Letters of Credit
          hereunder. At the time such removal or resignation shall become
          effective, the Co-Borrowers shall pay all accrued and unpaid fees
          pursuant to Section 2.10(c)(ii). The acceptance of any appointment as
          the Issuing Bank hereunder by a successor Lender shall be evidenced by
          an agreement entered into by such successor, in a form satisfactory to
          the Co-Borrowers and the Agent, and, from and after the effective date
          of such agreement, (i) such successor Lender shall have all the rights
          and obligations of the previous Issuing Bank under this Agreement and
          the other Loan Documents and (ii) references herein and in the other
          Loan Documents to the term "Issuing Bank" shall be deemed to refer to
          such successor or to any previous Issuing Bank, or to such successor
          and all previous Issuing Banks, as the context shall require. After
          the resignation or removal of the Issuing Bank hereunder, the retiring
          Issuing Bank shall remain a party hereto and shall continue to have
          all the rights and obligations of an Issuing Bank under this Agreement
          and the other Loan Documents with respect to Letters of Credit issued
          by it prior to such resignation or removal, but shall not be required
          to issue additional Letters of Credit.

               (j) Cash Collateralization. If any Event of Default shall occur
          and be continuing, the Co-Borrowers shall, on the Business Day the
          Borrower receives notice from the Agent or the Required Lenders (or,
          if the maturity of the Loans has been accelerated, Revolving Credit
          Lenders representing greater than 50% of the total L/C Exposure)
          thereof and of the amount to be deposited, deposit in an account with
          the Collateral Agent, for the ratable benefit of the Revolving Credit
          Lenders, an amount in cash equal to the undrawn L/C Exposure as of
          such date. Such deposit shall be held by the Collateral Agent as
          collateral for the payment and performance of the obligations of the
          Co-Borrowers under this Agreement. The Collateral Agent shall have
          exclusive dominion and control, including the exclusive right of
          withdrawal, over such account. Other than any interest earned on the
          investment of such deposits in Permitted Investments, which
          investments shall be made at the option and sole discretion of the
          Collateral Agent, such deposits shall not bear interest. Interest or
          profits, if any, on such investments shall accumulate in such account.
          Moneys in such account shall (i) automatically be applied by the Agent
          to reimburse the Issuing Bank for L/C Disbursements for which it has
          not been reimbursed, (ii) be held for the satisfaction of the
          reimbursement obligations of the Co-Borrowers for the L/C Exposure at
          such time and (iii) if the maturity of the Loans has been accelerated
          (but subject to the consent of Revolving Credit Lenders representing
          greater than 50% of the total L/C Exposure), be applied to satisfy the
          other Secured Obligations. If the Co-Borrowers are required to provide
          an amount of cash collateral hereunder as a result of the occurrence
          of an Event of Default, such amount (to the extent not applied as
          aforesaid) shall be



                                                                              71


          returned to the Co-Borrowers within three Business Days after all
          Events of Default have been cured or waived.

               (k) Additional Issuing Banks. The Borrower may, at any time and
          from time to time with the consent of the Agent (which consent shall
          not be unreasonably withheld) and such Lender, designate one or more
          additional Lenders to act as an issuing bank under the terms of the
          Agreement, including, without limitation, the issuer of Letters of
          Credit referred to in the first sentence of Section 2.23(a). Any
          Lender designated as an issuing bank pursuant to this paragraph shall
          be deemed to be an "Issuing Bank" (in addition to being a Lender) in
          respect of Letters of Credit issued or to be issued by such Lender,
          and, with respect to such Letters of Credit, such term shall
          thereafter apply to the other Issuing Bank and such Lender.

                    SECTION 2.24. Incremental Facilities. (a) The Borrower may
by written notice to the Agent elect to request (A) prior to the Revolving
Credit Maturity Date, one or more increases to the existing Revolving Credit
Commitments (any such increase, the "New Revolving Credit Commitments") and/or
(B) the establishment of one or more new term loan commitments (the "New Term
Loan Commitments"), in amounts that are (i) not in excess of an aggregate
maximum amount of $250,000,000 for all such New Revolving Loan Commitments and
New Term Loan Commitments and (ii) individually not less than $20,000,000 (or
any lesser amount that is approved by the Agent) and integral multiples of
$5,000,000 in excess of that amount. Each such notice shall specify (A) the date
(each, an "Increased Amount Date") on which the Borrower proposes that the New
Revolving Credit Commitments or the New Term Loan Commitments, as applicable,
shall be effective, which shall be a date not less than five Business Days after
the date on which such notice is delivered to the Agent and (B) the identity of
each Lender or Affiliate or Approved Fund of a Lender or other Person that is
consented to by the Agent (such consent not to be unreasonably withheld or
delayed) (each, a "New Revolving Loan Lender" or "New Term Loan Lender", as
applicable) to whom the Borrower proposes any portion of such New Revolving
Credit Commitments or New Term Loan Commitments, as applicable, be allocated and
the amounts of such allocations; provided that any Lender approached to provide
all or a portion of the New Revolving Credit Commitments or the New Term Loan
Commitments may elect or decline, in its sole discretion, to provide a New
Revolving Credit Commitment or a New Term Loan Commitment. Such New Revolving
Credit Commitments or New Term Loan Commitments shall become effective as of
such Increased Amount Date; provided that (1) no Default or Event of Default
shall exist on such Increased Amount Date before or after giving effect to such
New Revolving Credit Commitments or New Term Loan Commitments; (2) on such
Increased Amount Date, after giving pro forma effect to the funding of all Loans
under such New Revolving Credit Commitments or New Term Loan Commitments, as the
case may be, and the application of the proceeds thereof as if such Loans were
incurred and the proceeds thereof so applied on the first day of the most
recently ended four full fiscal quarter period for which internal financial
statements are available (assuming for this purpose that all loans committed
thereunder had been fully funded on the first day of such period) and giving pro
forma effect to all acquisitions made by the Co-Borrowers and their Subsidiaries
at any time during such four fiscal quarter period or at any time thereafter as
if such acquisitions had been completed on the first day of such period, the
Borrower could incur $1.00 of additional Indebtedness under Section 6.01(a) as
of such Increased Amount Date (and for this purpose the Agent shall be entitled
to rely conclusively upon a certificate as to satisfaction of the condition set
forth in this clause (2) delivered to it by a Financial Officer of the
Borrower); (3) the New Revolving Credit Commitments or New Term Loan
Commitments, as applicable, shall be effected pursuant to one or more
Incremental Facility Joinder Agreements executed and delivered by the Borrower
to Agent and each of which shall be recorded in the Register and shall be
subject to the requirements set forth in Section 2.15(e); (4) the Co-Borrowers
shall make any payments required pursuant to Section 2.14 in connection with the
New Revolving Credit Commitments or New Term Loan Commitments; and (5) the
Borrower shall deliver or cause to be delivered any legal opinions or other
documents reasonably requested by Agent in connection with any such transaction.
Any New Term Loans made pursuant to



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New Term Loan Commitments that become effective on an Increased Amount Date
shall be designated a separate series (a "Series") of New Term Loans for all
purposes of this Agreement. Once any New Revolving Credit Commitments or New
Term Loan Commitments shall become effective as of their respective Increased
Amount Dates in accordance with this Section 2.24(a), extensions of credit may
be made thereunder in accordance with the terms of the applicable Incremental
Facility Joinder Agreement without any additional conditions thereto provided
that, with respect to each such extension of credit, whether under the New
Revolving Credit Commitments or New Term Loan Commitments, each of the
conditions set forth in Sections 4.01(b) and (c) shall be satisfied.

               (b) On any Increased Amount Date on which any New Term Loan
          Commitments of any Series are effective, subject to the satisfaction
          of the foregoing terms and conditions, (i) each New Term Loan Lender
          of any Series shall make a Loan to the Co-Borrowers (a "New Term
          Loan") in an amount equal to its New Term Loan Commitment of such
          Series (provided that such Loan may be made on a later date selected
          by the Borrower if the applicable Incremental Facility Joinder
          Agreement so provides), and (ii) each New Term Loan Lender of any
          Series shall become a Lender hereunder with respect to the New Term
          Loan Commitment of such Series and the New Term Loans of such Series
          made pursuant thereto.

               (c) On any Increased Amount Date on which New Revolving Credit
          Commitments are effected, subject to the satisfaction of the foregoing
          terms and conditions, (i) each of the Revolving Credit Lenders shall
          assign to each of the New Revolving Loan Lenders, and each of the New
          Revolving Loan Lenders shall purchase from each of the Revolving Loan
          Lenders, at the principal amount thereof (together with accrued
          interest), such interests in the Revolving Loans outstanding on such
          Increased Amount Date as shall be necessary in order that, after
          giving effect to all such assignments and purchases, such Revolving
          Loans will be held by existing Revolving Loan Lenders and New
          Revolving Loan Lenders ratably in accordance with their Revolving
          Credit Commitments after giving effect to the addition of such New
          Revolving Credit Commitments to the Revolving Credit Commitments, (ii)
          each New Revolving Credit Commitment shall be deemed for all purposes
          a Revolving Credit Commitment and each Loan made thereunder (a "New
          Revolving Loan") shall be deemed, for all purposes, a Revolving Loan
          and (iii) each New Revolving Loan Lender shall become a Lender with
          respect to the New Revolving Credit Commitment and all matters
          relating thereto.

               (d) The Agent shall notify Lenders promptly upon receipt of the
          Borrower's notice of each Increased Amount Date and in respect thereof
          (y) the New Revolving Credit Commitments and the New Revolving Loan
          Lenders or the Series of New Term Loan Commitments and the New Term
          Loan Lenders of such Series, and (z) in the case of each notice to any
          Revolving Loan Lender, the respective interests in such Revolving Loan
          Lender's Revolving Loans, in each case subject to the assignments
          contemplated by this Section.

               (e) The terms and provisions of the New Term Loans and New Term
          Loan Commitments of any Series shall be identical to the Term Loans
          and the terms and provisions of the New Revolving Loans shall be
          identical to the Revolving Loans, in each case except as otherwise set
          forth herein or in the applicable Incremental Facility Joinder
          Agreement, which agreement shall be reasonably satisfactory to the
          Agent. In any event (i) the weighted average life to maturity of all
          New Term Loans of any Series shall be no shorter than the weighted
          average life to maturity of the Term Loans (and shall be consistent
          with Section 2.07(b)), (ii) the applicable New Term Loan Maturity Date
          of each Series shall be no earlier than the final maturity of the Term
          Loans, and (iii) the rate of interest applicable to the New Term Loans
          of each Series shall be determined by the Borrower and the applicable
          new Lenders and shall be set forth in each applicable Incremental
          Facility Joinder Agreement; provided, however, that if



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          the Initial Yield on such New Term Loans exceeds by more than 50 basis
          points (the amount of such excess above 50 basis points being referred
          to herein as the "Yield Differential") the interest rate margin that
          may, under any circumstances other than in the case of interest
          payable pursuant to Section 2.11(c), be payable with respect to Term
          Loans, then the interest rate margin then in effect for Term Loans
          shall automatically be increased by the Yield Differential, effective
          upon the making of the New Term Loans. For purposes of the foregoing,
          "Initial Yield" means, with respect to any New Term Loans, the initial
          yield thereon as determined by the Agent to be equal to the sum of (x)
          the margin above the LIBOR Rate on such New Term Loans and (y) if such
          New Term Loans are initially made at a discount or the Lenders making
          the same received a fee directly or indirectly from the Co-Borrowers
          or any Affiliate thereof for doing so (the amount of such discount or
          fee, expressed as a percentage of the New Term Loans, being referred
          to as "OID"), the amount of such OID divided by the average life to
          maturity of such New Term Loans.

                    SECTION 2.25. Joint and Several Liability of Co-Borrowers.
Each of (i) the Borrower, by signing this Agreement, and (ii) each Subsidiary
Co-Borrower, from and after the date on which such Subsidiary Co-Borrower
executes and delivers a Joinder Agreement in accordance with Section 2.25(m),
hereby agrees as follows:

               (a) Each Co-Borrower is accepting joint and several liability
          hereunder and under the other Loan Documents in consideration of the
          financial accommodations to be provided by the Secured Parties under
          the Loan Documents, for the mutual benefit, directly and indirectly,
          of each Co-Borrower and in consideration of the undertakings of the
          other Co-Borrowers to accept joint and several liability for the
          Obligations.

               (b) Each Co-Borrower, jointly and severally, hereby irrevocably
          and unconditionally accepts, not merely as a surety but also as a
          co-debtor, joint and several liability with the other Co-Borrowers,
          with respect to the payment and performance of all of the Obligations
          (including, without limitation, any Obligations arising under this
          Section 2.25), it being the intention of the parties hereto that all
          the Obligations shall be the joint and several obligations of each
          Co-Borrower without preferences or distinction among them. For the
          avoidance of doubt and in furtherance of the foregoing, in the event
          that any Co-Borrower is released from its Obligations hereunder for
          any reason (including in connection with a sale of the Capital Stock
          or all or substantially all of the assets of such Co-Borrower
          accompanied by a release of such Person of its obligations as Loan
          Guarantor pursuant to the applicable provisions of the Guarantee and
          Collateral Agreement in circumstances permitted by and in accordance
          with the terms thereof and hereof), each of the other Co-Borrowers
          shall be liable as principal for the full amount of such Obligations.

               (c) If and to the extent that any Co-Borrower shall fail to make
          any payment with respect to any of the Obligations as and when due or
          to perform any of the Obligations in accordance with the terms
          thereof, then in each such event the other Persons composing
          Co-Borrowers will make, without duplication, payment of any unpaid
          amount with respect to, or perform, such Obligation.

               (d) The Obligations of each Co-Borrower under the provisions of
          this Section 2.25 constitute the absolute and unconditional, full
          recourse Obligations of each Co-Borrower enforceable against each such
          Co-Borrower to the full extent of its properties and assets,
          irrespective of the validity, regularity or enforceability of this
          Agreement or any other circumstances whatsoever.



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               (e) Except as otherwise expressly provided in this Agreement or
          the other Loan Documents, each Co-Borrower hereby waives notice of
          acceptance of its joint and several liability, notice of any Loans or
          the Letter of Credit issued under or pursuant to this Agreement,
          notice of the occurrence of any Default, Event of Default, or of any
          demand for any payment under this Agreement, notice of any action at
          any time taken or omitted by any Secured Party under or in respect of
          any of the Obligations, any requirement of diligence or to mitigate
          damages and, generally, to the extent permitted by applicable law, all
          demands, notices and other formalities of every kind in connection
          with this Agreement (except as otherwise provided in this Agreement or
          the other Loan Documents). Each Co-Borrower hereby assents to, and
          waives notice of, any extension or postponement of the time for the
          payment of any of the Obligations, the acceptance of any payment of
          any of the Obligations, the acceptance of any partial payment thereon,
          any waiver, consent or other action or acquiescence by any Secured
          Party at any time or times in respect of any default by any
          Co-Borrower in the performance or satisfaction of any term, covenant,
          condition or provision of this Agreement, any and all other
          indulgences whatsoever by any Secured Party in respect of any of the
          Obligations, and the taking, addition, substitution or release, in
          whole or in part, at any time or times, of any security for any of the
          Obligations of any other Person or the addition, substitution or
          release, in whole or in part, of any Co-Borrower. Without limiting the
          generality of the foregoing, each Co-Borrower assents to any other
          action or delay in acting or failure to act on the part any Secured
          Party with respect to the failure by any Co-Borrower to comply with
          any of its respective Obligations, including, without limitation, any
          failure strictly or diligently to assert any right or to pursue any
          remedy or to comply fully with applicable laws or regulations
          thereunder, which might, but for the provisions of this Section 2.25
          afford grounds for terminating, discharging or relieving any
          Co-Borrower, in whole or in part, from any of its Obligations under
          this Section 2.25, it being the intention of each Co-Borrower that, so
          long as any of the Obligations hereunder remain unsatisfied except as
          otherwise provided hereunder, the Obligations of such Co-Borrower
          under this Section 2.25 shall not be discharged except by performance
          and then only to the extent of such performance. The Obligations of
          each Co-Borrower under this Section 2.25 shall not be diminished or
          rendered unenforceable by any winding up, reorganization, arrangement,
          liquidation, reconstruction or similar proceeding with respect to any
          other Co-Borrower or Secured Party. The joint and several liability of
          the Co-Borrowers hereunder shall continue in full force and effect
          notwithstanding any absorption, merger, amalgamation or any other
          change whatsoever in the name, constitution or place of formation of
          any of the Co-Borrowers or Secured Parties.

               (f) Each Co-Borrower represents and warrants to the Secured
          Parties that such Co-Borrower is currently informed of the financial
          condition of the other Co-Borrowers and of all other circumstances
          that a diligent inquiry would reveal and that bear upon the risk of
          nonpayment of the Obligations. Each Co-Borrower further represents and
          warrants to the Secured Parties that such Co-Borrower has read and
          understands the terms and conditions of the Loan Documents. Each
          Co-Borrower hereby assumes all responsibility for keeping itself
          informed of the other Co-Borrowers' financial condition, the financial
          condition of other guarantors, if any, and of all other circumstances
          which bear upon the risk of nonpayment or nonperformance of the
          Obligations.

               (g) Each Co-Borrower agrees that if any certificate is executed
          and delivered by any one or more of the Co-Borrowers, but not one or
          more of the other Co-Borrowers, such certificate may be relied upon by
          the Secured Parties, and shall bind all of the Co-Borrowers, as if it
          were executed by all of them. Any representation herein made "to
          Co-Borrowers' knowledge" or the like, means to the knowledge of any,
          but not necessarily all, of the Co-Borrowers.



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               (h) The provisions of this Section 2.25 are made for the benefit
          of the Secured Parties and their respective successors and assigns,
          and may be enforced by it or them from time to time against any or all
          of the Co-Borrowers as often as occasion therefor may arise and
          without requirement on the part of any such Secured Party, successor
          or assign first to marshal any of its or their claims or to exercise
          any of its or their rights against any of the other Co-Borrowers or to
          exhaust any remedies available to it or them against any of the other
          Co-Borrowers or to resort to any other source or means of obtaining
          payment of any of the Obligations hereunder or to elect any other
          remedy. The provisions of this Section 2.25 shall remain in effect
          until the Obligations are paid in full. If at any time, any payment,
          or any part thereof, made in respect of any of the Obligations, is
          rescinded or must otherwise be restored or returned by any Secured
          Party upon the insolvency, bankruptcy or reorganization of any of the
          Co-Borrowers, or otherwise, the provisions of this Section 2.25 will
          forthwith be reinstated in effect, as though such payment had not been
          made.

               (i) Each Co-Borrower hereby agrees that it will not enforce any
          of its rights of contribution or subrogation against the other
          Co-Borrowers with respect to any liability incurred by it hereunder or
          under any of the other Loan Documents, any payments made by it to the
          Secured Parties with respect to any of the Obligations or any
          collateral security therefor until the Obligations are paid in full.
          Any claim that any Co-Borrower may have against any other Co-Borrower
          with respect to any payments to any Secured Party under any Loan
          Documents are hereby expressly made subordinate and junior in right of
          payment, without limitation as to any increases in the Obligations
          arising hereunder or thereunder, to the prior payment in full in cash
          of the Obligations and, in the event of any insolvency, bankruptcy,
          receivership, liquidation, reorganization or other similar proceeding
          under the laws of any jurisdiction relating to any Co-Borrower, its
          debts or its assets, whether voluntary or involuntary, this Agreement
          shall have terminated before any payment or distribution of any
          character, whether in cash, securities or other property, shall be
          made to any other Co-Borrower therefor.

               (j) Each Co-Borrower hereby agrees that, after the occurrence and
          during the continuance of any Default or Event of Default, the payment
          of any amounts due with respect to the indebtedness owing by any
          Co-Borrower to any other Co-Borrower is hereby subordinated to the
          prior payment in full in cash of the Obligations. Each Co-Borrower
          hereby agrees that after the occurrence and during the continuance of
          any Default or Event of Default, such Co-Borrower will not demand, sue
          for or otherwise attempt to collect any indebtedness of any other
          Co-Borrower owing to such Co-Borrower until the Obligations shall have
          been paid in full in cash. If, notwithstanding the foregoing sentence,
          such Co-Borrower shall collect, enforce or receive any amounts in
          respect of such indebtedness, such amounts shall be collected,
          enforced and received by such Co-Borrower as trustee for the Secured
          Parties, and such Co-Borrower shall deliver any such amounts to Agent
          for application to the Obligations if such Event of Default is
          continuing.

               (k) Notwithstanding anything to the contrary set forth in this
          Section 2.25, it is the intent of the parties hereto that the
          liability incurred by each Co-Borrower in respect of the Obligations
          of the other Co-Borrowers (and any Lien granted by each Co-Borrower to
          secure such Obligations), not constitute a fraudulent conveyance under
          Section 548 of the United States Bankruptcy Code or a fraudulent
          conveyance or fraudulent transfer under the provisions of any
          applicable law of any state or other governmental unit ("Fraudulent
          Conveyance"). Consequently, each Co-Borrower, Agent and each Lender
          hereby agrees that if a court of competent jurisdiction determines
          that the incurrence of liability by any Co-Borrower in respect of the
          Obligations of any other Co-Borrower (or any Liens granted by such Co-



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          Borrower to secure such Obligations) would, but for the application
          of this sentence, constitute a Fraudulent Conveyance, such liability
          (and such Liens) shall be valid and enforceable only to the maximum
          extent that would not cause the same to constitute a Fraudulent
          Conveyance, and this Agreement and the other Credit Documents shall
          automatically be deemed to have been amended accordingly.

               (l) Each Co-Borrower hereby designates the Borrower as its
          representative and agent on its behalf for the purpose of issuing
          Borrowing Requests and Interest Election Requests, giving instructions
          with respect to the disbursements of the proceeds of the Loans,
          requesting Letters of Credit, giving and receiving all other notices
          and consents hereunder or under any of the other Loan Documents and
          taking all other actions (including in respect of compliance with
          covenants) on behalf of the Borrower or the Co-Borrowers under the
          Loan Documents. Borrower hereby accepts such appointment. The Agent
          and each Lender may regard any notice or other communication pursuant
          to any Loan Document from the Borrower as a notice or communication
          from all of the Co-Borrowers. Each warranty, covenant, agreement and
          undertaking made on a Co-Borrower's behalf by the Borrower shall be
          deemed for all purposes to have been made by such Co-Borrower and
          shall be binding upon and enforceable against such Co-Borrower to the
          same extent as if the same had been made directly by such Co-Borrower.
          The Borrower shall maintain a written record of the allocation of all
          proceeds of Loans between the Co-Borrowers and shall disclose such
          record to the Agent upon its request.

               (m) Additional Co-Borrowers. With respect to any Restricted
          Subsidiary that desires to become a Co-Borrower on or after the
          Signing Date (which may include Subsidiaries created or acquired after
          the Signing Date and existing Subsidiaries that become Subsidiary
          Co-Borrowers on or after the Signing Date), the Borrower shall cause
          the applicable Restricted Subsidiary to (i) become a Subsidiary
          Guarantor and take such other actions as are required pursuant to
          Section 5.11 with respect to such Subsidiary Guarantor to the extent
          not previously taken and (ii) execute and deliver to the Agent a
          Joinder Agreement in substantially the form set forth as Exhibit D
          hereto (the "Joinder Agreement"), pursuant to which such Subsidiary
          Guarantor shall become a Co-Borrower hereunder. Upon execution and
          delivery of such Joinder Agreement, such Subsidiary Guarantor shall
          automatically become a Co-Borrower hereunder and thereupon shall have
          all of the rights, benefits, duties, and obligations in such capacity
          under the Loan Documents.

                                  ARTICLE III

                         Representations and Warranties

               On the Closing Date (except with respect to the sections referred
to in the parenthetical in Section 4.02(e)) and on the date of each other Credit
Event, each Loan Party represents and warrants to the Lenders that the following
representations and warranties shall be true and correct in all material
respects on and as of such date with the same effect as though made on and as of
such date (except (x) to the extent such representations and warranties
expressly relate to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects on and as of such
earlier date and (y) to the extent any such representation and warranty is
qualified as to "materiality" or "Material Adverse Effect", in which case such
representations and warranties shall be true and correct in all respects):

                    SECTION 3.01. Organization; Powers. Each of the Loan Parties
and each of its Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to own its property and assets and to



                                                                              77


carry on its business as now conducted and is qualified to do business in, and
is in good standing in, every jurisdiction where such qualification is required,
except, in each case, where the failure to do so, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse
Effect.

                    SECTION 3.02. Authorization; Enforceability. The
Transactions are within each applicable Loan Party's corporate powers and have
been duly authorized by all necessary corporate and, if required, stockholder
action of such Loan Party. Each Loan Document to which each Loan Party is a
party has been duly executed and delivered by such Loan Party and is a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency or similar laws
affecting creditors' rights generally and to general principles of equity.

                    SECTION 3.03. Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made on or before the Closing Date and are in full force
and effect, except for filings necessary to perfect Liens created pursuant to
the Loan Documents and except for filings in connection with consummating the
Merger and filings as may be required under the Exchange Act and applicable
stock exchange rules in connection therewith, (b) do not violate any Requirement
of Law applicable to any Loan Party or any of its Restricted Subsidiaries, (c)
do not violate or result in a default under any indenture, agreement or other
instrument binding upon any Loan Party or any of its Restricted Subsidiaries or
its assets, or (except for the Transactions) give rise to a right thereunder to
require any payment to be made by any Loan Party or any of its Subsidiaries, and
(d) do not result in the creation or imposition of any Lien on any asset of any
Loan Party or any of its Restricted Subsidiaries, except Liens created pursuant
to the Loan Documents or Permitted Liens; except, in the case of clauses (a)
through (d) other than with respect to the creation of Liens, to the extent that
any such violation, default or right, or any failure to obtain such consent or
approval or to take any such action, would not reasonably be expected to result
in a Material Adverse Effect.

                    SECTION 3.04. Financial Condition; No Material Adverse
Change. (a) The Borrower has furnished to the Agent the consolidated balance
sheet and statements of earnings, shareholders' equity and cash flows of each of
the Borrower and its subsidiaries and the Company and its subsidiaries (i) as of
and for the fiscal years ended December 31, 2006, December 31, 2005 and December
31, 2004, each reported on by Ernst & Young LLP or PriceWaterhouseCoopers, with
respect to the Borrower, and Deloitte & Touche LLP, with respect to the Company,
independent public accountants, and (ii) to the extent possible in the exercise
of the Borrower's commercially reasonable efforts, as of and for each subsequent
fiscal month and fiscal quarter, as the case may be, ended at least thirty (30)
days or forty-five (45) days, respectively, before the Closing Date, certified
by a Financial Officer. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Borrower and the Company and their respective consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to the absence of footnotes and normal year-end adjustments in the case
of the statements referred to in clause (ii) above.

               (b) The Borrower has delivered to the Agent its unaudited pro
          forma consolidated balance sheet and related pro forma statements of
          earnings, prepared giving effect to the Transactions as if they had
          occurred, with respect to such balance sheet, on such date and, with
          respect to such other financial statements, on the first day of the
          12-month period ending on such date. Such pro forma financial
          statements have been prepared in good faith by the Borrower, based on
          the assumptions used to prepare the pro forma financial information
          contained in the Information Memorandum (which assumptions are
          believed by the Borrower on the Closing Date to be reasonable), and,
          based on such assumptions, reflect all material adjustments required
          to be made to give effect to the Transactions in order to present
          fairly on a



                                                                              78


          pro forma basis the estimated consolidated financial position of the
          Borrower and its consolidated Subsidiaries as of such date and for
          such period, assuming that the Transactions had actually occurred at
          such date or at the beginning of such period, as the case may be, as
          determined by the Borrower in good faith.

               (c) Since the Closing Date, no event or change with respect to
          the Borrower or the Restricted Subsidiaries has occurred that has had,
          or would reasonably be expected to have, a Material Adverse Effect.

                    SECTION 3.05. Properties. (a) As of the Closing Date, (i)
Section IIE of each of the Perfection Certificates sets forth the address of
each parcel of real property (or each set of parcels that collectively comprise
one operating property) that is owned or leased by each Loan Party, together
with a list of the lessees with respect to all such leased property; (ii)
Section I.B. of each of the Perfection Certificates identifies the chief
executive office of each Loan Party; (iii) the material books and records of
each Loan Party, and all of their respective material chattel paper and records
of accounts, are maintained exclusively at such locations; and (iv) there is no
location at which any Loan Party has any material amount of Collateral (except
for vehicles and inventory in transit in the ordinary course of business) other
than those locations identified on Sections I.B., II.C, II.D and II.E of each of
the Perfection Certificates.

               (b) Each of Holdings, the Borrower and each of the Restricted
          Subsidiaries has good and insurable fee simple title to, or valid
          leasehold interests in, or easements or other limited property
          interests in, all its real properties (including all Mortgaged
          Properties) and has good title to its personal property and assets, in
          each case, except for Permitted Liens and defects in title that do not
          materially interfere with its ability to conduct its business as
          currently conducted or to utilize such properties and assets for their
          intended purposes and except in each case where the failure to have
          such title would not reasonably be expected to have, individually or
          in the aggregate, a Material Adverse Effect. All such properties and
          assets are free and clear of Liens, except for defects in title
          permitted pursuant to the preceding sentence and other than Liens (i)
          permitted by Section 6.02 or (ii) arising by operation of law (which
          Liens, in the case of this clause (ii) do not materially interfere
          with the ability of Holdings, the Borrower or the relevant Subsidiary
          to carry on its business as now conducted or to utilize the affected
          properties or assets for their intended purposes).

               (c) Each of Holdings, the Borrower and each of the Restricted
          Subsidiaries has complied with all obligations under all leases to
          which it is a party, except where the failure to comply would not
          reasonably be expected to have, individually or in the aggregate, a
          Material Adverse Effect, and all such leases are in full force and
          effect, except leases in respect of which the failure to be in full
          force and effect would not reasonably be expected to have,
          individually or in the aggregate, a Material Adverse Effect. Each of
          Holdings, the Borrower and each of the Restricted Subsidiaries enjoys
          peaceful and undisturbed possession under all such leases under which
          it is the tenant, other than leases in respect of which the failure to
          enjoy peaceful and undisturbed possession would not reasonably be
          expected to have, individually or in the aggregate, a Material Adverse
          Effect.

               (d) As of the Closing Date, none of Holdings, the Borrower or any
          Restricted Subsidiary has received any notice of, nor has any
          knowledge of, any pending or contemplated condemnation proceeding
          affecting any material portion of any of the Mortgaged Properties or
          any sale or disposition thereof in lieu of any such condemnation.



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               (e) To the Borrower's knowledge, as of the Closing Date, none of
          Holdings, the Borrower or any Restricted Subsidiary is obligated under
          any right of first refusal, option or other contractual right to sell,
          assign or otherwise dispose of any Mortgaged Property or any interest
          therein.

               (f) Each of Holdings, the Borrower and the Restricted
          Subsidiaries owns or is validly licensed to use, all Intellectual
          Property necessary for the present conduct of its business, except
          where such failure to own or hold pursuant to a valid license would
          not reasonably be expected to have, individually or in the aggregate,
          a Material Adverse Effect (the "Material Intellectual Property"). To
          the Borrower's knowledge, the use of any Intellectual Property in the
          conduct of their respective businesses does not infringe,
          misappropriate, dilute or otherwise violate any rights of any third
          party in any material respect. No claim is pending or has been
          threatened in writing that the use of the Material Intellectual
          Property by any of the Borrower or its Restricted Subsidiaries
          infringes, misappropriates, dilutes or otherwise violates the rights
          of any third party.

                    SECTION 3.06. Litigation and Environmental Matters. (a)
Other than the Disclosed Matters, there are no actions, suits or proceedings by
or before any arbitrator or Governmental Authority pending against or, to the
knowledge of any Loan Party, threatened against or affecting the Loan Parties or
any of their Subsidiaries (i) 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 or (ii) that involve any Loan Documents or the Transactions.

               (b) Except for the Disclosed Matters or any other matters that,
          individually or in the aggregate, would not reasonably be expected to
          result in a Material Adverse Effect (i) no Loan Party nor any of its
          Subsidiaries has received notice of any claim with respect to any
          Environmental Liability or knows of any basis for any Environmental
          Liability and (ii) no Loan Party nor any of its Subsidiaries (1) has
          failed to comply with any Environmental Law or to obtain, maintain or
          comply with any permit, license or other approval required under any
          Environmental Law or (2) has become subject to any Environmental
          Liability.

               (c) Since the Closing Date, there has been no change in the
          status of the Disclosed Matters that, individually or in the
          aggregate, has resulted in, or materially increased the likelihood of,
          a Material Adverse Effect.

                    SECTION 3.07. Compliance with Laws and Agreements; Licenses
and Permits. (a) Each Loan Party is in compliance with all Requirements of Law
applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except in each case where the
failure to do so, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect.

               (b) Each Loan Party and its Restricted Subsidiaries has obtained
          and holds in full force and effect, all franchises, licenses, leases,
          permits, certificates, authorizations, qualifications, easements,
          rights of way and other rights and approvals which are necessary for
          the operation of its businesses as presently conducted and as proposed
          to be conducted, except where the failure to have so obtained or hold
          or to be in force, individually or in the aggregate, would not
          reasonably be expected to result in a Material Adverse Effect. No Loan
          Party or any of its Restricted Subsidiaries is in violation of the
          terms of any such franchise, license, lease, permit, certificate,
          authorization, qualification, easement, right of way, right or
          approval, except where



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          any such violation, individually or in the aggregate, would not
          reasonably be expected to result in a Material Adverse Effect.

                    SECTION 3.08. Investment Company Status. No Loan Party is an
"investment company" as defined in, and that is required to be registered under,
the Investment Company Act of 1940.

                    SECTION 3.09. Taxes. Each Loan Party and its Subsidiaries
has timely filed or caused to be filed all federal and state Tax returns and all
other material Tax returns and reports required to have been filed and has paid
or caused to be paid all Taxes that are due and payable and required to have
been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which such Loan Party or such Subsidiary, as
applicable, has set aside on its books adequate reserves in accordance with GAAP
or (b) to the extent that the failure to do so, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse
Effect.

                    SECTION 3.10. ERISA. No ERISA Event has occurred in the five
year period prior to the date on which this representation is made or deemed
made and is continuing or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, would reasonably be expected to result in a Material Adverse
Effect. Except as would not reasonably be expected to have a Material Adverse
Effect, the present value of all accumulated benefit obligations under all 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 the fair market value of the assets
of such Plans, in the aggregate.

                    SECTION 3.11. Disclosure. (a) All written information (other
than the Projections, the pro forma financial statements and estimates and
information of a general economic nature) concerning Holdings, the Borrower, the
Subsidiaries, the Transactions and any other transactions contemplated hereby
included in the Information Memorandum or otherwise prepared by or on behalf of
the foregoing or their representatives and made available to any Lenders or the
Agent in connection with the Transactions on or before the date hereof (the
"Information"), when taken as a whole, as of the date such Information was
furnished to the Lenders and as of the Closing Date, did not contain any untrue
statement of a material fact as of any such date or omit to state a material
fact necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statements were made,
provided that, to the extent any such Information relates to the Company and its
subsidiaries, the representations and warranties made in this paragraph are made
to the best of Holdings' and the Borrower's knowledge.

               (b) The Projections, pro forma financial statements and estimates
          and information of a general economic nature prepared by or on behalf
          of the Borrower or any of its representatives and that have been made
          available to any Lenders or the Agent in connection with the
          Transactions on or before the date hereof (the "Other Information")
          (i) have been prepared in good faith based upon assumptions believed
          by the Borrower to be reasonable as of the date thereof (it being
          understood that actual results may vary materially from the Other
          Information), and (ii) as of the Closing Date, have not been modified
          in any material respect by the Borrower after they so have been made
          available, unless such modification also has been made available to
          the Agent.

                    SECTION 3.12. Material Agreements. No Loan Party is in
default in any material respect in the performance, observance or fulfillment of
any of its obligations contained in (i) any material agreement to which it is a
party or (ii) any agreement or instrument to which it is a party




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evidencing or governing Indebtedness, except in each case where any such default
would not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.

                    SECTION 3.13. Solvency. (a) Immediately after the
consummation of the Transactions to occur on the Closing Date, (i) the fair
value of the assets of the Loan Parties on a consolidated basis, at a fair
valuation, will exceed the debts and liabilities, direct, subordinated,
contingent or otherwise, of the Loan Parties on a consolidated basis; (ii) the
present fair saleable value of the property of the Loan Parties on a
consolidated basis will be greater than the amount that will be required to pay
the probable liability of the Loan Parties on a consolidated basis, on their
debts and other liabilities, direct, subordinated, contingent or otherwise, as
such debts and other liabilities become absolute and matured; (iii) the Loan
Parties on a consolidated basis will be able to pay their debts and liabilities,
direct, subordinated, contingent or otherwise, as such debts and liabilities
become absolute and matured; and (iv) the Loan Parties on a consolidated basis
will not have unreasonably small capital with which to conduct the businesses in
which they are engaged as such businesses are now conducted and are proposed to
be conducted following the Closing Date.

          (b) The Loan Parties do not intend to incur debts beyond their ability
     to pay such debts as they mature, taking into account the timing and
     amounts of cash to be received by the Loan Parties and the timing and
     amounts of cash to be payable by the Loan Parties on or in respect of their
     Indebtedness.

                    SECTION 3.14. Insurance. The Borrower will deliver a
schedule to the Agent on the Closing Date that will set forth a true, complete
and correct description of all property and casualty and commercial general
liability insurance maintained by or on behalf of the Loan Parties and the
Restricted Subsidiaries as of the Closing Date. As of the Closing Date, all such
material insurance is in full force and effect and all premiums in respect of
such insurance have been duly paid. The Borrower believes that the insurance
maintained by or on behalf of Holdings, the Borrower and the Restricted
Subsidiaries is adequate and is in accordance with normal industry practice in
all material respects.

                    SECTION 3.15. Capitalization and Subsidiaries. The
Perfection Certificates will set forth as of the Closing Date (a) a correct and
complete list of the name and ownership relationship to the Borrower or the
Company, as applicable, of each and all of their Subsidiaries, (b) a true and
complete listing of each class of the Borrower's authorized and issued Equity
Interests, of which all of such issued shares are validly issued, outstanding,
fully paid and non-assessable, and owned beneficially and of record by Holdings,
and (c) the type of entity of Holdings, the Borrower and each of its
Subsidiaries. All of the issued and outstanding Equity Interests of the
Subsidiaries owned by any Loan Party have been (to the extent such concepts are
relevant with respect to such ownership interests) duly authorized and issued
and are fully paid and non-assessable free and clear of all Liens (other than
Liens created under the Loan Documents and the Permitted Liens).

                    SECTION 3.16. Security Interest in Collateral. The
provisions of this Agreement and the other Loan Documents will create legal and
valid Liens on all the Collateral in favor of the Agent, for the benefit of the
Secured Parties, the Agent and the Lenders; and upon the proper filing of UCC
financing statements and other filings required pursuant to paragraph (l) of
Section 4.02 and any Mortgages with respect to Mortgaged Properties, such Liens
will constitute perfected and continuing Liens on the Collateral, securing the
Secured Obligations, enforceable against the applicable Loan Party and all third
parties, and having priority over all other Liens on the Collateral except in
the case of (a) Permitted Liens, to the extent any such Permitted Liens would
have priority over the Liens in favor of the Agent pursuant to any applicable
law, or as otherwise permitted by this Agreement and (b) Liens perfected only by
possession or control (including possession of any certificate of title) to the
extent the Agent has not obtained or does not maintain possession or control of
such Collateral.



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                    SECTION 3.17. Labor Disputes. As of the Closing Date, except
as, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect: (a) there are no strikes, lockouts or slowdowns against
any Loan Party pending or, to the knowledge of the Borrower, threatened, (b) the
hours worked by and payments made to employees of the Loan Parties and the
Restricted Subsidiaries have not been in violation of the Fair Labor Standards
Act or any other applicable Federal, state, local or foreign law dealing with
such matters and (c) all payments due from any Loan Party or any Restricted
Subsidiary, 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 the
Loan Party or such Subsidiary to the extent required by GAAP. Except as,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect the consummation of the Transactions will not give rise
to a right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which Holdings, the Borrower or any
of the Restricted Subsidiaries is a party or by which Holdings, the Borrower or
any of the Restricted Subsidiaries is bound.

                    SECTION 3.18. Federal Reserve Regulations. (a) On the
Closing Date, none of the Collateral is Margin Stock.

          (b) None of Holdings, the Borrower and the Restricted Subsidiaries 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.

          (c) No part of the proceeds of any Loan will be used, and no Letter of
     Credit will by its terms be permitted to be used, whether directly or
     indirectly, and whether immediately, incidentally or ultimately, (i) to
     purchase or carry Margin Stock (other than pursuant to, or in connection
     with, the Merger or other transactions permitted hereunder as long as there
     is no violation of Regulation T, U or X in connection therewith) or to
     extend credit to others for the purpose of purchasing or carrying Margin
     Stock or to refund indebtedness originally incurred for such purpose, or
     (ii) for any purpose that entails a violation of, or that is inconsistent
     with, the provisions of Regulation T, U or X.

                    SECTION 3.19. Transaction Documents. Holdings and the
Borrower have delivered to the Agent a complete and correct copy of the Merger
Agreement (including all schedules, exhibits, amendments, supplements and
modifications thereto). Neither Holdings, the Borrower nor any other Loan Party
or, to the knowledge of Holdings, the Borrower or each Loan Party, any other
Person party thereto is in default in the performance or compliance with any
material provisions thereof. Except as would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, all
representations and warranties set forth in the Merger Agreement were true and
correct in all material respects at the time as of which such representations
and warranties were made (or deemed made).

                                   ARTICLE IV

                                   Conditions

          The obligations of the Lenders to make Loans hereunder and the
obligations of the Issuing Bank to issue Letters of Credit shall not become
effective until the date on which each of the following conditions, to the
extent applicable as provided in the lead-in to each of Sections 4.01 and 4.02,
is satisfied (or waived in accordance with Section 9.02):

                    SECTION 4.01. All Credit Events After the First Credit
Event. On the date of each Borrowing (other than the Borrowings on the Closing
Date), including each Borrowing of a



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Swingline Loan, and on the date (other than on the Closing Date) of each
issuance, amendment, extension or renewal of a Letter of Credit (each such event
being called a "Credit Event"):

          (a) The Agent shall have received a notice of such Borrowing as
     required by Section 2.03 (or such notice shall have been deemed given in
     accordance with Section 2.03) or, in the case of the issuance, amendment,
     extension or renewal of a Letter of Credit, the Issuing Bank and the Agent
     shall have received a notice requesting the issuance, amendment, extension
     or renewal of such Letter of Credit as required by Section 2.23(b) or, in
     the case of the Borrowing of a Swingline Loan, the Swingline Lender shall
     have received a notice requesting such Swingline Loan as required by
     Section 2.22(b).

          (b) The representations and warranties set forth in each Loan Document
     shall be true and correct in all material respects on and as of the date of
     such Credit Event with the same effect as though made on and as of such
     date, except (x) to the extent such representations and warranties
     expressly relate to an earlier date, in which case such representations and
     warranties shall be true and correct in all material respects on and as of
     such earlier date and (y) to the extent any such representation and
     warranty is qualified as to "materiality" or "Material Adverse Effect", in
     which case such representations and warranties shall be true and correct in
     all respects.

          (c) At the time of and immediately after such Credit Event, no Event
     of Default or Default shall have occurred and be continuing.

          (d) At the time of such Credit Event, no Change of Control shall have
     occurred.

Each Credit Event (other than the Credit Event occurring on the Closing Date)
shall be deemed to constitute a joint and several representation and warranty by
each of Holdings and the Borrower on the date of such Credit Event as to the
matters specified in paragraphs (b) and (c) of this Section 4.01 unless waived
by the Required Revolving Lenders.

                    SECTION 4.02. First Credit Event. On the Closing Date:

          (a) Credit Agreement and Loan Documents. The Agent (or its counsel)
     shall have received (i) from each party hereto either (A) a counterpart of
     this Agreement signed on behalf of such party or (B) written evidence
     satisfactory to the Agent (which may include facsimile transmission of a
     signed signature page of this Agreement) that such party has signed a
     counterpart of this Agreement and (ii) duly executed copies of the
     Guarantee and Collateral Agreement and such other certificates, documents,
     instruments and agreements as the Agent shall reasonably request in
     connection with the transactions contemplated by this Agreement and the
     other Loan Documents, including any promissory notes requested by a Lender
     pursuant to Section 2.07.

          (b) Legal Opinions. The Agent shall have received, on behalf of itself
     and the Lenders on the Closing Date, a favorable written opinion of (i)
     Paul, Weiss, Rifkind, Wharton & Garrison LLP, special counsel for Holdings
     and the Borrower, or other counsel thereto reasonably acceptable to the
     Agent, in form and substance reasonably satisfactory to the Agent and (ii)
     local or other counsel reasonably satisfactory to the Agent, in each case
     (A) dated the Closing Date, (B) addressed to the Agent and the Lenders and
     (C) in form and substance reasonably satisfactory to the Agent and covering
     such other matters relating to the Loan Documents and the Transactions as
     the Agent shall reasonably request.



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          (c) Financial Statements. The Agent shall have received the audited
     and unaudited financial statements referred to in Section 3.04(a) and (b).

          (d) Closing Certificates; Certified Certificate of Incorporation; Good
     Standing Certificates. The Agent shall have received (i) a certificate of
     each Loan Party, dated the Closing Date and executed by its secretary or
     assistant secretary, which shall (A) certify the resolutions of its Board
     of Directors, members or other body authorizing the execution, delivery and
     performance of the Loan Documents to which it is a party, (B) identify by
     name and title and bear the signatures of the Financial Officers and any
     other officers of such Loan Party authorized to sign the Loan Documents to
     which it is a party, and (C) contain appropriate attachments, including the
     certificate or articles of incorporation or organization of each Loan Party
     certified by the relevant authority of the jurisdiction of organization of
     such Loan Party and a true and correct copy of its by-laws or operating,
     management or partnership agreement, and (ii) a good standing certificate
     for each Loan Party from its jurisdiction of organization.

          (e) No Default Certificate. The Agent shall have received a
     certificate, signed by a Financial Officer on behalf of the Borrower, dated
     the Closing Date, stating that the representations and warranties contained
     in Article III (except the representations contained in Sections 3.04,
     3.05, 3.06, 3.07, 3.09, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.17 and 3.19)
     are true and correct in all material respects as of such date.

          (f) Fees. The Agent shall have received all fees required to be paid
     to the Agent and the Lenders, and all expenses required to be paid for
     which invoices have been presented (including the reasonable documented
     fees and expenses of legal counsel), on or before the close of business on
     the day preceding the Closing Date.

          (g) Lien and Judgment Searches. The Agent shall have received the
     results of recent lien and judgment searches in each of the jurisdictions
     reasonably requested by the Agent, and such search shall reveal no liens on
     any of the assets of the Loan Parties except for Permitted Liens or Liens
     discharged on or prior to the Closing Date (or with respect to which
     arrangements for such discharge reasonably satisfactory to the Agent have
     been made) pursuant to a pay-off letter or other documentation reasonably
     satisfactory to the Agent.

          (h) Pay-Off Letter. The Agent shall have received pay-off letters
     reasonably satisfactory to it in respect of the repayment of the Existing
     Credit Agreements from the proceeds of the Loans and other applicable
     sources, confirming that all Liens upon any of the property of the Loan
     Parties constituting Collateral and securing obligations arising under the
     Existing Credit Agreements, if any, will be released concurrently with such
     payment and providing for arrangements reasonably satisfactory to the Agent
     that all letters of credit issued or guaranteed as part of such
     Indebtedness will be cash collateralized or supported by (or deemed
     pursuant to Section 2.23(a) to be) a Letter of Credit to be issued
     hereunder.

          (i) Solvency. The Agent shall have received a customary certificate
     from a Financial Officer on behalf of the Borrower certifying that the Loan
     Parties, on a consolidated basis after giving effect to the Transactions to
     occur on the Closing Date, are solvent (within the meaning of Section
     3.13).

          (j) Notice of Borrowing. The Agent shall have received a notice of
     request from the Borrower for the making of Loans on the Closing Date as
     required by Section 2.03(a).

          (k) Pledged Stock; Stock Powers; Pledged Notes. The Agent shall have
     received (i) the certificates representing the shares of any certificated
     Capital Stock pledged on the



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     Closing Date pursuant to the Guarantee and Collateral Agreement, together
     with an undated stock power for each such certificate executed in blank by
     a duly authorized officer of the pledgor thereof and (ii) each promissory
     note (if any) pledged on the Closing Date to the Agent pursuant to the
     Guarantee and Collateral Agreement endorsed (without recourse) in blank (or
     accompanied by an executed transfer form in blank) by the pledgor thereof.
     Notwithstanding the foregoing, the conditions set forth in this clause (k)
     shall be considered satisfied even if the Borrower does not deliver such
     items by the Closing Date, so long as the Borrower has used commercially
     reasonable efforts to obtain and deliver such items to the Agent by the
     Closing Date.

          (l) Perfection Certificates; Filings, Registrations and Recordings.
     The Agent shall have received (i) a completed Perfection Certificate dated
     the Closing Date and signed by a Responsible Officer of the Borrower,
     together with all attachments contemplated thereby and (ii) a completed
     Perfection Certificate dated the Closing Date and signed by a Responsible
     Officer of the Company, together with all attachments contemplated thereby.
     Each document (including any UCC financing statement) required by the
     Collateral Documents or under law or reasonably requested by the Agent to
     be filed, registered or recorded in order to create in favor of the Agent,
     for the benefit of the Secured Parties, a perfected Lien on the Collateral
     described therein, prior and superior in right to any other Person (other
     than with respect to Permitted Liens), shall be in proper form for filing,
     registration or recordation. Notwithstanding the foregoing, the conditions
     set forth in this clause (l) shall be considered satisfied even if the
     Borrower does not deliver such items by the Closing Date, so long as the
     Borrower has used commercially reasonable efforts to obtain and deliver
     such items to the Agent by the Closing Date.

          (m) Mortgages, etc. (i) The Agent shall have received, with respect to
     each Mortgaged Property referred to in clause (i) of the definition
     thereof, each of the following, in form and substance reasonably
     satisfactory to the Agent:

               (A) a Mortgage on such property;

               (B) evidence that a counterpart of the Mortgage has been recorded
          or delivered to the appropriate Title Insurance Company subject to
          arrangements reasonably satisfactory to the Agent for recording
          promptly following the closing hereunder, in each case, in the place
          necessary, in the Agent's reasonable judgment, to create a valid and
          enforceable first priority Lien in favor of the Agent for the benefit
          of itself and the Lenders;

               (C) ALTA or other mortgagee's title policy;

               (D) an opinion of counsel in the state in which such parcel of
          real property is located in form and substance and from counsel
          reasonably satisfactory to the Agent; and

               (E) such other information, documentation, and certifications as
          may be reasonably required by the Agent.

     provided, that, (x) the amount of debt secured by each Mortgage in any
     State that imposes a mortgage tax shall be reasonably limited to an amount
     less than the Commitments so as to avoid multiple mortgage tax assessments
     and (y) notwithstanding the foregoing or clause (ii) below, the conditions
     set forth in this clause (m) shall be considered satisfied even if the
     Borrower does not deliver such items by the Closing Date, so long as the
     Borrower has used commercially reasonable efforts to obtain and deliver
     such items to Agent by the Closing Date and, to the extent applicable, in
     accordance with Schedule 5.14.



                                                                              86


               (ii) Subject to the proviso in clause (i) of this Section
     4.02(m), the Agent shall have received a valid assignment of each of the
     Existing Clarke Landlord Personal Property Collateral Access Agreements
     executed by the applicable landlord and the Agent.

          (n) Closing Date Material Adverse Effect. Since December 31, 2006 and
     subject to the qualifications in the Merger Agreement, there shall not have
     been a Closing Date Material Adverse Effect (as defined in the next
     sentence). "Closing Date Material Adverse Effect" means any change, effect,
     event, circumstance or development, individually or in the aggregate,
     together with all other changes, effects, events, circumstances or
     developments, that is or would reasonably be expected to have a materially
     adverse effect on the business, assets, financial condition or results of
     operations of the Company and its Subsidiaries (as defined in the Merger
     Agreement), taken as a whole, other than any change, effect, event,
     circumstance or development resulting from (i) general economic or
     financial market conditions, (ii) compliance with the express terms of, or
     the taking of any action expressly required by, the Merger Agreement, (iii)
     any actions taken, or failure to take action, or such other changes or
     events, in each case, to which the Sponsor has expressly consented or
     requested in writing, (iv) conditions affecting the Company's industries,
     (v) any failure, in and of itself, by the Company to meet projections,
     forecasts or revenue or earnings predictions for any period ending on or
     after the date of the Merger Agreement (it being understood that the facts
     or occurrences giving rise to or contributing to such failure may be deemed
     to constitute, or be taken into account in determining whether there has
     been or will be, a Closing Date Material Adverse Effect), (vi) the
     announcement or pendency of the Merger Agreement, the transactions
     contemplated thereby or performance of or compliance with the terms of the
     Merger Agreement and (vii) changes in GAAP; provided, that with respect to
     clause (i), such change, effect, event, circumstance or development does
     not disproportionately impact the Company and its Subsidiaries (as so
     defined), taken as a whole, and that with respect to clause (iv), such
     change, effect, event, circumstance or development does not
     disproportionately impact any of the Printed Products, Software & Services
     or Scantron (each term as used in the Merger Agreement) business segments
     of the Company and its Subsidiaries (as so defined), as applicable.

          (o) Other Indebtedness. The Agent shall be reasonably satisfied with
     the arrangements to consummate the Tender Offer substantially concurrently
     with the initial credit extensions hereunder. After giving effect to the
     Transactions and the other transactions contemplated hereby, Holdings, the
     Borrower and the Restricted Subsidiaries shall not have any outstanding
     Indebtedness, Disqualified Stock or (in the case of Restricted
     Subsidiaries) Preferred Stock other than (a) the Obligations, (b) the
     Senior Notes, (c) any Existing Clarke Notes not tendered and accepted in
     the Tender Offer, (d) any letters of credit supported by Letters of Credit
     hereunder, (e) Indebtedness set forth on Schedule 6.01(b)(v) and (f) any
     other Indebtedness, Disqualified Stock or Preferred Stock that, if it had
     been incurred on the Closing Date would have been permitted to be incurred
     pursuant to the applicable provisions of Section 6.01 (and which shall be
     deemed to be outstanding under such provisions for purposes of Section
     6.01).

          (p) Insurance. The Agent shall have received evidence of insurance
     coverage reasonably satisfactory to the Agent in compliance with the terms
     of Section 5.10.

          (q) Merger. The Merger shall be consummated, substantially
     simultaneously with the making of the Loans, in all material respects in
     accordance with the Merger Agreement (which shall not have been amended or
     modified prior to the Closing Date in a manner adverse to the Lenders in
     any material respect without the prior written consent of the Joint Lead
     Arrangers).



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          (r) Other Financing. The Borrower shall have received gross cash
     proceeds from the issuance of the Senior Notes or the bridge financing in
     respect thereof or a combination of each in an amount, together with other
     permitted funds, sufficient to consummate the Transactions. The terms and
     conditions of the Senior Notes shall be reasonably satisfactory to the
     Agent.

          (s) PATRIOT Act. The Agent shall have received no later than five
     Business Days (or such shorter period as the Agent may agree) prior to the
     Closing Date, all documentation and other information reasonably requested
     by it that is required by regulatory authorities under applicable "know
     your customer" and anti-money laundering rules and regulations, including
     the USA PATRIOT Act.

The Agent shall notify the Borrower and the Lenders of the Closing Date, and
such notice shall be conclusive and binding. Notwithstanding the foregoing, the
obligations of the Lenders to make Loans hereunder shall not become effective
unless each of the conditions set forth in Section 4.02 is satisfied (or waived
pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the
Outside Date (as defined in the Merger Agreement or as extended thereunder in
accordance with Section 8.1(c) of the Merger Agreement) (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at
such time).

                                   ARTICLE V

                              Affirmative Covenants

          Each Loan Party executing this Agreement, jointly and severally with
all of the other Loan Parties, covenants and agrees with the Lenders that from
and after the Closing Date and until the Commitments have expired or been
terminated and the principal of and interest on each Loan and all fees payable
hereunder shall have been paid in full:

                    SECTION 5.01. Financial Statements and Other Information.
The Borrower will furnish to the Agent (who will furnish such information to the
Lenders):

          (a) within ninety (90) days after the end of each fiscal year of the
     Borrower, its audited consolidated balance sheet and related statements of
     earnings, shareholders' equity and cash flows as of the end of and for such
     year, setting forth in each case in comparative form the figures for the
     previous fiscal year, all reported on by Ernst & Young LLP, or other
     independent public accountants of recognized national standing and
     reasonably acceptable to the Agent (without a "going concern" or like
     qualification or exception or exception as to the scope of such audit) to
     the effect that such consolidated financial statements present fairly, in
     all material respects, the financial condition and results of operations of
     the Borrower and its consolidated Subsidiaries on a consolidated basis in
     accordance with GAAP;

          (b) within forty-five (45) days after the end of each of the first
     three fiscal quarters of each fiscal year of the Borrower, commencing with
     the first full quarter after the Closing Date, its consolidated balance
     sheet and related statements of earnings, shareholders' equity and cash
     flows as of the end of and for such fiscal quarter and the then elapsed
     portion of the fiscal year, setting forth in each case in comparative form
     the figures for the corresponding period or periods of (or, in the case of
     the balance sheet, as of the end of) the previous fiscal year, all
     certified by a Financial Officer of the Borrower on behalf of the Borrower
     as presenting fairly, in all material respects, the financial condition and
     results of operations of the Borrower and its consolidated Subsidiaries on
     a consolidated basis in accordance with GAAP, subject to normal year-end
     audit adjustments and the absence of footnotes;



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          (c) concurrently with any delivery of financial statements under
     clause (a) or (b) above, a certificate (a "Compliance Certificate") of a
     Financial Officer of the Borrower on behalf of the Borrower in
     substantially the form of Exhibit C (i) certifying that no Event of Default
     or Default has occurred or, if an Event of Default or Default has occurred,
     specifying the details thereof and any action taken or proposed to be taken
     with respect thereto and, unless waived by the Required Revolving Lenders,
     setting forth computations in reasonable detail satisfactory to the Agent
     demonstrating whether or not the Borrower is in compliance with the
     Financial Performance Covenant for the applicable period and (ii) setting
     forth, in the case of the financial statements delivered under clause (a),
     (x) commencing with fiscal year 2008, the Borrower's calculation of Excess
     Cash Flow for such fiscal year and (y) a list of names of all Immaterial
     Subsidiaries (if any), that each Subsidiary set forth on such list
     individually qualifies as an Immaterial Subsidiary and that all Domestic
     Subsidiaries listed as Immaterial Subsidiaries in the aggregate comprise
     less than 5% of Total Assets of the Borrower and the Subsidiaries at the
     end of the period to which such financial statements relate and represented
     (on a contribution basis) less than 5% of EBITDA for the period of four
     consecutive fiscal quarters ending as of the end of the period to which
     such financial statements relate;

          (d) concurrently with any delivery of financial statements under
     clause (a) above unless waived by the Required Revolving Lenders, a
     certificate of the accounting firm that reported on such financial
     statements stating whether they obtained knowledge during the course of
     their examination of such financial statements of any Default or Event of
     Default under Section 6.10 (which certificate may be limited to the extent
     required by accounting rules or guidelines);

          (e) concurrently with any delivery of consolidated financial
     statements under clause (a) or (b) above, the related unaudited
     consolidating financial statements reflecting the adjustments necessary to
     eliminate the accounts of Unrestricted Subsidiaries (if any) or any
     Receivables Subsidiary (if any) from such consolidated financial
     statements;

          (f) within ninety (90) days after the beginning of each fiscal year
     commencing with fiscal year 2008, a detailed consolidated budget of the
     Borrower and its Subsidiaries for such fiscal year (including a projected
     consolidated balance sheet and the related consolidated statements of
     projected cash flows and projected income as of the end of and for such
     fiscal year), including a summary of the underlying material assumptions
     with respect thereto (collectively, the "Budget"), and, as soon as
     available, significant revisions, if any, of such Budget approved by the
     Board of the Borrower, which Budget or revisions thereto shall in each case
     be accompanied by the statement of a Financial Officer of the Borrower on
     behalf of the Borrower to the effect that, to the best of his knowledge,
     the Budget is a reasonable estimate for the period covered thereby;

          (g) as soon as practicable upon the reasonable request of the Agent,
     deliver an updated Perfection Certificate (or, to the extent such request
     relates to specified information contained in the Perfection Certificate,
     such information) reflecting all changes since the date of the information
     most recently received pursuant to this clause (g) or Section 5.11;

          (h) promptly after the same become publicly available, copies of all
     periodic and other reports, proxy statements and other materials publicly
     filed by the Borrower or any Restricted Subsidiary with the SEC, or with
     any national securities exchange, or, after an initial public offering of
     shares of Capital Stock of the Borrower, distributed by the Borrower to its
     shareholders generally, as the case may be;



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          (i) promptly, a copy of any final "management letter" received from
     the Borrower's independent public accountants to the extent such
     independent public accountants have consented to the delivery of such
     management letter to the Agent upon the request of the Borrower;

          (j) promptly following the Agent's request therefor, all documentation
     and other information that the Agent reasonably requests on its behalf or
     on behalf of any Lender in order to comply with its ongoing obligations
     under applicable "know your customer" and anti-money laundering rules and
     regulations, including the USA PATRIOT Act; and

          (k) as promptly as reasonably practicable from time to time following
     the Agent's request therefor, such other information regarding the
     operations, business affairs and financial condition of Holdings, the
     Borrower or any Restricted Subsidiary, or compliance with the terms of any
     Loan Document, as the Agent may reasonably request (on behalf of itself or
     any Lender).

          Notwithstanding the foregoing, the obligations in clauses (a) and (b)
of this Section 5.01 may be satisfied with respect to financial information of
the Borrower and its Subsidiaries by furnishing (A) the applicable financial
statements of any direct or indirect parent of the Borrower or (B) the
Borrower's (or any direct or indirect parent thereof), as applicable, Form 10-K
or 10-Q, as applicable, filed with the SEC; provided that, with respect to each
of clauses (A) and (B), (i) to the extent such information relates to a parent
of the Borrower, such information is accompanied by consolidating information
that explains in reasonable detail the differences between the information
relating to such parent, on the one hand, and the information relating to the
Borrower and its Subsidiaries on a standalone basis, on the other hand and (ii)
to the extent such information is in lieu of information required to be provided
under clause (a) of this Section 5.01, such materials are accompanied by a
report and opinion of Ernst & Young LLP or other independent public accountants
of recognized national standing and reasonably acceptable to the Agent, which
report and opinion shall be prepared in accordance with generally accepted
auditing standards and shall not be subject to any "going concern" or like
qualification or exception or any qualification or exception as to the scope of
such audit.

          Documents required to be delivered pursuant to clauses (a), (b), (e)
or (h) of this Section 5.01 may at the Borrower's election be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Borrower posts such documents, or provides a link
thereto on the Borrower's website on the Internet at the website address listed
on Schedule 9.01; (ii) on which such documents are posted on the Borrower's
behalf on IntraLinks/IntraAgency or another relevant website, if any, to which
each Lender and the Agent have access (whether a commercial, third-party website
or whether sponsored by the Agent); or (iii) on which such documents are filed
for public availability on the SEC's Electronic Data Gathering and Retrieval
System; provided that: (i) upon written request by the Agent, the Borrower shall
deliver paper copies of such documents to the Agent for further distribution to
each Lender until a written request to cease delivering paper copies is given by
the Agent and (ii) the Borrower shall notify (which may be by facsimile or
electronic mail) the Agent of the posting of any such documents and provide to
the Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. Notwithstanding anything contained herein, in every instance the
Borrower shall be required to provide paper copies of the compliance
certificates required by clause (c) of this Section 5.01 to the Agent.

          The financial statements required to be delivered pursuant to clause
(a) or (b) of this Section 5.01(x) with respect to the first four fiscal
quarters after the Closing Date shall not be required to contain all purchase
accounting adjustments relating to the Transactions to the extent it is not
practicable to include any such adjustments in such financial statements or (y)
with respect to the first four fiscal



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quarters after any other acquisition shall not be required to contain all
purchase accounting adjustments relating to such acquisition to the extent it is
not practicable to include any such adjustments in such financial statements.

                    SECTION 5.02. Notices of Material Events. The Borrower will
furnish to the Agent written notice of the following promptly after any
Responsible Officer of Holdings or the Borrower obtains knowledge thereof:

          (a) the occurrence of any Event of Default or Default;

          (b) the filing or commencement of, or any written threat or notice of
     intention of any person to file or commence, any action, suit or
     proceeding, whether at law or in equity or by or before any Governmental
     Authority or in arbitration, against Holdings, the Borrower or any of the
     Subsidiaries as to which an adverse determination is reasonably probable
     and which, if adversely determined, would reasonably be expected to have a
     Material Adverse Effect;

          (c) any loss, damage, or destruction to the Collateral in the amount
     of $10,000,000 or more, whether or not covered by insurance;

          (d) any and all default notices received under or with respect to any
     leased location or public warehouse where any material Collateral is
     located;

          (e) the occurrence of any ERISA Event that, together with all other
     ERISA Events that have occurred and are continuing, would reasonably be
     expected to have a Material Adverse Effect; and

          (f) any other development that results in, or would reasonably be
     expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 5.02 shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth the details of
the event or development requiring such notice and any action taken or proposed
to be taken with respect thereto.

                    SECTION 5.03. Existence; Conduct of Business. Each Loan
Party will, and will cause each Restricted Subsidiary to, do or cause to be done
all things reasonably necessary to preserve, renew and keep in full force and
effect its legal existence and the rights, qualifications, licenses, permits,
franchises, governmental authorizations and Intellectual Property rights (except
as such would otherwise reasonably expire, be abandoned or permitted to lapse in
the ordinary course of business), necessary in the normal conduct of its
business, and maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted, except in each case (i) other
than with respect to Holdings' or the Borrower's existence, to the extent such
failure to do so would not reasonably be expected to have a Material Adverse
Effect or (ii) pursuant to a transaction permitted by Section 6.03.

                    SECTION 5.04. Payment of Obligations. Each Loan Party will,
and will cause each Subsidiary to, pay or discharge all material Tax
liabilities, before the same shall become delinquent or in default, except where
(a) the validity or amount thereof is being contested in good faith by
appropriate proceedings and such Loan Party or such Subsidiary has set aside on
its books adequate reserves with respect thereto in accordance with GAAP or (b)
the failure to make payment would not reasonably be expected to result in a
Material Adverse Effect.

                    SECTION 5.05. Maintenance of Properties. Each Loan Party
will, and will cause each Restricted Subsidiary to (a) at all times maintain and
preserve all material property



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necessary to the normal conduct of its business in good repair, working order
and condition, ordinary wear and tear excepted and casualty or condemnation
excepted and (b) make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto as necessary in
accordance with prudent industry practice in order that the business carried on
in connection therewith, if any, may be properly conducted at all times, except,
in each case, where the failure to do so, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect.

                    SECTION 5.06. Books and Records; Inspection Rights. Each
Loan Party will, and will cause each Restricted Subsidiary to, (i) keep proper
books of record and account in which full, true and correct entries in all
material respects are made of all dealings and transactions in relation to its
business and activities to the extent necessary to prepare the consolidated
financial statements of the Borrower in accordance with GAAP and (ii) permit any
representatives designated by the Agent (including employees of the Agent or any
consultants, accountants, lawyers and appraisers retained by the Agent), upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, including environmental assessment
reports and Phase I or Phase II studies, and to discuss its affairs, finances
and condition with its officers and independent accountants (it being understood
that, in the case of any such discussions with such independent accountants, the
Borrower shall be deemed to have satisfied its obligations under this Section
5.06 to the extent that it has used commercially reasonable efforts to cause
such accountants to participate in such discussions, and the Agent and the
Lenders shall give the Borrower the opportunity to participate in such
discussions), all at such reasonable times during normal business hours and as
often as reasonably requested, all such actions in clause (ii) to be performed
at the Agent's expense.

                    SECTION 5.07. Maintenance of Ratings. Holdings and the
Borrower shall use their commercially reasonable efforts to cause the credit
facilities provided for herein to be continuously rated by S&P and Moody's.

                    SECTION 5.08. Compliance with Laws. Each Loan Party will,
and will cause each Subsidiary to, comply in all material respects with all
Requirements of Law applicable to it or its property, except where the failure
to do so, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect.

                    SECTION 5.09. Use of Proceeds. The proceeds of the Loans and
the issuance of the Letters of Credit will be used only for the purposes
specified in the introductory statement to this Agreement. No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that would entail a violation of Regulations T, U or X.

                    SECTION 5.10. Insurance. Each Loan Party will, and will
cause each Restricted Subsidiary to, maintain, with financially sound and
reputable insurance companies (a) insurance in such amounts and against such
risks, as are customarily maintained by similarly situated companies engaged in
the same or similar businesses operating in the same or similar locations (after
giving effect to any self-insurance reasonable and customary for similarly
situated companies) and (b) all insurance required pursuant to the Collateral
Documents (and shall cause the Agent to be listed as a loss payee on property
and casualty policies covering loss or damage to Collateral and as an additional
insured on commercial general liability policies except to the extent otherwise
agreed by the Agent in the exercise of its reasonable discretion). The Borrower
will furnish to the Agent, upon request, information in reasonable detail as to
the insurance so maintained.

                    SECTION 5.11. Additional Collateral; Further Assurances. (a)
Subject to applicable law, Holdings, the Borrower and each Subsidiary that is a
Loan Party shall cause (i) each of its Domestic Subsidiaries (other than any
Immaterial Subsidiary (except as otherwise provided in



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paragraph (e) of this Section 5.11) or Unrestricted Subsidiary or Receivables
Subsidiary or except as otherwise provided in Section 6.08) existing on the
Closing Date or formed or acquired after the Closing Date that is required
pursuant to the terms of this Agreement to become a Subsidiary Guarantor
pursuant to Section 6.08 and (ii) thereafter any such Domestic Subsidiary that
was an Immaterial Subsidiary as of the Closing Date but, as of the end of the
most recently ended fiscal quarter of the Borrower for which internal financial
statements are available has ceased to qualify as an Immaterial Subsidiary or
except as otherwise provided in Section 6.08, to become a Subsidiary Guarantor
as promptly thereafter as reasonably practicable by executing and delivering to
the Agent such amendments to the Guarantee and Collateral Agreement as the Agent
reasonably deems necessary or advisable to cause such Subsidiary to become a
party to the Guarantee and Collateral Agreement (and provide guarantees of the
Obligations) and to grant Liens to the Agent, for the benefit of the Secured
Parties, in each case to the extent required by the terms thereof, in any
property (subject to the limitations with respect to Equity Interests set forth
in paragraph (b) of this Section 5.11, the limitations with respect to real
property set forth in paragraph (f) of this Section 5.11 and any other
limitations set forth in the Guarantee and Collateral Agreement or this Section
5.11) of such Loan Party which constitutes Collateral, on such terms as may be
required pursuant to the terms of the Collateral Documents.

          (b) Holdings, the Borrower and each Subsidiary that is a Loan Party
     will cause (i) 100% of the issued and outstanding Equity Interests of each
     of its Domestic Subsidiaries, other than (x) any Domestic Subsidiary taxed
     as a partnership or a disregarded entity for federal income tax purposes
     that holds Capital Stock of a Foreign Subsidiary whose Equity Interests are
     pledged pursuant to clause (ii) below and (y) any Receivables Subsidiary,
     and (ii) 65% of the issued and outstanding Equity Interests entitled to
     vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of
     the issued and outstanding Equity Interests not entitled to vote (within
     the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign
     Subsidiary directly owned by Holdings, the Borrower or any Subsidiary that
     is a Loan Party to be subject at all times from and after the Closing Date
     to a perfected Lien in favor of the Agent, subject to no Lien other than
     Permitted Liens, pursuant to the terms and conditions of the Loan Documents
     or other security documents as the Agent shall reasonably request;
     provided, however this paragraph (b) shall not require the Borrower or any
     Subsidiary to grant a security interest in (i) any Equity Interests of a
     Subsidiary to the extent a pledge of such Equity Interests in favor of the
     Agent or to secure any debt securities of the Borrower or any Subsidiary
     that would be entitled to such a security interest would require separate
     financial statements of a Subsidiary to be filed with the SEC (or any other
     government agency) under the consolidation rules of Rule 3-10 or Rule 3-16
     of Regulation S-X under the Securities Act (or any successor thereto) or
     any other law, rule or regulation or (ii) the Equity Interests of any
     Foreign Subsidiary that is an Immaterial Subsidiary, any Unrestricted
     Subsidiary or Receivables Subsidiary; provided, further, however that no
     pledge of any Equity Interests shall be required to the extent such Equity
     Interests are excluded from the Collateral pursuant to the terms of the
     Guarantee and Collateral Agreement.

          (c) Without limiting the foregoing, each Loan Party will, and will
     cause each Subsidiary that is a Loan Party to, execute and deliver, or
     cause to be executed and delivered, to the Agent such documents, agreements
     and instruments, and will take or cause to be taken such further actions
     (including the delivery of supplemental schedules to the Guarantee and
     Security Agreement if required thereunder, the filing and recording of
     financing statements, fixture filings, mortgages, deeds of trust and other
     documents and such other actions or deliveries of the type required by
     Article IV, as applicable (including continuing to use commercially
     reasonable efforts to deliver the items contemplated by paragraph (k), (l)
     or (m) of Section 4.02 to the extent the Borrower has been unable to
     deliver such items by the Closing Date after having used its commercially
     reasonable efforts to obtain and deliver such items by



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     the Closing Date unless extended or waived by the Agent in its sole
     discretion)), which the Agent may, from time to time, reasonably request to
     carry out the terms and conditions of this Agreement and the other Loan
     Documents and to ensure perfection and priority of the Liens created or
     intended to be created by the Collateral Documents except to the extent
     contemplated hereby and thereby, all at the expense of the Loan Parties.

          (d) Subject to the limitations set forth or referred to in this
     Section 5.11, if any material assets (including any real property or
     improvements thereto or any interest therein) are acquired by Holdings, the
     Borrower or any Subsidiary that is a Loan Party after the Closing Date
     (other than assets constituting Collateral under the Guarantee and
     Collateral Agreement that become subject to the Lien in favor of the Agent
     upon acquisition thereof), the Borrower will (if such assets were acquired
     outside the ordinary course of business) notify the Agent thereof, and, if
     requested by the Agent, the Borrower will cause such assets to be subjected
     to a Lien securing the Secured Obligations and will take, and cause
     Holdings and the Loan Parties that are Subsidiaries to take, such actions
     as shall be necessary or reasonably requested by the Agent to grant and
     perfect such Liens, including actions described in paragraph (c) of this
     Section, all at the expense of the Loan Parties.

          (e) If, at any time and from time to time after the Closing Date,
     Domestic Subsidiaries that are not Loan Parties because they are Immaterial
     Subsidiaries comprise in the aggregate more than 5% of Total Assets as of
     the end of the most recently ended fiscal quarter of the Borrower for which
     internal financial statements are available or more than 5% of EBITDA of
     the Borrower and the Restricted Subsidiaries for the period of four
     consecutive fiscal quarters ending as of the end of the most recently ended
     fiscal quarter of the Borrower for which internal financial statements are
     available, then the Borrower shall, not later than 45 days after the date
     by which financial statements for such quarter are required to be delivered
     pursuant to this Agreement, cause one or more such Restricted Subsidiaries
     to become additional Loan Parties (notwithstanding that such Restricted
     Subsidiaries are, individually, Immaterial Subsidiaries) such that the
     foregoing condition ceases to be true.

          (f) Notwithstanding anything to the contrary in this Section 5.11,
     real property required to be mortgaged under this Section 5.11 shall be
     limited to real property located in the U.S. owned in fee by a Loan Party
     having a fair market value at the time of the acquisition thereof of
     $3,000,000 or more (provided that the cost of perfecting such Lien is not
     unreasonable in relation to the benefits to the Lenders of the security
     afforded thereby in the Agent's reasonable judgment after consultation with
     the Borrower).

          (g) Notwithstanding anything to the contrary contained herein, the
     Loan Parties shall not be required to (i) include as Collateral any
     Excluded Assets (as defined in the Guarantee and Collateral Agreement) or
     (ii) perfect any Liens in any cash, deposit accounts or securities accounts
     to the extent perfection requires actions other than the filing of
     customary financing statements.

                    SECTION 5.12. Maintenance of Corporate Separateness. Each
Loan Party will, and will cause each Subsidiary to, satisfy in all material
respects customary corporate or limited liability company formalities, including
the maintenance of corporate and business records.

                    SECTION 5.13. Interest Rate Protection. The Borrower shall
ensure that for at least two years following the Closing Date no less than 40%
of the aggregate principal amount of Funded Debt effectively bears interest at a
fixed rate, either by its terms or through the Borrower or



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Subsidiary Guarantors entering into no later than the 180th day after the
Closing Date, Hedging Agreements reasonably acceptable to the Agent.

                    SECTION 5.14. Post-Closing Matters. The Borrower shall, and
shall cause each of the Restricted Subsidiaries to, take all necessary actions
to satisfy the requirements set forth on Schedule 5.14 within the time frames
specified on Schedule 5.14 unless waived or extended by the Agent in its sole
discretion.

                                   ARTICLE VI

                               Negative Covenants

          Each Loan Party executing this Agreement, jointly and severally with
all of the other Loan Parties, covenants and agrees:

          (a) with the Lenders and the Issuing Bank that, with respect to each
Section of this Article VI other than Section 6.10, from and after the Closing
Date until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees, expenses and other amounts (other than
contingent expense and indemnification obligations) payable under any Loan
Document have been paid in full,

          and

          (b) with the Revolving Credit Lenders, the Swingline Lender and the
Issuing Bank that, with respect to Section 6.10, from and after the Closing Date
until the Revolving Credit Commitments have expired or terminated and the
principal of and interest on each Revolving Loan and all fees, expenses and
other amounts (other than contingent expense and indemnification obligations)
payable relating to Revolving Credit Loans, Swingline Loans and Letters of
Credit payable under any Loan Document have been paid in full (or, in the case
of undrawn L/C Exposure, cash collateralized or otherwise supported in a manner
satisfactory to the Issuing Bank).

                    SECTION 6.01. Limitation on Incurrence of Indebtedness and
Issuance of Disqualified Stock and Preferred Stock. (a) The Borrower will not,
and will not permit any Restricted Subsidiary to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise (collectively, "incur" and
collectively, an "incurrence") with respect to any Indebtedness (including
Acquired Indebtedness), and the Borrower will not issue any shares of
Disqualified Stock and will not permit any Restricted Subsidiary to issue any
shares of Disqualified Stock or Preferred Stock; provided that the Borrower may
incur Indebtedness (including Acquired Indebtedness) or issue shares of
Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness
(including Acquired Indebtedness), issue shares of Disqualified Stock or issue
shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated
basis for the Borrower's and its Restricted Subsidiaries' 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 would have been at least
2.00 to 1.00, determined on a pro forma basis (including a pro forma projected
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred, or the Disqualified Stock or Preferred Stock had been issued,
as the case may be, and the application of the proceeds therefrom had occurred
at the beginning of such four-quarter period (without regard to any subsequent
restatement of such financials); provided that the amount of Indebtedness
(including Acquired Indebtedness), Disqualified Stock and Preferred Stock that
may be incurred or issued, as applicable, pursuant to the foregoing



                                                                              95


provisions of this paragraph by Restricted Subsidiaries that are not Subsidiary
Guarantors shall not exceed $100,000,000 at any one time outstanding;

          (b) The limitations set forth in paragraph (a) of this Section 6.01
     shall not apply to any of the following items (collectively, "Permitted
     Debt"):

               (i) [Intentionally Omitted];

               (ii) Indebtedness incurred pursuant to this Agreement (including,
          without limitation, pursuant to Section 2.24 hereof in accordance with
          the terms thereof) and the other Loan Documents; provided that the
          aggregate maximum principal amount of Indebtedness otherwise permitted
          to be outstanding pursuant to this clause (ii) at any time shall be
          reduced by an amount equal to either (x) in the event a Replacement
          ABL Facility has been established pursuant to Section 6.01(b)(iv), the
          sum of (A) $100,000,000 plus (B) the amount by which the aggregate
          amount of the commitments under the Replacement ABL Facility exceeds
          $125,000,000 or (y) the then-outstanding principal amount of any
          Attributable Receivables Facility Debt, as the case may be;

               (iii) the incurrence by the Borrower and any Subsidiary Guarantor
          of Indebtedness represented by the Senior Notes in an aggregate
          principal amount under this clause (iii) which, together with any
          bridge financing in respect thereof and any refinancing of such bridge
          financing, does not exceed $615,000,000 or such greater amount as the
          Agent shall have approved plus the amount of premiums, fees and
          expenses incurred in connection with any such refinancing (including
          any guarantees thereof) and the exchange notes and related exchange
          guarantees to be issued in exchange for the Senior Notes pursuant to
          the Registration Rights Agreement (other than any Additional Senior
          Notes (as defined in the Senior Notes Indenture));

               (iv) an asset-based revolving credit facility providing the
          Borrower and its Restricted Subsidiaries in an aggregate principal
          committed amount not to exceed $150,000,000 (the "Replacement ABL
          Facility"); provided that no such Replacement ABL Facility shall be
          permitted hereunder in the event that a Receivables Facility is in
          existence at such time;

               (v) any Existing Clarke Notes not tendered and accepted in the
          Tender Offer and any other Indebtedness existing on the Closing Date
          and set forth in Schedule 6.01(b)(v);

               (vi) Indebtedness (including Capitalized Lease Obligations),
          Disqualified Stock and Preferred Stock incurred by the Borrower or any
          of the Restricted Subsidiaries, to finance or reimburse the cost of
          the development, construction, purchase, lease, repairs, additions or
          improvement of property (real or personal), equipment or other fixed
          or capital assets that are used or useful in a Similar Business,
          whether through the direct purchase of assets or the Capital Stock of
          any Person owning such assets; provided that at the time of incurrence
          of such Indebtedness or issuance of such Disqualified Stock or
          Preferred Stock the aggregate amount of Indebtedness, Disqualified
          Stock and Preferred Stock incurred pursuant to this clause (vi) does
          not exceed the greater of (A) $175,000,000 or (B) 2.5% of consolidated
          Total Assets of the Borrower as of the last annual or interim balance
          sheet date for which internal financial statements are available
          (without regard to any subsequent restatement of such financials) at
          any one time outstanding;



                                                                              96


               (vii) Indebtedness incurred by the Borrower or any Restricted
          Subsidiary constituting reimbursement obligations with respect to
          letters of credit issued in the ordinary course of business, including
          letters of credit in respect of workers' compensation claims, or other
          Indebtedness with respect to reimbursement type obligations regarding
          workers' compensation claims, self-insurance obligations and bankers'
          acceptances in the ordinary course of business; provided that upon the
          drawing of such letters of credit or the incurrence of such
          Indebtedness, such obligations are reimbursed within thirty (30) days
          following such drawing or incurrence;

               (viii) Indebtedness arising from agreements of the Borrower or a
          Restricted Subsidiary providing for indemnification, adjustment of
          purchase price or similar obligations, in each case, incurred or
          assumed in connection with the disposition of any business, assets or
          a subsidiary, other than guarantees of Indebtedness incurred by any
          Person acquiring all or any portion of such business, assets or
          subsidiary for the purpose of financing such acquisition; provided
          that (A) such Indebtedness is not reflected on the balance sheet of
          the Borrower or any Restricted Subsidiary (contingent obligations
          referred to in a footnote to financial statements and not otherwise
          reflected on the balance sheet shall not be deemed to be reflected on
          such balance sheet for purposes of this clause (A)) and (B) the
          maximum assumable liability in respect of all such Indebtedness (other
          than liability for those indemnification obligations that are not
          customarily subject to a cap) shall at no time exceed the gross
          proceeds including noncash proceeds (the fair market value of such
          noncash proceeds being measured at the time received and without
          giving effect to any subsequent changes in value) actually received by
          the Borrower and the Restricted Subsidiaries in connection with such
          disposition;

               (ix) Indebtedness of the Borrower to a Restricted Subsidiary;
          provided that any such Indebtedness owing to a Restricted Subsidiary
          that is not a Subsidiary Guarantor is subordinated in right of payment
          to the Obligations; provided, further, that that any subsequent
          issuance or transfer of any Capital Stock or any other event which
          results in any such Restricted Subsidiary ceasing to be a Restricted
          Subsidiary or any other subsequent transfer of any such Indebtedness
          (except to the Borrower or another Restricted Subsidiary) shall be
          deemed, in each case, to be an incurrence of such Indebtedness;

               (x) Indebtedness of a Restricted Subsidiary to the Borrower or
          another Restricted Subsidiary; provided that if a Subsidiary Guarantor
          incurs such Indebtedness to a Restricted Subsidiary that is not a
          Subsidiary Guarantor such Indebtedness is subordinated in right of
          payment to the obligations of such Subsidiary Guarantor under the
          Guarantee and Collateral Agreement; provided, further, that any
          subsequent issuance or transfer of Capital Stock or any other event
          that results in any such Restricted Subsidiary ceasing to be a
          Restricted Subsidiary or any subsequent transfer of any such
          Indebtedness (except to the Borrower or another Restricted Subsidiary)
          shall be deemed, in each case, to be an incurrence of such
          Indebtedness;

               (xi) shares of Preferred Stock of a Restricted Subsidiary issued
          to the Borrower or another Restricted Subsidiary; provided that any
          subsequent issuance or transfer of any Capital Stock or any other
          event which results in any such Restricted Subsidiary ceasing to be a
          Restricted Subsidiary or any other subsequent transfer of any such
          shares of Preferred Stock (except to the Borrower or another
          Restricted Subsidiary) shall be deemed, in each case, to be an
          issuance of such shares of Preferred Stock;



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               (xii) Hedging Obligations (excluding Hedging Obligations entered
          into for speculative purposes) for the purpose of managing: (A)
          interest rate risk with respect to any Indebtedness that is permitted
          under this Agreement to be outstanding, (B) exchange rate risk with
          respect to any currency exchange or (C) commodity pricing risk with
          respect to any commodity;

               (xiii) obligations in respect of performance, bid, appeal and
          surety bonds and completion guarantees and similar obligations
          provided by the Borrower or any Restricted Subsidiary in the ordinary
          course of business;

               (xiv) (A) any guarantee by the Borrower or a Restricted
          Subsidiary of Indebtedness or other obligations of any Restricted
          Subsidiary, so long as the incurrence of such Indebtedness by such
          Restricted Subsidiary is permitted under the terms of this Agreement
          or (B) any guarantee by a Restricted Subsidiary of Indebtedness or
          other obligations of the Borrower permitted to be incurred under the
          terms of this Agreement; provided that such guarantee is incurred in
          accordance with Section 6.08;

               (xv) the incurrence by the Borrower or any Restricted Subsidiary
          of Indebtedness, Disqualified Stock or Preferred Stock that serves to
          extend, replace, refund, refinance, renew or defease any Indebtedness,
          Disqualified Stock or Preferred Stock incurred as permitted under
          paragraph (a) of this Section 6.01 and clauses (ii), (iii), (iv), (v)
          and (vi) above, this clause (xv) and clauses (xvi), (xix), (xx),
          (xxii) and (xxv) of this paragraph (b) or any Indebtedness,
          Disqualified Stock or Preferred Stock issued to so extend, replace,
          refund, refinance, renew or defease such Indebtedness, Disqualified
          Stock or Preferred Stock including additional Indebtedness,
          Disqualified Stock or Preferred Stock incurred to pay premiums, fees
          and expenses in connection therewith (the "Refinancing Indebtedness");
          provided, however, that such Refinancing Indebtedness (A) has a
          Weighted Average Life to Maturity at the time such Refinancing
          Indebtedness is incurred which is not less than the remaining Weighted
          Average Life to Maturity of the Indebtedness, Disqualified Stock or
          Preferred Stock being extended, replaced, refunded, refinanced,
          renewed or defeased, (B) to the extent such Refinancing Indebtedness
          extends, replaces, refunds, refinances, renews or defeases (1)
          Indebtedness subordinated to the Obligations or the guarantee of any
          Subsidiary Guarantor under the Guarantee and Collateral Agreement,
          such Refinancing Indebtedness is subordinated to the Obligations under
          this Agreement and the Guarantee and Collateral Agreement at least to
          the same extent as the Indebtedness being extended, replaced,
          refunded, refinanced, renewed or defeased or is Disqualified Stock or
          Preferred Stock or (2) Disqualified Stock or Preferred Stock, such
          Refinancing Indebtedness must be Disqualified Stock or Preferred
          Stock, respectively, and (C) shall not include (1) Indebtedness,
          Disqualified Stock or Preferred Stock of a subsidiary that is not a
          Subsidiary Guarantor that refinances Indebtedness, Disqualified Stock
          or Preferred Stock of the Borrower, (2) Indebtedness, Disqualified
          Stock or Preferred Stock of a subsidiary that is not a Subsidiary
          Guarantor that refinances Indebtedness, Disqualified Stock or
          Preferred Stock of a Subsidiary Guarantor or (3) Indebtedness,
          Disqualified Stock or Preferred Stock of the Borrower or a Restricted
          Subsidiary that refinances Indebtedness, Disqualified Stock or
          Preferred Stock of an Unrestricted Subsidiary;

               (xvi) Indebtedness, Disqualified Stock or Preferred Stock (x) of
          the Borrower or any of its Restricted Subsidiaries incurred to finance
          the acquisition of any Person or assets or (y) of Persons that are
          acquired by the Borrower or any Restricted Subsidiary or merged into
          the Borrower or a Restricted Subsidiary in accordance with the terms
          of this Agreement; provided that either (A) after giving effect to
          such acquisition or merger on a



                                                                              98


          pro forma basis, either (1) the Borrower would be permitted to incur
          at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
          Coverage Ratio test set forth in paragraph (a) of this Section 6.01;
          or (2) the Fixed Charge Coverage Ratio of the Borrower and the
          Restricted Subsidiaries on a consolidated basis for the Borrower's and
          its Restricted Subsidiaries' most recently ended four fiscal quarters
          for which internal financial statements are available immediately
          preceding the date of such acquisition or merger would be equal to or
          greater than the Fixed Charge Coverage Ratio immediately prior to such
          acquisition or merger; or (B) such Indebtedness, Disqualified Stock or
          Preferred Stock (1) is not Secured Indebtedness and is Subordinated
          Indebtedness with subordination terms that are either, at the
          Borrower's election, (x) consistent with market terms of agreements
          governing comparable Indebtedness of similar companies in the high
          yield market at the time of such acquisition or merger and do not
          conflict with the provisions of this Agreement, provided, that a
          certificate of a Responsible Officer delivered to the Agent at least
          five Business Days (or such shorter time as the Agent may agree) prior
          to the incurrence of such Indebtedness, together with a reasonably
          detailed description of the subordination terms of such Indebtedness,
          stating that the Borrower has determined in good faith that such terms
          satisfy the foregoing requirement shall be conclusive evidence thereof
          unless the Agent notifies the Borrower within such five Business Day
          (or shorter) period that it disagrees with such determination
          (including a reasonable description of the basis upon which it
          disagrees), or (y) otherwise in form and substance reasonably
          satisfactory to the Agent, (2) is not incurred while a Default exists
          and no Default shall result therefrom, (3) does not mature (and is not
          mandatorily redeemable in the case of Disqualified Stock or Preferred
          Stock) and does not require any payment of principal prior to the
          Tranche B Maturity Date and (4) in the case of clause (y) above only,
          is not incurred in contemplation of such acquisition or merger;

               (xvii) Indebtedness arising from the honoring by a bank or other
          financial institution of a check, draft or similar instrument drawn
          against insufficient funds in the ordinary course of business;
          provided that such Indebtedness is extinguished within two Business
          Days after its incurrence;

               (xviii) Indebtedness of the Borrower or any Restricted Subsidiary
          supported by a Letter of Credit, in a principal amount not in excess
          of the stated amount of such Letter of Credit;

               (xix) Indebtedness, Disqualified Stock or Preferred Stock of the
          Borrower or a Restricted Subsidiary incurred to finance or assumed in
          connection with an acquisition in an aggregate principal amount and
          liquidation preference which, when aggregated with the principal
          amount or liquidation preference of all other Indebtedness,
          Disqualified Stock and Preferred Stock incurred pursuant to this
          clause (xix) and then outstanding (together with any Refinancing
          Indebtedness in respect of any such Indebtedness, Disqualified Stock
          or Preferred Stock which is then outstanding in reliance on clause
          (xv) above), does not at any one time outstanding exceed $75,000,000
          (it being understood that any Indebtedness, Disqualified Stock and
          Preferred Stock incurred pursuant to this clause (xix) shall cease to
          be deemed incurred or outstanding for purposes of this clause (xix)
          but shall be deemed incurred pursuant to paragraph (a) of this Section
          6.01 from and after the first date on which the Borrower or such
          Restricted Subsidiary could have incurred such Indebtedness,
          Disqualified Stock or Preferred Stock pursuant to paragraph (a) of
          this Section 6.01 without reliance on this clause (xix));



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               (xx) Indebtedness, Disqualified Stock or Preferred Stock incurred
          by a Foreign Subsidiary in an aggregate principal amount or
          liquidation preference which, when aggregated with the principal
          amount and liquidation preference of all other Indebtedness,
          Disqualified Stock and Preferred Stock incurred pursuant to this
          clause (xx) and then outstanding, does not exceed 5.0% of Foreign
          Subsidiary Total Assets as of the most recent date for which internal
          financial statements are available (it being understood that any
          Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant
          to this clause (xx) shall cease to be deemed incurred or outstanding
          for purposes of this clause (xx) but shall be deemed incurred pursuant
          to paragraph (a) of this Section 6.01 from and after the first date on
          which the Borrower or such Restricted Subsidiary could have incurred
          such Indebtedness, Disqualified Stock or Preferred Stock pursuant to
          paragraph (a) of this Section 6.01 without reliance on this clause
          (xx));

               (xxi) Indebtedness consisting of Indebtedness issued by the
          Borrower or any Restricted Subsidiary to future, current or former
          officers, managers, directors, consultants and employees of the
          Borrower, its subsidiaries or its direct or indirect parent companies,
          their respective estates, spouses or former spouses, in each case to
          finance the purchase or redemption of Equity Interests of the Borrower
          or any direct or indirect parent company of the Borrower to the extent
          described in Section 6.04(b)(iv);

               (xxii) Indebtedness, Disqualified Stock and Preferred Stock of
          the Borrower or any Restricted Subsidiary not otherwise permitted
          hereunder in an aggregate principal amount or liquidation preference,
          which, when aggregated with the principal amount and liquidation
          preference of all other Indebtedness, Disqualified Stock and Preferred
          Stock incurred pursuant to this clause (xxii) and then outstanding,
          does not at any one time outstanding exceed the sum of (A)
          $100,000,000 (it being understood that any Indebtedness, Disqualified
          Stock and Preferred Stock incurred pursuant to this clause (xxii)(A)
          shall cease to be deemed incurred or outstanding for purposes of this
          clause (xxii)(A) but shall be deemed incurred pursuant to paragraph
          (a) of this Section 6.01 from and after the first date on which the
          Borrower or such Restricted Subsidiary could have incurred such
          Indebtedness, Disqualified Stock or Preferred Stock pursuant to
          paragraph (a) of this Section 6.01 without reliance on this clause
          (xxii)(A)), plus (B) 100% of the net cash proceeds received by the
          Borrower since after the Closing Date from the issue or sale of Equity
          Interests of the Borrower or cash contributed to the capital of the
          Borrower (in each case, other than proceeds of Disqualified Stock or
          sales of Equity Interests to the Borrower or any of its subsidiaries)
          to the extent such net cash proceeds or cash have not been applied to
          make Restricted Payments or to make other investments, payments or
          exchanges pursuant to Section 6.04(b) or to make Permitted Investments
          (other than Permitted Investments specified in clauses (a) and (b) of
          the definition thereof);

               (xxiii) Attributable Debt incurred by the Borrower or any
          Restricted Subsidiary pursuant to Sale and Lease-Back Transactions of
          property (real or personal), equipment or other fixed or capital
          assets owned by the Borrower or any Restricted Subsidiary as of the
          Closing Date or acquired by the Borrower or any Restricted Subsidiary
          after the Closing Date in exchange for, or with the proceeds of the
          sale of, such assets owned by the Borrower or any Restricted
          Subsidiary as of the Closing Date, provided that the aggregate amount
          of Attributable Debt incurred under this clause (xxiii) at any time
          outstanding does not exceed $50,000,000;

               (xxiv) the incurrence by the Borrower of Qualified Affiliate
          Debt; and



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               (xxv) Indebtedness incurred by the Borrower or any Restricted
          Subsidiary, provided that, at the time of incurrence and after giving
          pro forma effect thereto, the Consolidated Secured Debt Ratio for the
          period of the most recently ended four full consecutive fiscal
          quarters for which internal financial statements are available
          immediately preceding the date of such incurrence would be no greater
          than 4.00 to 1.00.

          (c) For purposes of determining compliance with this Section 6.01, in
     the event that an item of Indebtedness, Disqualified Stock or Preferred
     Stock meets the criteria of more than one of the categories of Permitted
     Debt described in clauses (i) through (xxv) of paragraph (b) of this
     Section 6.01 or is entitled to be incurred pursuant to paragraph (a) of
     this Section 6.01, the Borrower, in its sole discretion, shall classify or
     reclassify, or later divide, classify or reclassify, such item of
     Indebtedness, Disqualified Stock or Preferred Stock (or any portion
     thereof) and shall only be required to include the amount and type of such
     Indebtedness, Disqualified Stock or Preferred Stock in one or more of the
     above clauses.

          (d) The accrual of interest, the accretion of accreted value and the
     payment of interest in the form of additional Indebtedness, Disqualified
     Stock or Preferred Stock shall not be deemed to be an incurrence of
     Indebtedness, Disqualified Stock or Preferred Stock for purposes of this
     Section 6.01.

          (e) For purposes of determining compliance with any Dollar-denominated
     restriction on the incurrence of Indebtedness, the Dollar-equivalent
     principal amount of Indebtedness denominated in a foreign currency shall be
     calculated based on the relevant currency exchange rate in effect on the
     date such Indebtedness was incurred, in the case of term debt, or first
     committed, in the case of revolving credit debt; provided that if such
     Indebtedness is incurred to extend, replace, refund, refinance, renew or
     defease other Indebtedness denominated in a foreign currency, and such
     extension, replacement, refunding, refinancing, renewal or defeasance would
     cause the applicable Dollar-denominated restriction to be exceeded if
     calculated at the relevant currency exchange rate in effect on the date of
     such extension, replacement, refunding, refinancing, renewal or defeasance,
     such Dollar-denominated restriction shall be deemed not to have been
     exceeded so long as the principal amount of such refinancing Indebtedness
     does not exceed the principal amount of such Indebtedness being extended,
     replaced, refunded, refinanced, renewed or defeased.

          (f) The principal amount of any Indebtedness incurred to extend,
     replace, refund, refinance, renew or defease other Indebtedness, if
     incurred in a different currency from the Indebtedness being extended,
     replaced, refunded, refinanced, renewed or defeased, shall be calculated
     based on the currency exchange rate applicable to the currencies in which
     such respective Indebtedness is denominated that is in effect on the date
     of such extension, replacement, refunding, refinancing, renewal or
     defeasance.

                    SECTION 6.02. Limitation on Liens. Each of Holdings and the
Borrower will not, and the Borrower will not permit any of the Subsidiary
Guarantors to, directly or indirectly, create, incur, assume or suffer to exist
any Lien that secures obligations under any Indebtedness on any asset or
property of Holdings, the Borrower or any Subsidiary Guarantor now owned or
hereafter acquired, or any income or profits therefrom, or assign or convey any
right to receive income therefrom, except Permitted Liens.

                    SECTION 6.03. Merger, Consolidation or Sale of All or
Substantially All Assets. (a) The Borrower shall not consolidate or merge with
or into or wind up into (whether or not the Borrower is the surviving entity),
or sell, assign, transfer, lease, convey or otherwise



                                                                             101


dispose of all or substantially all of its properties or assets, in one or more
related transactions, to any Person unless:

               (i) the Borrower is the surviving corporation or the Person
          formed by or surviving any such consolidation or merger (if other than
          the Borrower) or to which such sale, assignment, transfer, lease,
          conveyance or other disposition shall have been made is a corporation
          or limited liability company organized or existing under the laws of
          the United States of America, any state thereof, the District of
          Columbia, or any territory thereof (the Borrower or such Person, as
          the case may be, being herein called the "Successor Borrower");

               (ii) the Successor Borrower, if other than the Borrower,
          expressly assumes all the obligations of the Borrower under this
          Agreement and the other Loan Documents pursuant to supplements to the
          Loan Documents or other documents or instruments in form reasonably
          satisfactory to the Agent;

               (iii) immediately after such transaction, no Default exists;

               (iv) immediately after giving pro forma effect to such
          transaction, as if such transaction had occurred at the beginning of
          the applicable four-quarter period, (A) the Successor Borrower would
          be permitted to incur at least $1.00 of additional Indebtedness
          pursuant to the Fixed Charge Coverage Ratio test set forth in Section
          6.01(a) or (B) the Fixed Charge Coverage Ratio for the Successor
          Borrower and the Restricted Subsidiaries on a consolidated basis for
          the most recently ended four full fiscal quarters for which internal
          financial statements are available immediately preceding the date of
          such transaction would be equal to or greater than such ratio for the
          Borrower and the Restricted Subsidiaries immediately prior to such
          transaction;

               (v) each Loan Guarantor, unless it is the other party to the
          transactions described above (in which case clause (ii) of paragraph
          (c) of this Section 6.03 or clause (ii) of paragraph (e) of this
          Section 6.03, as applicable, shall apply) shall have by supplement to
          the Loan Documents confirmed that its guarantee of the Obligations
          shall apply to such Person's obligations under the Loan Documents and
          the Loans; and

               (vi) the Borrower shall have delivered to the Agent an Officers'
          Certificate and an opinion of counsel, each stating that such
          consolidation, merger or transfer and such supplements to the Loan
          Documents, if any, comply with this Agreement and the other Loan
          Documents subject to customary assumptions and qualifications
          reasonably acceptable to the Agent.

          (b) In the case of a transaction governed by paragraph (a) above, the
     Successor Borrower shall succeed to, and be substituted for, the Borrower
     under this Agreement and the other Loan Documents and, except in the case
     of a lease transaction, the predecessor Borrower will be released from its
     obligations hereunder and thereunder. Notwithstanding paragraph (a) of this
     Section 6.03, (i) any Restricted Subsidiary may consolidate with or merge
     into the Borrower, (ii) the Borrower or any Restricted Subsidiary may
     transfer all or part of its properties and assets to a Subsidiary Guarantor
     and (iii) the Borrower may merge with an Affiliate of the Borrower
     incorporated solely for the purpose of reincorporating the Borrower in
     another state of the United States of America so long as the amount of
     Indebtedness of the Borrower and the Restricted Subsidiaries is not
     increased thereby.



                                                                             102


          (c) Subject to the applicable provisions of the Guarantee and
     Collateral Agreement, no Subsidiary Guarantor shall, and the Borrower shall
     not permit any Subsidiary Guarantor to, consolidate or merge with or into
     or wind up into (whether or not such Subsidiary Guarantor is the surviving
     corporation), or sell, assign, transfer, lease, convey or otherwise dispose
     of all or substantially all of its properties or assets in one or more
     related transactions to, any Person unless: (i) (A) such Subsidiary
     Guarantor is the surviving Person or the Person formed by or surviving any
     such consolidation or merger (if other than such Subsidiary Guarantor) or
     to which such sale, assignment, transfer, lease, conveyance or other
     disposition shall have been made is a corporation or limited liability
     company organized or existing under the laws of the United States of
     America, any state thereof, the District of Columbia, or any territory
     thereof (such Subsidiary Guarantor or such Person, as the case may be,
     being herein called the "Successor Person"), (B) the Successor Person, if
     other than such Subsidiary Guarantor, expressly assumes all the obligations
     of such Subsidiary Guarantor under this Agreement, the Guarantee and
     Collateral Agreement and the other Loan Documents, pursuant to supplements
     to the Loan Documents or other documents or instruments in form reasonably
     satisfactory to the Agent, (C) immediately after such transaction, no Event
     of Default exists and (D) if such Successor Person is different from the
     Subsidiary Guarantor, the Borrower shall have delivered to the Agent an
     Officers' Certificate and an opinion of counsel, each stating that such
     consolidation, merger or transfer and such Joinder Agreement and
     supplements, if any, comply with this Agreement and the other Loan
     Documents subject to customary assumptions and qualifications reasonably
     acceptable to the Agent; or

               (ii) the transaction is made in compliance with Section 2.20; or

               (iii) such transaction is not an Asset Sale pursuant to clause
          (i), (iv), (v), (vii), (viii), (xi), (xiii), (xiv), (xv) or (xvii) of
          the definition thereof.

          (d) In the case of a transaction governed by paragraph (c), above, the
     Successor Person shall succeed to, and be substituted for, such Subsidiary
     Guarantor under this Agreement, the Guarantee and Collateral Agreement and
     the other Loan Documents and, except in the case of a lease transaction,
     such Subsidiary Guarantor will be released from its obligations thereunder.
     Notwithstanding the foregoing paragraphs (a) and (c) of this Section 6.03,
     any Subsidiary Guarantor may (x) merge into or sell, assign, transfer,
     lease, convey or otherwise dispose of (each such action being referred to
     in this Section 6.03(d) as a "transfer") all or part of its properties and
     assets to another Subsidiary Guarantor or the Borrower, (y) transfer all or
     part of its properties and assets to a Restricted Subsidiary that is not a
     Subsidiary Guarantor in a transaction that (i) satisfies the requirements
     of either Section 6.06(a) as if such transaction were an Asset Sale of
     Collateral or Section 6.06(b) as if such transaction were an Asset Sale not
     of Collateral, as applicable, or (ii) is comprised of one or more
     non-exclusive licenses of Intellectual Property for fair value (as
     determined in good faith by the Borrower) or (iii) is not an Asset Sale
     pursuant to any clause of the definition thereof set forth in subclause
     (iii) of Section 6.03(c) above, or (z) transfer all or part of its
     properties and assets to a Restricted Subsidiary that is not a Subsidiary
     Guarantor; provided that any transfer made pursuant to this clause (z)
     satisfies the following conditions:

               (i) the transferor receives consideration at the time of such
          transfer at least equal to the fair value (as determined in good faith
          by the Borrower) of the properties and assets transferred, such
          consideration to be in the form of cash, Cash Equivalents and/or one
          or more promissory notes made by the transferee payable to the
          transferor, with any such promissory notes being pledged to the Agent
          in accordance with Section 5.11;



                                                                             103


               (ii) the Capital Stock of the transferee is owned by a Loan
          Party, or by a Restricted Subsidiary the Capital Stock of which is
          owned by a Loan Party, and the requisite amount of Capital Stock of
          the transferee (or if such Capital Stock is owned by a Foreign
          Subsidiary, the requisite amount of Capital Stock of such Foreign
          Subsidiary) is pledged to the Agent in accordance with Section 5.11,
          unless the Agent, in the exercise of its reasonable discretion, agrees
          to a different ownership structure for the transferee;

               (iii) the transferee (and, if the Capital Stock of the transferee
          is owned by a Foreign Subsidiary, such owner) agrees in writing not to
          incur any Indebtedness or Preferred Stock other than (A) pursuant to
          Section 6.01(b)(vii), (viii), (x), (xi), (xiii), (xvii) or (xviii),
          (B) Indebtedness in the nature of deferred purchase price of any
          property (including Capitalized Lease Obligations) permitted pursuant
          to Section 6.01 and (C) other Indebtedness other than for borrowed
          money agreed to by the Agent in the exercise of its reasonable
          discretion; and

               (iv) with respect to any property and assets that are owned by
          any Loan Party on the Closing Date and subsequently transferred in
          reliance on this clause (z), (A) the fair value of such property and
          assets as of the date of such transfer (as determined in good faith by
          the Borrower and evidenced by a certificate of a Responsible Officer
          delivered to the Agent not less than five Business Days (or such
          shorter time as the Agent may agree) prior to such transfer), plus (B)
          the fair value of any other property or assets previously transferred
          in reliance on this clause (z) as of their respective dates of
          transfer (as determined in good faith by the Borrower), minus (C) the
          aggregate amount of payments of principal made on or before the date
          of the transfer in question with respect to all promissory notes
          previously delivered pursuant to this clause (z) shall not exceed the
          amount set forth on Schedule 6.03(d), unless otherwise agreed by the
          Agent in the exercise of its reasonable discretion.

          (e) Holdings will not consolidate or merge with or into or wind up
     into (whether or not Holdings is the surviving corporation), or sell,
     assign, transfer, lease, convey or otherwise dispose of all or
     substantially all of its properties or assets in one or more related
     transactions to, any Person unless (i) Holdings is the surviving
     corporation or the Person formed by or surviving any such consolidation or
     merger (if other than Holdings) or to which such sale, assignment,
     transfer, lease, conveyance or other disposition shall have been made is a
     corporation or limited liability company organized or existing under the
     laws of the United States of America, any state thereof, the District of
     Columbia, or any territory thereof (Holdings or such Person, as the case
     may be, being herein called the "Successor Holdings Guarantor"), (ii) the
     Successor Holdings Guarantor, if other than Holdings, expressly assumes all
     the obligations of Holdings under the Guarantee and Collateral Agreement
     and the other Loan Documents, pursuant to a Joinder Agreement or other
     supplements or other documents or instruments in form reasonably
     satisfactory to the Agent, (iii) immediately after such transaction, no
     Event of Default or payment Default exists and (iv) if such Successor
     Holdings Guarantor is different from Holdings, the Borrower shall have
     delivered to the Agent an Officers' Certificate and an opinion of counsel,
     each stating that such consolidation, merger or transfer and the Joinder
     Agreement and such supplements or other documents or instruments, if any,
     comply with this Agreement subject to customary assumptions and
     qualifications reasonably acceptable to the Agent.

          (f) In the case of a transaction governed by paragraph (e), above, the
     Successor Holdings Guarantor will succeed to, and be substituted for,
     Holdings under the Guarantee and Collateral Agreement and the other Loan
     Documents and, except in the case of a lease transaction, the predecessor
     Holdings will be released from its obligations thereunder.



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     Notwithstanding the foregoing paragraphs (a), (c) or (e), (i) Holdings may
     merge into the Borrower or a Subsidiary Guarantor, (ii) Holdings, the
     Borrower or any Restricted Subsidiary may transfer all or part of its
     properties and assets to a Subsidiary Guarantor or the Borrower, and (iii)
     Holdings may merge with an Affiliate of the Borrower incorporated solely
     for the purpose of reincorporating Holdings in another state of the United
     States of America so long as the amount of Indebtedness of Holdings, the
     Borrower and the Subsidiaries is not increased thereby. Holdings may also
     merge with an Affiliate of Holdings to collapse or form a holding company
     without complying with clause (iii) of paragraph (e) of this Section.

          (g) Notwithstanding the foregoing, the Transactions shall be permitted
     without compliance with this Section 6.03.

          (h) For purposes of this Section 6.03, the sale, lease, conveyance,
     assignment, transfer or other disposition of all or substantially all of
     the properties and assets of one or more Restricted Subsidiaries of the
     Borrower or Holdings, as applicable, in one or more related transactions
     (other than to the Borrower or a Subsidiary Guarantor) which properties and
     assets, if held by the Borrower or Holdings, as applicable, instead of such
     subsidiaries, would constitute all or substantially all of the properties
     and assets of the Borrower and its Restricted Subsidiaries on a
     consolidated basis or Holdings and its Restricted Subsidiaries on a
     consolidated basis, as applicable, (other than to the Borrower or a
     Subsidiary Guarantor) shall be deemed to be the transfer of all or
     substantially all of the properties and assets of the Borrower or Holdings,
     as applicable.

                    SECTION 6.04. Limitation on Restricted Payments. (a) The
Borrower shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly (w) declare or pay any dividend or make any distribution on
account of the Borrower's or any Restricted Subsidiary's Equity Interests,
including any dividend or distribution payable in connection with any merger or
consolidation, other than (A) dividends or distributions by the Borrower payable
in Equity Interests (other than Disqualified Stock) of the Borrower or (B)
dividends or distributions by a Restricted Subsidiary so long as, in the case of
any dividend or distribution payable on or in respect of any class or series of
securities issued by a Restricted Subsidiary other than a Wholly-Owned
Subsidiary, the Borrower or a Restricted Subsidiary receives at least its pro
rata share of such dividend or distribution in accordance with its Equity
Interests in such class or series of securities, (x) purchase, redeem, defease
or otherwise acquire or retire for value any Equity Interests of the Borrower or
any direct or indirect parent of the Borrower, including in connection with any
merger or consolidation, (y) make any principal payment on, or redeem,
repurchase, defease or otherwise acquire or retire for value in each case, prior
to any scheduled repayment, sinking fund payment or maturity, any Subordinated
Indebtedness other than (A) Indebtedness permitted under clauses (ix), (x) and
(xxiv) of Section 6.01(b) or (B) the purchase, repurchase or other acquisition
of Subordinated Indebtedness of the Borrower or any Restricted Subsidiary
purchased in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of
purchase, repurchase or acquisition or (z) make any Restricted Investment (all
such payments and other actions set forth in clauses (w) through (z) above being
collectively referred to as "Restricted Payments"), unless, at the time of such
Restricted Payment:

               (i) no Default shall have occurred and be continuing or would
          occur as a consequence thereof;

               (ii) immediately after giving effect to such transaction on a pro
          forma basis, the Borrower could incur $1.00 of additional Indebtedness
          under Section 6.01(a); and



                                                                             105


               (iii) such Restricted Payment, together with the aggregate
          amount, without duplication, of all other Restricted Payments made by
          the Borrower and the Restricted Subsidiaries after the Closing Date
          pursuant to paragraph (a) of this Section 6.04 is less than or equal
          to $25,000,000.

          (b) The provisions of paragraph (a) of this Section 6.04 shall not
     prohibit:

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

               (ii) (A) the redemption, repurchase, retirement or other
          acquisition of any Equity Interests ("Retired Capital Stock") or
          Subordinated Indebtedness of the Borrower or any Equity Interests of
          any direct or indirect parent company of the Borrower, in exchange
          for, or out of the proceeds of the sale, within 60 days of such
          redemption, retirement, repurchase or other acquisition, (other than
          to a Restricted Subsidiary) of, Equity Interests of the Borrower (in
          each case, other than any Disqualified Stock unless the Retired
          Capital Stock is itself Disqualified Stock) ("Refunding Capital
          Stock") or cash capital contributions and (B) if immediately prior to
          the retirement of Retired Capital Stock, the declaration and payment
          of dividends thereon was permitted under clause (vi) of this paragraph
          (b), the declaration and payment of dividends on the Refunding Capital
          Stock (other than Refunding Capital Stock the proceeds of which were
          used to redeem, repurchase, retire or otherwise acquire any Equity
          Interests of any direct or indirect parent company of the Borrower) in
          an aggregate amount per year no greater than the aggregate amount of
          dividends per annum that was declarable and payable on such Retired
          Capital Stock immediately prior to such retirement;

               (iii) the defeasance, redemption, repurchase or other acquisition
          or retirement of Subordinated Indebtedness of the Borrower or a
          Subsidiary Guarantor made by exchange for, or out of the proceeds of
          the sale, within 60 days of such defeasance, redemption, repurchase or
          other acquisition or retirement, of, new Indebtedness of such Person
          that is incurred in compliance with Section 6.01 so long as (A) the
          principal amount of such new Indebtedness does not exceed the
          principal amount (or accreted value, if applicable) of the
          Subordinated Indebtedness being so defeased, redeemed, repurchased,
          acquired or retired for value, plus the amount of any reasonable
          premium required to be paid under the terms of the instrument
          governing the Subordinated Indebtedness being so defeased, redeemed,
          repurchased, acquired or retired and any reasonable fees and expenses
          incurred in connection with the issuance of such new Indebtedness, (B)
          such Indebtedness is subordinated to the Obligations at least to the
          same extent as the Subordinated Indebtedness being so defeased,
          redeemed, repurchased, acquired or retired, (C) such Indebtedness has
          a final scheduled maturity date equal to or later than the final
          scheduled maturity date of the Subordinated Indebtedness being so
          defeased, redeemed, repurchased, acquired or retired and (D) such
          Indebtedness has a Weighted Average Life to Maturity equal to or
          greater than the remaining Weighted Average Life to Maturity of the
          Subordinated Indebtedness being so defeased, redeemed, repurchased,
          acquired or retired;

               (iv) a Restricted Payment to pay for the repurchase, redemption
          or other acquisition or retirement for value of Equity Interests
          (other than Disqualified Stock) of the Borrower or any of its direct
          or indirect parent companies held by, or any Restricted Payments made



                                                                             106


          to, any future, present or former employee, officer, director, manager
          or consultant of the Borrower, any of its subsidiaries or any of its
          direct or indirect parent companies, their respective estates, spouses
          or former spouses pursuant to any management equity plan or stock
          option plan, phantom stock plan or any other management or employee
          benefit plan or agreement; provided that the aggregate Restricted
          Payments made under this clause (iv) do not exceed in any calendar
          year $10,000,000 (with unused amounts in any calendar year being
          carried over to succeeding calendar years subject to a maximum (in
          addition to the following proviso) of $20,000,000 in any calendar
          year); provided, further, that such amount in any calendar year may be
          increased by an amount not to exceed (A) the cash proceeds from the
          sale of Equity Interests (other than Disqualified Stock) of the
          Borrower and, to the extent contributed to the Borrower, Equity
          Interests of any of the Borrower's direct or indirect parent
          companies, in each case to members of management, directors, managers
          or consultants of the Borrower, any of its subsidiaries or any of its
          direct or indirect parent companies that occurs after the Closing
          Date, to the extent the cash proceeds from the sale of such Equity
          Interests have not otherwise been applied to the payment of Restricted
          Payments by virtue of clause (iii) of paragraph (a) of this Section
          6.04, plus (B) the cash proceeds of key man life insurance policies
          received by the Borrower and the Restricted Subsidiaries after the
          Closing Date, less (C) the amount of any Restricted Payments
          previously made pursuant to clauses (A) and (B) of this clause (iv);
          and provided, further, that cancellation of Indebtedness owing to the
          Borrower from members of management, directors, managers or
          consultants of the Borrower, any of its direct or indirect parent
          companies or any Restricted Subsidiary in connection with a repurchase
          of Equity Interests of the Borrower or any of its direct or indirect
          parent companies shall not be deemed to constitute a Restricted
          Payment for purposes of this Section 6.04 or any other provision of
          this Agreement;

               (v) the declaration and payment of dividends to holders of any
          class or series of Disqualified Stock of the Borrower or any
          Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary
          issued in accordance with Section 6.01 to the extent such dividends
          are included in the definition of "Fixed Charges" and payment of any
          redemption price or liquidation value of any such Disqualified Stock
          or Preferred Stock when due in accordance with its terms;

               (vi) the declaration and payment of dividends (A) to holders of
          any class or series of Designated Preferred Stock (other than
          Disqualified Stock) issued by the Borrower after the Closing Date, (B)
          to a direct or indirect parent company of the Borrower, the proceeds
          of which will be used to fund the payment of dividends to holders of
          any class or series of Designated Preferred Stock (other than
          Disqualified Stock) of such parent company issued after the Closing
          Date; provided that the aggregate amount of dividends paid pursuant to
          this clause (B) shall not exceed the aggregate amount of cash actually
          contributed to the Borrower from the sale of such Designated Preferred
          Stock, or (C) on Refunding Capital Stock that is Preferred Stock in
          excess of the dividends declarable and payable thereon pursuant to
          clause (ii) of this paragraph (b); provided, however, in the case of
          each of (A), (B) and (C) of this clause (vi), that for the most
          recently ended four full fiscal quarters for which internal financial
          statements are available immediately preceding the date of issuance of
          such Designated Preferred Stock or the declaration of such dividends
          on Refunding Capital Stock that is Preferred Stock, after giving
          effect to such issuance or declaration on a pro forma basis, the
          Borrower and the Restricted Subsidiaries on a consolidated basis would
          have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00,
          without regard to any subsequent restatement of such financial
          statements;



                                                                             107


               (vii) repurchases of Equity Interests deemed to occur upon
          exercise of stock options or warrants if such Equity Interests
          represent a portion of the exercise price of such options or warrants;

               (viii) [Intentionally Omitted];

               (ix) Restricted Payments that are made with Excluded
          Contributions or Excess Designated Proceeds;

               (x) the declaration and payment of dividends by the Borrower or
          Holdings to, or the making of loans by the Borrower or Holdings to,
          its direct parent company in amounts required for the Borrower's
          direct or indirect parent companies to pay (A) franchise taxes and
          other fees, taxes and expenses required to maintain their corporate
          existence, (B) (without duplication for amounts paid pursuant to
          Section 6.04(b)(xvii)) so long as the Borrower is a member of a
          consolidated, combined, unitary or similar group with such direct
          parent company for U.S. federal, state or local income tax purposes,
          (1) federal, state and local income taxes incurred by such parent
          companies, but only to the extent such income taxes are attributable
          to the income of the Borrower and the Restricted Subsidiaries;
          provided that in each case the amount of such payments with respect to
          any fiscal year does not exceed the amount that the Borrower and the
          Restricted Subsidiaries would have been required to pay in respect of
          such income taxes for such fiscal year were the Borrower and its
          Restricted Subsidiaries a consolidated or combined group of which the
          Borrower was the common parent, and (2) amounts required to pay
          federal, state and local income taxes to the extent attributable to
          the income of the Unrestricted Subsidiaries or Receivables
          Subsidiaries, if any, but only to extent of amounts actually received
          by the Borrower from such Unrestricted Subsidiaries or Receivables
          Subsidiaries, as the case may be, (C) customary salary, bonus and
          other benefits payable to officers and employees of any direct or
          indirect parent company of the Borrower to the extent such salaries,
          bonuses and other benefits are attributable to or reasonably allocated
          to (as determined by the Borrower in good faith) the ownership or
          operation of the Borrower and the Restricted Subsidiaries, (D) general
          corporate overhead expenses of any direct or indirect parent company
          of the Borrower to the extent such expenses are attributable to or
          reasonably allocated to (as determined by the Borrower in good faith)
          the ownership or operation of the Borrower and the Restricted
          Subsidiaries, and (E) reasonable fees and expenses incurred in
          connection with any successful or unsuccessful debt or equity offering
          or any successful or unsuccessful acquisition or strategic transaction
          by such direct or indirect parent company of the Borrower;

               (xi) any Restricted Payments used to fund the Transactions and
          the fees and expenses related thereto, including those owed to
          Affiliates, in each case to the extent permitted under Section 6.05;

               (xii) the repurchase, redemption or other acquisition or
          retirement for value of any Subordinated Indebtedness pursuant to
          provisions in documentation governing such Subordinated Indebtedness
          similar to those set forth in Sections 2.19 and 2.20; provided that,
          prior to such repurchase, redemption or other acquisition, the
          Borrower (or a third party to the extent permitted by this Agreement)
          shall have made a Change of Control Offer or Asset Sale Offer, as the
          case may be, with respect to the outstanding Term Loans and shall have
          repaid all such Term Loans validly tendered for prepayment and not
          withdrawn in connection with such Change of Control Offer or Asset
          Sale Offer;



                                                                             108


               (xiii) Investments in Unrestricted Subsidiaries having an
          aggregate fair market value, taken together with all other Investments
          made pursuant to this clause (xiii) that are at the time outstanding,
          without giving effect to the sale of an Unrestricted Subsidiary to the
          extent the proceeds of such sale do not consist of cash or marketable
          securities, not to exceed the greater of (x) $70,000,000 and (y) 1.00%
          of Total Assets at the time of such Investment (with the fair market
          value of each Investment being determined in good faith by the
          Borrower and measured at the time such Investment is made and without
          giving effect to subsequent changes in value);

               (xiv) distributions or payments of Receivables Fees;

               (xv) the distribution, as a dividend or otherwise (and the
          declaration of such dividend), of shares of Capital Stock of, or
          Indebtedness owed to the Borrower or a Restricted Subsidiary by, any
          Unrestricted Subsidiary;

               (xvi) additional Restricted Payments to Borrower's direct or
          indirect parent companies, whether in respect of management fees or
          otherwise, in an aggregate amount not to exceed $20.0 million in any
          fiscal year; provided that the Borrower may carry over and pay in any
          subsequent fiscal year, in addition to the amounts permitted for such
          fiscal year, any portion of the amounts otherwise permitted for prior
          fiscal years to be paid pursuant to this clause (xvi) that were not in
          fact paid;

               (xvii) for so long as (x) the Borrower is a member of a group
          filing a consolidated federal income tax return with Parent, and/or
          (y) the Borrower or any of its Subsidiaries is included in any
          consolidated combined or unitary group for foreign, state, local
          income or franchise tax purposes with any Subsidiary of Parent (other
          than the Borrower or any of its Subsidiaries), payments pursuant to
          the Tax Sharing Agreement; and

               (xviii) additional Restricted Payments at any time, so long as
          (A) no Default shall have occurred and be continuing or would result
          therefrom, (B) after giving effect thereto, the Consolidated Leverage
          Ratio of the Borrower and the Restricted Subsidiaries for the period
          of the most recently ended four full consecutive fiscal quarters for
          which internal financial statements are available immediately
          preceding the date of such Restricted Payment would be less than or
          equal to 4.00 to 1.00 and (C) the aggregate amount thereof, when taken
          together with all other Restricted Payments made pursuant to this
          clause (xviii), does not exceed the Cumulative Retained Excess Cash
          Flow Amount at such time;

          provided, however, that at the time of, and after giving effect to,
any Restricted Payment permitted under clause (xv) or (xvi) of this paragraph
(b) (the "test date"), no Default shall have occurred and be continuing or would
occur as a consequence thereof; provided, further, that if the determination
that no Default shall have occurred and be continuing or would occur as a
consequence of such Restricted Payment is able to be made only after giving
effect to an exercise of the Cure Right to bring the Borrower into compliance
with the Financial Performance Covenant, then no Restricted Payment otherwise
permitted under clause (xv) or (xvi) of this paragraph (b) shall be made (1)
during the fiscal quarter in which the Cure Amount contributed in connection
therewith is received by the Borrower or (2) at any subsequent time if, as at
the test date in respect of such proposed Restricted Payment, the determination
that no Default shall have occurred and be continuing or would occur as a
consequence thereof is able to be made only after giving effect to the
contribution of such Cure Amount.

               (c) The Borrower shall not permit any Unrestricted Subsidiary to
          become a Restricted Subsidiary except pursuant to the penultimate
          paragraph of the definition of "Unrestricted



                                                                             109


          Subsidiary". For purposes of designating any Restricted Subsidiary as
          an Unrestricted Subsidiary, all outstanding Investments by the
          Borrower and the Restricted Subsidiaries (except to the extent repaid)
          in the subsidiary so designated shall be deemed to be Restricted
          Payments in an amount determined as set forth in the last sentence of
          the definition of "Investment". Such designation shall be permitted
          only if a Restricted Payment in such amount would be permitted at such
          time, whether pursuant to paragraph (a) of this Section 6.04 or under
          clauses (ix), (xiii) or (xviii) of paragraph (b) of this Section 6.04,
          or pursuant to the definition of "Permitted Investments", and if such
          subsidiary otherwise meets the definition of an "Unrestricted
          Subsidiary".

                    SECTION 6.05. Limitations on Transactions with Affiliates.
(a) The Borrower shall not, and shall not permit any Restricted Subsidiary 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 Holdings
(each of the foregoing, an "Affiliate Transaction") involving aggregate payments
or consideration in excess of $10,000,000, unless (i) such Affiliate Transaction
is on terms that are not materially less favorable to the Borrower or the
relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Borrower or such Restricted Subsidiary with an
unrelated Person and (ii) the Borrower delivers to the Agent with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate payments or consideration in excess of $30,000,000, a Board Resolution
adopted by the majority of the members of the Board of Directors of the Borrower
approving such Affiliate Transaction and set forth in an Officers' Certificate
certifying that such Affiliate Transaction complies with clause (i) above.

          (b) The limitations set forth in paragraph (a) of this Section 6.05
     shall not apply to:

               (i) transactions between or among Holdings, the Borrower or any
          of the Restricted Subsidiaries;

               (ii) Restricted Payments that are permitted by the provisions of
          Section 6.04 and the definition of "Permitted Investments";

               (iii) [Intentionally Omitted];

               (iv) the payment of reasonable and customary fees and other
          compensation paid to, and indemnities provided on behalf of, officers,
          directors, managers, employees or consultants of the Borrower, any of
          its direct or indirect parent companies or any Restricted Subsidiary;

               (v) payments by the Borrower or any Restricted Subsidiary to the
          Sponsor for any financial advisory, financing, underwriting or
          placement services or in respect of other investment banking
          activities, including in connection with acquisitions or divestitures,
          which payments are approved by a majority of the members of the Board
          of Directors of the Borrower in good faith;

               (vi) transactions in which the Borrower or any Restricted
          Subsidiary, as the case may be, delivers to the Agent a letter from an
          Independent Financial Advisor stating that such transaction is fair to
          the Borrower or such Restricted Subsidiary from a financial point of
          view or meets the requirements of clause (i) of paragraph (a) of this
          Section 6.05;



                                                                             110


               (vii) payments or loans (or cancellations of loans) to officers,
          managers, directors, consultants and employees of the Borrower, any of
          its direct or indirect parent companies or any Restricted Subsidiary
          and employment agreements, stock option plans and other compensatory
          or benefit arrangements with such officers, managers, directors,
          consultants and employees that are, in each case, approved by the
          Borrower in good faith;

               (viii) any agreement, instrument or arrangement as in effect as
          of the Closing Date, or any amendment thereto (so long as any such
          amendment is not disadvantageous to the Lenders when taken as a whole
          in any material respect as compared to the applicable agreement as in
          effect on the Closing Date as determined in good faith by the
          Borrower);

               (ix) the existence of, or the performance by the Borrower or any
          of the Restricted Subsidiaries of its obligations under the terms of,
          any stockholders agreement or its equivalent (including any
          registration rights agreement or purchase agreement related thereto)
          to which it is a party as of the Closing Date and any similar
          agreements which it may enter into thereafter; provided, however, that
          the existence of, or the performance by the Borrower or any Restricted
          Subsidiary of obligations under any future amendment to any such
          existing agreement or under any similar agreement entered into after
          the Closing Date shall only be permitted by this clause (ix) to the
          extent that the terms of any such existing agreement together with all
          amendments thereto, taken as a whole, or new agreement are not
          otherwise more disadvantageous to the Lenders when taken as a whole in
          any material respect than the terms of the original agreement in
          effect on the Closing Date as determined in good faith by the
          Borrower;

               (x) the Transactions and the payment of all premiums, fees and
          expenses related to the Transactions as disclosed in the offering
          circular relating to the Senior Notes;

               (xi) transactions with customers, clients, suppliers, or
          purchasers or sellers of goods or services, in each case in the
          ordinary course of business and otherwise in compliance with the terms
          of this Agreement that are fair to the Borrower and the Restricted
          Subsidiaries, in the good faith determination of the Board of
          Directors or the senior management of the Borrower, or are on terms at
          least as favorable as might reasonably have been obtained at such time
          from an unaffiliated party;

               (xii) the issuance or transfer of Equity Interests (other than
          Disqualified Stock) of the Borrower to any Permitted Holder or to any
          director, manager, officer, employee or consultant of the Borrower,
          its subsidiaries or any direct or indirect parent company thereof (or
          their estates, spouses or former spouses);

               (xiii) sales or repurchases of accounts receivable, payment
          intangibles and related assets or participations therein, in
          connection with, or any other transactions relating to, any
          Receivables Facility;

               (xiv) investments by the Sponsor in securities of the Borrower or
          any of its Restricted Subsidiaries so long as (A) the investment is
          being offered generally to other investors on the same or more
          favorable terms and (B) the investment constitutes less than 5% of the
          proposed or outstanding issue amount of such class of securities;

               (xv) any transaction pursuant to which Parent or any of its
          Affiliates provides the Borrower and/or its Restricted Subsidiaries,
          at their request and at the cost to Parent, with services, including
          services to be purchased from third-party providers, such as legal and



                                                                             111


          accounting, tax, consulting, financial advisory, corporate governance,
          insurance coverage and other services;

               (xvi) the issuance of Qualified Affiliate Debt and the
          transactions in connection therewith;

               (xvii) any transaction contemplated by Section 6.04(b)(x), (xvi)
          or (xvii);

               (xviii) any transaction with an Affiliate in which the
          consideration paid by Holdings, the Borrower or any Restricted
          Subsidiary consists only of Equity Interests of Holdings;

               (xix) any merger, consolidation or reorganization of Holdings
          with an Affiliate of Holdings solely for the purpose of (a)
          reorganizing to facilitate an initial public offering of securities of
          Holdings or a direct or indirect parent of Holdings, (b) forming or
          collapsing a holding company structure or (c) reincorporating Holdings
          in a new jurisdiction;

               (xx) any merger, consolidation or reorganization of the Borrower
          with an Affiliate of the Borrower solely for the purpose of
          reincorporating the Borrower in a new jurisdiction;

               (xxi) payments to or from, and transactions with, any joint
          venture in the ordinary course of business; and

               (xxii) transactions pursuant to any registration rights
          agreements with the stockholders of Holdings or any direct or indirect
          parent of Holdings on customary terms.

                    SECTION 6.06. Limitations on Asset Sales. (a) The Borrower
shall not, and the Borrower shall not permit any Restricted Subsidiary to,
cause, make or suffer to exist an Asset Sale of any Collateral, unless:

          (i) the Borrower or such Restricted Subsidiary, as the case may be,
     receives consideration at the time of such Asset Sale at least equal to the
     fair market value (as determined in good faith by the Borrower) of the
     assets sold or otherwise disposed of;

          (ii) except in the case of a Permitted Asset Swap, at least 75% of the
     consideration therefor received by the Borrower or such Restricted
     Subsidiary, as the case may be, is in the form of cash or Cash Equivalents
     (provided that the amount of (A) any liabilities (as shown on the
     Borrower's or such Restricted Subsidiary's most recent internal balance
     sheet or in the notes thereto) of the Borrower or such Restricted
     Subsidiary, other than liabilities that are by their terms subordinated to
     the Obligations, that are assumed by the transferee of any such assets (or
     a third party on behalf of the transferee) and for which the Borrower or
     such Restricted Subsidiary has been validly released by all creditors in
     writing, (B) any securities, notes or other obligations or assets received
     by the Borrower or such Restricted Subsidiary from such transferee that are
     converted by the Borrower or such Restricted Subsidiary into cash (to the
     extent of the cash received) within 180 days following the closing of such
     Asset Sale and (C) any Designated Noncash Consideration received by the
     Borrower or such Restricted Subsidiary in such Asset Sale having an
     aggregate fair market value, taken together with all other Designated
     Noncash Consideration received pursuant to this clause (C) that is at that
     time outstanding, not to exceed the greater of (I) $125,000,000 and (II)
     1.75% of Total Assets at the time of the receipt of such Designated Noncash
     Consideration, with the fair market value of each item of Designated
     Noncash Consideration being measured at the time received and without
     giving effect to



                                                                             112


     subsequent changes in value, shall be deemed to be cash for purposes of
     this provision and for no other purpose); and

          (iii) an amount equal to 100% of the Net Proceeds of such Asset Sale
     (less, in the case of the sale of Capital Stock of a Person, the amount
     allocable to the inventory and related assets of such Person, as determined
     by the Borrower in good faith) is paid directly by the purchaser thereof to
     the Agent to be held in trust for application in accordance with Section
     2.20 (including paragraph (g) thereof); provided, however, that this clause
     (iii) shall not apply to any Excess Designated Proceeds.

          (b) The Borrower shall not, and shall not permit any Restricted
Subsidiary to, cause, make or suffer to exist an Asset Sale that is not an Asset
Sale of Collateral, unless:

          (i) the Borrower or such Restricted Subsidiary, as the case may be,
     receives consideration at the time of such Asset Sale at least equal to the
     fair market value (as determined in good faith by the Borrower) of the
     assets sold or otherwise disposed of;

          (ii) except in the case of a Permitted Asset Swap, at least 75% of the
     consideration therefor received by the Borrower or such Restricted
     Subsidiary, as the case may be, is in the form of cash or Cash Equivalents
     (provided that the amount of (A) any liabilities (as shown on the
     Borrower's or such Restricted Subsidiary's most recent internal balance
     sheet or in the notes thereto) of the Borrower or such Restricted
     Subsidiary, other than liabilities that are by their terms subordinated to
     the Obligations, that are assumed by the transferee of any such assets (or
     a third party on behalf of the transferee) and for which the Borrower or
     such Restricted Subsidiary has been validly released by all creditors in
     writing, (B) any securities, notes or other obligations or assets received
     by the Borrower or such Restricted Subsidiary from such transferee that are
     converted by the Borrower or such Restricted Subsidiary into cash (to the
     extent of the cash received) within 180 days following the closing of such
     Asset Sale and (C) any Designated Noncash Consideration received by the
     Borrower or such Restricted Subsidiary in such Asset Sale having an
     aggregate fair market value, taken together with all other Designated
     Noncash Consideration received pursuant to this clause (C) that is at that
     time outstanding, not to exceed the greater of (I) $125,000,000 and (II)
     1.75% of Total Assets at the time of the receipt of such Designated Noncash
     Consideration, with the fair market value of each item of Designated
     Noncash Consideration being measured at the time received and without
     giving effect to subsequent changes in value, shall be deemed to be cash
     for purposes of this provision and for no other purpose); and

          (iii) the Net Proceeds of such Asset Sale are applied in accordance
     with Section 2.20 (including paragraph (g) thereof); provided, however,
     that this clause (iii) shall not apply to any Excess Designated Proceeds.

                    SECTION 6.07. Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. (a) Each of Holdings and the Borrower shall
not, and the Borrower shall not permit any Restricted Subsidiary that is not a
Subsidiary Guarantor to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or consensual
restriction on the ability of any such Restricted Subsidiary to:

               (i) (A) pay dividends or make any other distributions to the
          Borrower or any Restricted Subsidiary on its Capital Stock or with
          respect to any other interest or participation in, or measured by, its
          profits, or (B) pay any Indebtedness owed to the Borrower or any
          Restricted Subsidiary;



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               (ii) make loans or advances to the Borrower or any Restricted
          Subsidiary; or

               (iii) sell, lease or transfer any of its properties or assets to
          the Borrower or any Restricted Subsidiary.

          (b) The limitations set forth in paragraph (a) of this Section 6.07
     shall not apply (in each case) to such encumbrances or restrictions
     existing under or by reason of:

               (i) contractual encumbrances or restrictions in effect on the
          Closing Date, including pursuant to the Loan Documents and the related
          documentation and Hedging Obligations;

               (ii) the Senior Note Documents and the Senior Notes and the
          subsidiary guarantees of the Senior Notes issued thereunder or the
          Collateral Documents;

               (iii) purchase money obligations for property acquired in the
          ordinary course of business and Capitalized Lease Obligations that
          impose restrictions of the nature discussed in clause (iii) of
          paragraph (a) of this Section 6.07 on the property so acquired;

               (iv) applicable law or any applicable rule, regulation or order;

               (v) any agreement or other instrument of a Person acquired by the
          Borrower or any Restricted Subsidiary in existence at the time of such
          acquisition (but not created in connection therewith or in
          contemplation thereof), 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;

               (vi) contracts for the sale of assets, including customary
          restrictions with respect to a subsidiary pursuant to an agreement
          that has been entered into for the sale or disposition of all or
          substantially all of the Capital Stock or assets of such subsidiary;

               (vii) Secured Indebtedness otherwise permitted to be incurred
          pursuant to Sections 6.01 and 6.02 that limit the right of the debtor
          to transfer or dispose of the assets securing such Indebtedness;

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

               (ix) other Indebtedness, Disqualified Stock or Preferred Stock of
          Restricted Subsidiaries permitted to be incurred after the Closing
          Date pursuant to Section 6.01;

               (x) customary provisions in joint venture agreements and other
          similar agreements;

               (xi) customary provisions contained in leases and other
          agreements entered into in the ordinary course of business;

               (xii) restrictions created in connection with any Receivables
          Facility; provided that in the case of Receivables Facilities
          established after the Closing Date, such restrictions are necessary or
          advisable, in the good faith determination of the Borrower, to effect
          such Receivables Facility;



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               (xiii) restrictions or conditions contained in any trading,
          netting, operating, construction, service, supply, purchase or other
          agreement to which the Borrower or any of its Restricted Subsidiaries
          is a party entered into in the ordinary course of business; provided
          that such agreement prohibits the encumbrance of solely the property
          or assets of the Borrower or such Restricted Subsidiary that are the
          subject of such agreement, the payment rights arising thereunder or
          the proceeds thereof and does not extend to any other asset or
          property of the Borrower or such Restricted Subsidiary or the assets
          or property of any other Restricted Subsidiary; and

               (xiv) any encumbrances or restrictions of the type referred to in
          clauses (i), (ii) and (iii) of paragraph (a) of this Section 6.07
          imposed by any amendments, modifications, restatements, renewals,
          increases, supplements, refundings, replacements or refinancings of
          the contracts, instruments or obligations referred to in clauses (i)
          through (xiii) of this paragraph (b); provided that such amendments,
          modifications, restatements, renewals, increases, supplements,
          refundings, replacements or refinancings are, in the good faith
          judgment of the Borrower, not materially more restrictive with respect
          to such encumbrance and other restrictions than those prior to such
          amendment, modification, restatement, renewal, increase, supplement,
          refunding, replacement or refinancing; provided, further, that with
          respect to contracts, instruments or obligations existing on the
          Closing Date, any amendments, modifications, restatements, renewals,
          increases, supplements, refundings, replacements or refinancings are
          in the good faith judgment of the Borrower not materially more
          restrictive with respect to such encumbrances and other restrictions
          than those contained in such contracts, instruments or obligations as
          in effect on the Closing Date.

                    SECTION 6.08. Limitations on Guarantees of Indebtedness by
Restricted Subsidiaries. The Borrower will not permit any of its Wholly-Owned
Subsidiaries that are Restricted Subsidiaries (or any non-Wholly-Owned
Subsidiary that guarantees other capital markets debt securities), other than a
Subsidiary Guarantor or a Foreign Subsidiary, to guarantee the payment of any
Indebtedness of the Borrower or any other Subsidiary Guarantor unless:

          (a) such Restricted Subsidiary within thirty (30) days (or such longer
     period as the Agent may agree) executes and delivers a document making such
     Restricted Subsidiary a party under the Guarantee and Collateral Agreement,
     except that with respect to a guarantee of Indebtedness of the Borrower or
     any Subsidiary Guarantor that is by its express terms subordinated in right
     of payment to the Obligations of such Restricted Subsidiary under this
     Agreement and the Guarantee and Collateral Agreement, any such guarantee by
     such Restricted Subsidiary with respect to such Indebtedness shall be
     subordinated in right of payment to the guarantee granted under the
     Guarantee and Collateral Agreement substantially to the same extent as such
     Indebtedness is subordinated to the Obligations;

          (b) such Restricted Subsidiary waives and will not in any manner
     whatsoever claim or take the benefit or advantage of, any rights of
     reimbursement, indemnity or subrogation or any other rights against the
     Borrower or any other Restricted Subsidiary as a result of any payment by
     such Restricted Subsidiary under the Guarantee and Collateral Agreement
     prior to payment in full of the Obligations (other than contingent expense
     and indemnification obligations); and

          (c) such Restricted Subsidiary shall promptly deliver to the Agent an
     opinion of counsel to the effect that (i) the document making such
     subsidiary party to the Guarantee and Collateral Agreement has been duly
     executed and authorized and (ii) such document constitutes a valid, binding
     and enforceable obligation of such Restricted Subsidiary, except insofar as
     enforcement thereof may be limited by bankruptcy, insolvency or similar
     laws



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     (including all laws relating to fraudulent transfers) and except insofar as
     enforcement thereof is subject to general principles of equity and other
     exceptions reasonably acceptable to the Agent;

provided that this Section 6.08 shall not be applicable to (x) any guarantee of
any Restricted Subsidiary that existed at the time such Person became a
Restricted Subsidiary and was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary or (y) any
guarantee of any Restricted Subsidiary that was incurred at the time such Person
became a Restricted Subsidiary, in connection with Indebtedness that (A) existed
at such time or the proceeds of which were used to make such acquisition and (B)
that is permitted to be secured by clause (r), (bb) or (cc) of the definition of
Permitted Liens or clause (q) of the definition of Permitted Liens (but only to
the extent relating to the refinancing, refunding, extension, renewal or
replacement of the Liens permitted under any of the foregoing clauses).

                    SECTION 6.09. Limitations on Sale and Lease-Back
Transactions. Each of Holdings and the Borrower will not, and the Borrower will
not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back
Transaction with respect to any property unless:

               (a) the Borrower or such Restricted Subsidiary would be entitled
          to (i) incur Indebtedness in an amount equal to the Attributable Debt
          with respect to such Sale and Lease-Back Transaction pursuant to
          Section 6.01 and (ii) create a Lien on such property securing such
          Attributable Debt without securing the Obligations pursuant to Section
          6.02; and

               (b) the consideration received by the Borrower or any Restricted
          Subsidiary in connection with such Sale and Lease-Back Transaction is
          in an amount not less than 80% of the fair market value (as determined
          in good faith by the Borrower) of such property.

                    SECTION 6.10. Consolidated Leverage Ratio. Solely for the
purpose of inducing the Revolving Credit Lenders to provide the Revolving Credit
Commitments and make Revolving Loans hereunder, the Swingline Lender to provide
the Swingline Commitment and make Swingline Loans hereunder and the Issuing Bank
to issue Letters of Credit hereunder, the Borrower will not permit the
Consolidated Leverage Ratio of the Borrower and the Restricted Subsidiaries as
of the end of each of the fiscal quarters set forth below to be greater than the
ratio set forth opposite such period below:

                        Period                              Ratio
- ------------------------------------------------------   -----------
Last day of the first full fiscal quarter ending on or
after the Closing Date and the next seven fiscal
quarters thereafter                                      6.00 to 1.0
Next four fiscal quarters thereafter                     5.75 to 1.0
Next four fiscal quarters thereafter                     5.50 to 1.0
Thereafter                                               5.25 to 1.0

                    SECTION 6.11. Amendments to Other Indebtedness and
Agreements. The Borrower shall not permit any waiver, supplement, modification
or amendment of any indenture, instrument or agreement pursuant to which any
Indebtedness of Holdings, the Borrower or any of the Restricted Subsidiaries
incurred under clause (xv) or subclause (B) of the proviso to clause (xvi) of



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Section 6.01(b) is outstanding if the effect of such waiver, supplement,
modification or amendment would alter the maturity, Weighted Average Life to
Maturity, or subordination terms (if any) such that such Indebtedness, as so
altered, would not have been permitted to have been incurred under such
applicable provision of Section 6.01(b).

                    SECTION 6.12. Security Interest. Subject to the rights of
the holders of Permitted Liens and except as permitted by this Agreement or the
Loan Documents, the Borrower shall not, and shall not permit any of its
Restricted Subsidiaries to, take or knowingly or negligently omit to take, any
action which action or omission would reasonably be expected to have the result
of materially impairing the validity or the perfection of the security interest
with respect to the Collateral for the benefit of the Secured Parties.

                    SECTION 6.13. Business of Borrower and Restricted
Subsidiaries; Holding Company. (a) The Borrower will not, and will not permit
any Restricted Subsidiary to, engage to any material extent in any material line
of business substantially different from those lines of business conducted by
the Borrower and the Restricted Subsidiaries on the Closing Date or any Similar
Business.

               (b) Holdings will not (i) engage in any business activities or
          consensually incur any liabilities other than (w) its ownership of the
          Equity Interests in the Borrower and liabilities incidental thereto,
          including its liabilities pursuant to the Loan Documents and the
          Senior Notes Documents and guarantees of other permitted Indebtedness,
          (x) receiving Restricted Payments and Investments and making
          Restricted Payments or Investments in the Borrower, in each case as
          permitted hereunder, (y) participating in tax, accounting and other
          administrative activities as part of the consolidated group of the
          Borrower and (z) any activities incidental or ancillary to the
          foregoing clauses (w) through (y), or (ii) fail to hold itself out to
          the public as a legal entity separate and distinct from all other
          Persons.

                                  ARTICLE VII

                                Events of Default

                    SECTION 7.01. Events of Default. If any of the following
events ("Events of Default") shall occur at any time from or after the Closing
Date:

               (a) the Co-Borrowers shall fail to pay any principal of any Loan
          or the reimbursement with respect to any L/C Disbursement when and as
          the same shall become due and payable, whether at the due date thereof
          or at a date fixed for prepayment thereof or by acceleration thereof
          or otherwise;

               (b) the Co-Borrowers shall fail to pay any interest on any Loan
          or L/C Disbursement or any fee or any other amount (other than an
          amount referred to in clause (a) of this Article) payable under this
          Agreement or any other Loan Document, when and as the same shall
          become due and payable, and such failure shall continue unremedied for
          a period of thirty (30) days;

               (c) any representation or warranty made or deemed made by or on
          behalf of any Loan Party herein or in any other Loan Document or any
          amendment or modification thereof or waiver thereunder, or in any
          report or other certificate, financial statement or other document
          furnished pursuant to or in connection with this Agreement or any Loan
          Document, shall prove to have been materially incorrect when made or
          deemed made; provided that, for the avoidance



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          of doubt, it shall not be considered a Default or an Event of Default
          if on the Closing Date there has been a breach of any of the following
          representations: Section 3.04, 3.05, 3.06, 3.07, 3.09, 3.10, 3.11,
          3.12, 3.13, 3.14, 3.15, 3.17 or 3.19 of this Agreement or any
          representation in any other Loan Document;

               (d) failure by Holdings, the Borrower or any Subsidiary Guarantor
          for sixty (60) days after receipt of written notice given by the Agent
          or the Required Lenders to comply with any of its other agreements
          (other than those set forth in Sections 6.10 or Section 7.01(l)) in
          this Agreement or any Loan Document;

               (e) (i) any Loan Party shall fail to make any payment beyond the
          applicable grace period (whether by scheduled maturity, required
          prepayment, acceleration, demand or otherwise) with respect to any
          Material Indebtedness, or (ii) any event or condition occurs (other
          than with respect to Material Indebtedness constituting Hedging
          Obligations, termination events or equivalent events pursuant to the
          terms of the related Hedge Agreements in accordance with the terms
          thereof and not as a result of any default thereunder by any Loan
          Party) that results in any Material Indebtedness becoming due prior to
          its scheduled maturity or that enables or permits (with the giving of
          notice, if required) the holder or holders of any such Material
          Indebtedness or any trustee or agent on its or their behalf to cause
          any such Material Indebtedness to become due, or to require the
          prepayment, repurchase, redemption or defeasance thereof, prior to its
          scheduled maturity; provided that this paragraph (e) shall not apply
          to Indebtedness that becomes due as a result of a change of control or
          the voluntary sale or transfer of the property or assets if such sale
          or transfer is permitted hereunder and under the documents providing
          for such Indebtedness;

               (f) an involuntary proceeding shall be commenced or an
          involuntary petition shall be filed seeking (i) liquidation,
          reorganization or other relief in respect of Holdings, the Borrower or
          any Significant Subsidiary (or any group of Subsidiaries that together
          would constitute a Significant Subsidiary) or its debts, or of a
          substantial part of its assets, under any Federal, state or foreign
          bankruptcy, insolvency, receivership or similar law now or hereafter
          in effect or (ii) the appointment of a receiver, trustee, custodian,
          sequestrator, conservator or similar official for Holdings, the
          Borrower or any Significant Subsidiary (or any group of Subsidiaries
          that together would constitute a Significant Subsidiary) or for a
          substantial part of its assets, and, in any such case of clause (i) or
          (ii), such proceeding or petition shall continue undismissed and
          unstayed for sixty (60) days or an order or decree approving or
          ordering any of the foregoing shall be entered;

               (g) Holdings, the Borrower or any Significant Subsidiary (or any
          group of Subsidiaries that together would constitute a Significant
          Subsidiary) shall (i) voluntarily commence any proceeding or file any
          petition seeking liquidation, reorganization or other relief under any
          Federal, state or foreign bankruptcy, insolvency, receivership or
          similar law now or hereafter in effect, (ii) consent to the
          institution of, or fail to contest in a timely and appropriate manner,
          any proceeding or petition described in clause (f) of this Article,
          (iii) apply for or consent to the appointment of a receiver, trustee,
          custodian, sequestrator, conservator or similar official for Holdings,
          the Borrower or any Significant Subsidiary (or any group of
          Subsidiaries that together would constitute a Significant Subsidiary)
          or for a substantial part of its assets, (iv) file an answer admitting
          the material allegations of a petition filed against it in any such
          proceeding or (v) make a general assignment for the benefit of
          creditors;

               (h) failure by Holdings, the Borrower or any Significant
          Subsidiary (or any group of Subsidiaries that together would
          constitute a Significant Subsidiary) to pay final judgments



                                                                             118


          aggregating in excess of $35,000,000 and not covered by insurance,
          which final judgments remain unpaid, undischarged and unstayed for a
          period of more than sixty (60) days after such judgment becomes final,
          and in the event such judgment is covered by insurance, an enforcement
          proceeding has been commenced by any creditor upon such judgment or
          decree which is not promptly stayed;

               (i) an ERISA Event shall have occurred that, when taken together
          with all other such ERISA Events, could reasonably be expected to
          result in a Material Adverse Effect;

               (j) the guarantee of any Significant Subsidiary (or any group of
          Subsidiaries that together would constitute a Significant Subsidiary)
          or Holdings under the Guarantee and Collateral Agreement shall for any
          reason cease to be in full force and effect or be declared null and
          void or any Responsible Officer of any Subsidiary Guarantor that is a
          Significant Subsidiary (or the Responsible Officers of any group of
          Subsidiaries that together would constitute a Significant Subsidiary)
          or Holdings, as the case may be, denies that it has any further
          liability under the Guarantee and Collateral Agreement or gives notice
          to such effect, other than by reason of the termination of such
          guarantee, this Agreement or the Guarantee and Collateral Agreement in
          accordance with this Agreement or the Guarantee and Collateral
          Agreement;

               (k) except to the extent the Collateral subject thereto has been
          released from the Liens in accordance with the provisions of the
          Collateral Documents, any Collateral Document shall for any reason
          cease to be in full force and effect or the assertion by Holdings, the
          Borrower or any Restricted Subsidiary, in any pleading in any court of
          competent jurisdiction, that any security interest thereunder is
          invalid or unenforceable and, in the case of any such Restricted
          Subsidiary, the failure by the Borrower to cause such Restricted
          Subsidiary to rescind such assertions within thirty (30) days after
          the Borrower has actual knowledge of such assertions;

               (l) the failure by Holdings, the Borrower or any Restricted
          Subsidiary to comply for sixty (60) days after receipt of written
          notice given by the Agent or the Required Lenders with its other
          agreements contained in the Collateral Documents, except for a failure
          that would not materially affect the value of the Collateral, or the
          remedies with respect thereto, in each case taken as a whole; or

               (m) solely with respect to the Revolving Credit Lenders, the
          Swingline Lender and the Issuing Bank, and only so long as the
          Revolving Credit Commitments shall not have been terminated in
          accordance with Section 2.06, the failure by the Borrower to comply
          with the covenant set forth in Section 6.10;

then, and in every such event (other than an event with respect to any Loan
Party described in clause (f), (g) or (m) of this Section 7.01), and at any time
thereafter during the continuance of such event or upon the Agent taking of any
of the actions described in the last proviso of this paragraph, either or both
of the following actions may be taken, at the same or different times: (i) the
Agent may, and at the request of the Required Revolving Lenders shall, by notice
to the Borrower, terminate forthwith the Revolving Credit Commitments and the
Swingline Commitment and (ii) the Agent may, and at the request of the Required
Lenders shall, by notice to the Borrower declare the Loans then outstanding to
be due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; provided that upon the
occurrence of an event with respect to any Loan Party described in clause (f) or
(g) of this Article, the Revolving Credit



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Commitments and the Swingline Commitment shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower,
without further action of the Agent or any Lender; and provided, further, that
upon the occurrence of an event described in clause (m) of this Section 7.01,
and at any time thereafter during the continuance of such event, the Agent, only
at the direction of or with the consent of Required Revolving Lenders, shall, by
notice to the Borrower, take any of the following actions, at the same or
different times: (x) terminate the Revolving Credit Commitments, the L/C
Commitment and the Swingline Commitment, and thereupon the Revolving Credit
Commitments, the L/C Commitment and the Swingline Commitment shall terminate
immediately and (y) declare the Revolving Loans and Swingline Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Revolving Loans and
Swingline Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations relating thereto of the
Borrower accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower. Upon the occurrence and during the continuance of
an Event of Default, the Agent may, and at the request of the Required Lenders
(or in the event of any Event of Default specified in clause (m) of the
preceding paragraph, Required Revolving Lenders) shall, exercise any rights and
remedies provided to the Agent under the Loan Documents (including Section
2.23(j) with respect to any L/C Exposure) or at law or equity, including all
remedies provided under the UCC.

          In the event of any Event of Default specified in clause (e) of the
preceding paragraph of this Article, such Event of Default and all consequences
thereof (excluding any resulting payment default) shall be annulled, waived and
rescinded automatically and without any action by the Agent or the Lenders if,
within twenty (20) days after such Event of Default arose, (i) the Indebtedness
or guarantee that is the basis for such Event of Default has been discharged,
(ii) the holders thereof have rescinded or waived the acceleration, notice or
action (as the case may be) giving rise to such Event of Default or (iii) the
default that is the basis for such Event of Default has been cured.

                    SECTION 7.02. Right to Cure. Notwithstanding anything to the
contrary contained in Section 7.01, in the event that the Borrower would
otherwise fail to comply with the requirements of the Financial Performance
Covenant, until the expiration of the tenth Business Day subsequent to the date
the certificate calculating the Financial Performance Covenant is required to be
delivered pursuant to Section 5.01(c), the Borrower shall have the right to
issue Permitted Cure Securities (as defined below) for cash or otherwise receive
cash contributions to the capital of the Borrower (the "Cure Right"), and upon
the receipt by Borrower of such cash (the "Cure Amount") pursuant to the
exercise of such Cure Right, the Financial Performance Covenant shall be
recalculated giving effect to the following pro forma adjustments:

          (i) EBITDA shall be increased, solely for the purpose of measuring the
Financial Performance Covenant at the end of such fiscal quarter and applicable
subsequent periods and not for any other purpose under this Agreement, by an
amount equal to the Cure Amount; and

          (ii) if, after giving effect to the foregoing recalculations, the
Borrower shall then be in compliance with the requirements of the Financial
Performance Covenant, the Borrower shall be deemed to have satisfied the
requirements of the Financial Performance Covenant as of the relevant date of
determination with the same effect as though there had been no failure to comply
therewith at such date, and the applicable breach or default of the Financial
Performance Covenant that had occurred shall be deemed cured for purposes of
this Agreement, except to the extent provided in the proviso at the end of
Section 6.04(b).



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          Notwithstanding anything herein to the contrary, (i) in each four
fiscal quarter period there shall be at least two fiscal quarters with respect
to which the Cure Right is not exercised and (ii) for purposes of this Article
VII, the Cure Amount shall be no greater than the amount required for purposes
of complying with the Financial Performance Covenant.

          As used in this Section 7.02, the term "Permitted Cure Securities"
shall mean an equity security of the Borrower issued to Holdings having no
mandatory redemption, repurchase, repayment or similar requirements prior to the
six-month anniversary of the Term Loan Maturity Date and upon which all
dividends or distributions, at the election of the Borrower, may be payable in
additional shares of such equity security. Notwithstanding the preceding
sentence, any equity security that would fall outside the definition of
"Permitted Cure Security" solely because the holders of such equity security
have the right to require the Borrower to redeem such equity security upon the
occurrence of a change in control will constitute Permitted Cure Securities if
the terms of such equity securities provide that the Borrower may only redeem
such equity security if and to the extent that any Loans tendered pursuant to
Section 2.19 in connection with the change of control were prepaid.

                                  ARTICLE VIII

                                    The Agent

          Each of the Lenders and each Issuing Bank hereby irrevocably appoints
the Agent as its agent and authorizes the Agent to take such actions on its
behalf, including execution of the other Loan Documents, and to exercise such
powers as are delegated to the Agent by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto.

          The bank serving as the 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 the Agent, and such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
the Loan Parties or any subsidiary of a Loan Party or other Affiliate thereof as
if it were not the Agent hereunder.

          The Agent shall not have any duties or obligations except those
expressly set forth in the Loan Documents. Without limiting the generality of
the foregoing, (a) the Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) the Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that the Agent is required to
exercise in writing as directed by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02 or elsewhere in this Agreement), and (c) except as
expressly set forth in the Loan Documents, the Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to any Loan Party or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Agent or any of its Affiliates in any capacity.
The Agent shall not be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02 or elsewhere in this Agreement) or in the absence of
its own gross negligence or willful misconduct. The Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Agent by the Borrower or a Lender, and the Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or in
connection with any Loan Document, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth in any Loan
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enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, (v) the creation, perfection or priority of
Liens on the Collateral or the existence of the Collateral, or (vi) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Agent.

          The 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 believed by it to be genuine
and to have been signed or sent by the proper Person. The Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying
thereon. The Agent may consult with legal counsel (who may be counsel for the
Borrower), 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.

          The Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the Agent. The
Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of the 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.

          Subject to the appointment and acceptance of a successor Agent as
provided in this paragraph, each Agent may resign at any time by notifying the
Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the
Required Lenders shall have the right, with the consent (not to be unreasonably
withheld or delayed) of the Borrower, to appoint a successor; provided that
during the existence and continuance of an Event of Default no such consent of
the Borrower shall be required. If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within thirty (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 which shall be a bank with an office in New York, New York, or an
Affiliate of any such bank reasonably acceptable to the Borrower. Upon the
acceptance of its appointment as Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations hereunder. The fees payable by the Borrower to a
successor Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After an Agent's
resignation hereunder, the provisions of this Article and Section 9.03 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 acting as Agent. In addition, notwithstanding the
effectiveness of a resignation by the Agent hereunder, (a) the retiring Agent
may, in its sole discretion, continue to provide the services of the Agent
solely with respect to administering, collecting and delivering any payments of
principal, interest, fees, premium or other amounts in respect of the Loans and
maintaining the books and records relating thereto (such Agent acting in such
capacity, the "Paying Agent"), (b) the term "Agent" when used in connection with
any such functions shall be deemed to mean such retiring Agent in its capacity
as the Paying Agent and (c) such retiring Agent shall, in its capacity as the
Paying Agent, continue to be vested with and enjoy all of the rights and
benefits of an Agent hereunder.

          Each Lender acknowledges that it has, independently and without
reliance upon the 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 also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall from time to time deem
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decisions in taking or not taking action under or based upon this Agreement, any
other Loan Document or related agreement or any document furnished hereunder or
thereunder.

          The co-arrangers, joint bookrunners, co-syndication agents and the
documentation agent shall not have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such.

          To the extent required by any applicable law, the Agent may withhold
from any interest payment to any Lender an amount equivalent to any applicable
withholding tax. If the Internal Revenue Service or any other Governmental
Authority asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender because the appropriate form
was not delivered or was not properly executed or because such Lender failed to
notify the Agent of a change in circumstance which rendered the exemption from,
or reduction of, withholding tax ineffective or for any other reason, such
Lender shall indemnify the Agent fully for all amounts paid, directly or
indirectly, by the Agent as tax or otherwise, including any penalties or
interest and together with all expenses (including legal expenses, allocated
internal costs and out-of-pocket expenses) incurred.

                                   ARTICLE IX

                                  Miscellaneous

                    SECTION 9.01. Notices. (a) Except in the case of notices and
other communications expressly permitted to be given by telephone (and subject
to 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 facsimile, as
follows:

               (i) if to any Loan Party, to the Borrower at:

                    10931 Laureate Drive
                    San Antonio, TX 78249
                    Attention: Chief Financial Officer
                    Telephone No: (210) 697-1208
                    Facsimile No: (210) 558-5254

                    With a copy to:

                    M&F Worldwide Corp.
                    35 East 62nd Street
                    New York, NY 10021
                    Attention: Barry F. Schwartz, Esq.
                    Telephone No: (212) 572-5170
                    Facsimile No: (212) 572-5056

               (ii) if to the Agent, to Credit Suisse at:

                    Eleven Madison Avenue
                    New York, NY 10010
                    Primary Contact: Kellyn McLamb
                    Telephone No: (919) 994-6373
                    Facsimile No: (212) 322-2291
                    Secondary Contact: Sarah Ragle



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                    Telephone No: (919) 994-6289
                    Facsimile No: (212) 322-2291

               (iii) if to any other Lender, to it at its address or facsimile
          number set forth in its Administrative Questionnaire;

          provided that, upon receipt of prior consent from the Agent, any
          notice delivered by the Borrower pursuant to Article II may be
          delivered via email (to be promptly confirmed by written or fax
          notice).

All such notices and other communications (i) sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been
given when received or (ii) sent by facsimile shall be deemed to have been given
when sent and when receipt has been confirmed by telephone, provided 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 such paragraph
(b).

          (b) Notices and other communications to the Agent, each Issuing Bank
     and the Lenders hereunder may be delivered or furnished by electronic
     communications (including e-mail and internet or intranet websites)
     pursuant to procedures approved by the Agent; provided that the foregoing
     shall not apply to notices pursuant to Article II or to compliance and no
     Event of Default certificates delivered pursuant to Section 5.01(c) unless
     otherwise agreed by the Agent and the applicable Lender. The Agent or the
     Borrower (on behalf of the Loan Parties) may, in its discretion, agree to
     accept notices and other communications to it hereunder by electronic
     communications pursuant to procedures approved by it; provided that
     approval of such procedures may be limited to particular notices or
     communications. All such notices and other communications (i) 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 not given during the normal business
     hours of the recipient, such notice or communication shall be deemed to
     have been given at the opening of business on the next Business Day for the
     recipient, and (ii) 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 (b)(i) of notification
     that such notice or communication is available and identifying the website
     address therefor.

          (c) Any party hereto may change its address or facsimile number for
     notices and other communications hereunder by notice to the other parties
     hereto.

                    SECTION 9.02. Waivers; Amendments. (a) No failure or delay
by the Agent, any Lender or the Issuing Bank 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 the Agent, the Issuing Bank and the
Lenders hereunder and under any other Loan Document 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 9.02, and then such waiver or



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consent shall be effective only in the specific instance and for the purpose for
which given. Without limiting the generality of the foregoing, to the extent
permitted by law, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Agent or any Lender may have had notice or
knowledge of such Default at the time.

          (b) Neither this Agreement nor any other Loan Document nor any
     provision hereof or thereof may be waived, amended or modified except (i)
     (x) in the case of this Agreement (except as provided in clause (i)(y) of
     this Section 9.02(b) or in Section 9.02(h)), pursuant to an agreement or
     agreements in writing entered into by the Borrower and the Required
     Lenders, provided that the Borrower and the Agent (without the consent of
     any Lender) may enter into an amendment to effect the provisions of Section
     2.24 upon the effectiveness of any Incremental Facility Joinder Agreement
     and (y) in the case of Sections 2.01, 2.02, 2.03, 2.04, 2.06, 2.08 and
     2.09(a) (in each case, to the extent they relate solely to the Revolving
     Credit, Swingline and/or L/C Commitments and/or the Revolving Credit
     Exposures) and Sections 2.10 (a) and (c), 2.22, 2.23, 4.01, 6.10 and 7.02
     of this Agreement, and the definitions used in any of such Sections solely
     to the extent of their use therein, pursuant to an agreement or agreements
     in writing entered into by the Borrower and Revolving Credit Lenders having
     Revolving Loans (excluding Swingline Loans), L/C Exposure, Swingline
     Exposure and unused Revolving Credit Commitments representing more than 50%
     of the sum of all Revolving Loans outstanding (excluding Swingline Loans),
     L/C Exposure, Swingline Exposure and unused Revolving Credit Commitments at
     such time (the "Required Revolving Lenders") or, (ii) in the case of any
     other Loan Document (other than any such amendment to effectuate any
     modification thereto expressly contemplated by the terms of such other Loan
     Documents and except as provided in Section 9.02(h)), pursuant to an
     agreement or agreements in writing entered into by the Agent and the Loan
     Party or Loan Parties that are parties thereto, with the consent of
     Required Lenders; provided that no such agreement shall (A) increase the
     Commitment of any Lender without the written consent of such Lender; it
     being understood that a waiver of any condition precedent set forth in
     Article IV or the waiver of any Default or mandatory prepayment shall not
     constitute an increase of any Commitment of any Lender, (B) reduce or
     forgive the principal amount of any Loan or L/C Disbursement or reduce the
     rate of interest thereon, or reduce or forgive any interest or fees payable
     hereunder, without the written consent of each Lender directly affected
     thereby, (C) postpone any scheduled date of payment of the principal amount
     of any Loan or L/C Disbursement, or any date for the payment of any
     interest or fees payable hereunder, or reduce the amount of, waive or
     excuse any such payment, or postpone the scheduled date of expiration of
     any Commitment, without the written consent of each Lender directly
     affected thereby; provided that (I) only the consent of the Required
     Lenders shall be necessary to amend the provisions of Section 2.11(c)
     providing for the default rate of interest, or to waive any obligations of
     the Borrower to pay interest at such default rate or to amend the
     provisions of Section 2.09 and (II) only the consent of the Required
     Revolving Lenders shall be necessary to amend the defined terms used in the
     definition of Consolidated Leverage Ratio for purposes of the definitions
     of Applicable Rate and Applicable Commitment Fee Rate, (D) change Section
     2.16(b) or (c) in a manner that would alter the manner in which payments
     are shared, without the written consent of each Lender, (E) change any of
     the provisions of this Section or the definition of "Majority Facility
     Lenders" or "Required Lenders" or any other provision of any Loan Document
     specifying the number or percentage of Lenders 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; provided that only
     the consent of the Required Revolving Lenders shall be necessary to change
     the provisions of clause (i)(y) or (C)(II) of this Section 9.02(b) or the
     definition of "Required Revolving Lenders" or any other provision of any
     Loan Document specifying the number or percentage of Revolving Credit
     Lenders required to waive, amend or modify any rights thereunder or make



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     any determination or grant any consent thereunder, without the written
     consent of each Revolving Credit Lender, (F) release Holdings or all or
     substantially all of the Subsidiary Guarantors from their respective
     obligations under the Guarantee and Collateral Agreement (except as
     otherwise permitted herein or in the other Loan Documents), without the
     written consent of each Lender, or (G) except as provided in clauses (c)
     and (d) of this Section or in any Collateral Document, release all or
     substantially all of the Collateral, without the written consent of each
     Lender; provided further that no such agreement shall amend, modify or
     otherwise affect the rights or duties of the Agent, the Issuing Bank or the
     Swingline Lender hereunder without the prior written consent of the Agent,
     the Issuing Bank or the Swingline Lender, as applicable. The Agent may also
     amend the Commitment Schedule to reflect Section 2.24 or assignments
     entered into pursuant to Section 9.04. Notwithstanding the foregoing, this
     Agreement, the Guarantee and Collateral Agreement and the other Loan
     Documents may be amended, amended and restated, modified or supplemented by
     the Agent and the Borrower, but without the consent of any Lender to the
     extent that Sections 6.01 and 6.02 as in effect on the date of this
     Agreement (or as the same may be amended with consent of the Required
     Lenders) permit the resulting Indebtedness and Liens on Collateral to be
     incurred, to permit any Permitted Collateral Sharing Liens and the
     Indebtedness or other obligations secured thereby to share on a pari passu
     basis in the benefits of the Liens created pursuant to the Loan Documents
     and in connection therewith, intercreditor and/or collateral trust sharing
     arrangements in form and substance acceptable to the Agent in the
     reasonable exercise of its discretion shall be entered into (it being
     understood that the holders of such Permitted Collateral Sharing Liens
     shall not have the right to vote as a separate class with respect to
     matters relating to enforcement of remedies against Collateral, but rather
     any such voting rights shall be exercised only as part of the same class as
     the Lenders' voting rights with respect to such matters on a pro rata basis
     as reasonably determined by the Agent). In addition, this Agreement, the
     Guarantee and Collateral Agreement and the other Loan Documents may be
     amended, amended and restated, modified or supplemented by the Agent and
     the Borrower, but without the consent of any Lender, to the extent provided
     in Section 9.02(f).

          (c) The Lenders hereby irrevocably agree that the Liens granted to the
     Agent by the Loan Parties on any Collateral shall be automatically released
     (without consent of any Lender or any party to any Secured Hedging and Cash
     Management Obligations or any other Secured Party, except with respect to
     any Lender as expressly required by clause (F) or (G) of Section 9.02(b) or
     by clause (iv) or (vi) of this Section 9.02(c)) (i) upon the termination of
     the Commitments, payment and satisfaction in full in cash of all Secured
     Obligations (other than Unliquidated Obligations and Secured Hedging and
     Cash Management Obligations), and the cash collateralization or support by
     letters of credit of any Unliquidated Obligations included in any L/C
     Exposure in existence at such time in a manner reasonably satisfactory to
     the Issuing Bank (or as the Issuing Bank may otherwise agree) and, with
     respect to all Hedging Obligations then included in Secured Hedging and
     Cash Management Obligations, either the payment and satisfaction in full in
     cash of such Obligations or the cash collateralization or support by
     letters of credit of such Obligations in a manner reasonably satisfactory
     to the Person to whom such Obligations are owed (or as such Person may
     otherwise agree), (ii) upon the sale or other disposition of the property
     constituting such Collateral (including as part of or in connection with
     any other sale or other disposition permitted hereunder) to any Person
     other than another Loan Party, to the extent such sale or other disposition
     is made in compliance with, or is not otherwise prohibited by, the terms of
     this Agreement (and the Agent may rely conclusively on a certificate to
     that effect provided to it by any Loan Party upon its reasonable request
     without further inquiry), (iii) to the extent such Collateral is comprised
     of property leased to a Loan Party, upon termination or expiration of such
     lease, (iv) subject to paragraph (b) of this Section 9.02, if the release
     of such Lien is approved, authorized or ratified in writing



                                                                             126


     by the Required Lenders, (v) to the extent the property constituting such
     Collateral is owned by any Loan Guarantor, upon the release of such
     Guarantor from its obligations under the Guarantee and Collateral Agreement
     in accordance with the provisions of this Agreement and the Guarantee and
     Collateral Agreement, (vi) as required to effect any sale or other
     disposition of such Collateral in connection with any exercise of remedies
     of the Agent and the Lenders pursuant to the Collateral Documents, or (vii)
     to the extent such Collateral is comprised of property that is subject to a
     Lien permitted by clauses (b), (e), (h), (i), (k), (m), (p), (r)(A),
     (r)(B), (s), (y), (z), (bb) or (dd), or permitted by clause (q) (but only
     to the extent relating to the refinancing, refunding, extension, renewal or
     replacement of Liens permitted under any of the other clauses referred to
     in this clause (vii)), of the definition of Permitted Liens, if the holder
     of such Lien requires such release (provided, that shares of Capital Stock
     shall not be automatically released except in respect of Liens permitted by
     clauses (h), (p), (r)(A), (r)(B), (y), (bb) and (dd) of the definition of
     Permitted Liens or permitted by clause (q) thereof (but only to the extent
     relating to Liens permitted under any of the other clauses of this
     proviso)). Anything to the contrary contained herein notwithstanding, the
     Agent may, in its discretion, release the Lien on Collateral valued in the
     aggregate not in excess of $3,500,000 during each fiscal year without
     consent of any Lender. Any such release shall not in any manner discharge,
     affect, or impair the Obligations or any Liens (other than those expressly
     being released) upon (or obligations of the Loan Parties in respect of) all
     interests retained by the Loan Parties, including the proceeds of any sale,
     all of which shall continue to constitute part of the Collateral to the
     extent required under the provisions of the Loan Documents. At the request
     and expense of any Loan Party following any such release of Collateral, the
     Agent shall deliver to such Loan Party any such Collateral held by the
     Agent and execute and deliver to such Loan Party such documents as it shall
     reasonably request to evidence such release. The Agent and each Lender
     hereby acknowledges and agrees that any security interest held by the Agent
     in any property that is licensed or leased to any third party in compliance
     with this Agreement shall be subject to such license or lease, and each
     Lender hereby instructs the Agent to execute and deliver such instruments,
     documents and agreements as the Borrower may reasonably request in order to
     confirm the same if so requested by the applicable licensee or lessee.

          (d) Notwithstanding anything to the contrary contained in this Section
     9.02, guarantees, collateral security documents and related documents
     executed by, or with respect to the Capital Stock of, Foreign Subsidiaries
     in connection with this Agreement may be in a form reasonably determined by
     the Agent and may be amended and waived with the consent of the Agent at
     the request of the Borrower without the need to obtain the consent of any
     other Lenders if such amendment or waiver is delivered in order (i) to
     comply with local law or advice of local counsel, (ii) to cure ambiguities
     or defects or (iii) to cause such guarantee, collateral security document
     or other document to be consistent with this Agreement and the other Loan
     Documents.

          (e) If, in connection with any proposed amendment, waiver or consent
     requiring the consent of "each Lender" or "each Lender directly affected
     thereby", the consent of the Required Lenders or Required Revolving
     Lenders, as the case may be, is obtained, but the consent of other
     necessary Lenders is not obtained (any such Lender whose consent is
     necessary but not obtained being referred to herein as a "Non-Consenting
     Lender"), then the Borrower may elect to replace a Non-Consenting Lender as
     a Lender party to this Agreement in respect of the Class or Classes of
     Loans as to which such proposed amendment, waiver or consent relates,
     provided that, concurrently with such replacement, (i) another bank or
     other entity which is reasonably satisfactory to the Borrower and the Agent
     (and, if a Revolving Credit Commitment is being assigned, the Issuing Bank
     and the Swingline Lender) shall agree, as of such date, to purchase for
     cash the Loans and other Obligations due to the Non-



                                                                             127


     Consenting Lender pursuant to an Assignment and Assumption and to become a
     Lender for all purposes under this Agreement and to assume all obligations
     of the Non-Consenting Lender to be terminated as of such date and to comply
     with the requirements of clause (b) of Section 9.04, (ii) the replacement
     Lender shall pay the processing and recordation fee referred to in Section
     9.04(b)(iv), if applicable in accordance with the terms of such Section,
     (iii) the replacement Lender shall grant its consent with respect to the
     applicable proposed amendment, waiver or consent and (iv) the Borrower
     shall pay to such Non-Consenting Lender in same day funds on the day of
     such replacement (1) all interest, fees and other amounts then accrued but
     unpaid to such Non-Consenting Lender by the Borrower hereunder to and
     including the date of termination, including without limitation payments
     due to such Non-Consenting Lender under Sections 2.13, 2.15 and 2.21, and
     (2) an amount, if any, equal to the payment which would have been due to
     such Lender on the day of such replacement under Section 2.14 had the Loans
     of such Non-Consenting Lender been prepaid on such date rather than sold to
     the replacement Lender. Each Lender agrees that if the Agent or the
     Borrower, as the case may be, exercises its option hereunder, such Lender
     shall promptly execute and deliver all agreements and documentation
     necessary to effectuate such assignment as set forth in Section 9.04, and
     in furtherance thereof hereby expressly authorizes the Agent or the
     Borrower, as the case may be, to execute and deliver such agreement and
     documentation on behalf of such Non-Consenting Lender and any such
     agreement and/or documentation so executed by the Agent or the Borrower
     shall be effective for purposes of documenting an assignment pursuant to
     Section 9.04; provided that neither the Agent nor the Borrower shall be
     obligated to so execute and deliver such documentation on behalf of such
     Lender.

          (f) The Lenders hereby irrevocably agree that in connection with the
     establishment of a Replacement ABL Facility pursuant to Section 6.01(b)(iv)
     as in effect on the date of this Agreement (or as the same may be amended
     with the consent of the Required Lenders), this Agreement, the Guarantee
     and Collateral Agreement and the other Loan Documents may be amended,
     amended and restated, modified or supplemented to cause the security
     interests in Current Asset Collateral of the Borrower and its Restricted
     Subsidiaries granted to the Agent to be made subordinate to Liens securing
     the obligations and other liabilities of the Borrower and its Restricted
     Subsidiaries arising in connection with or pursuant to the Replacement ABL
     Facility (the "ABL Facility Obligations"), in each case by the Agent and
     the Borrower, but without the consent of any Lender; provided that (i) the
     Revolving Credit Commitments in existence at such time shall have been
     terminated; (ii) all Secured Obligations in respect of the Revolving Credit
     Exposure in existence at such time (other than Unliquidated Obligations)
     shall have been paid in full in cash; (iii) all Unliquidated Obligations
     included in any L/C Exposure in existence at such time shall have been cash
     collateralized or supported by letters of credit of in a manner reasonably
     satisfactory to the Issuing Bank (or as the Issuing Bank may otherwise
     agree) ; and (iv) no security interests shall be granted to secure the ABL
     Facility Obligations other than (A) a first priority security interest in
     the Current Asset Collateral of the Borrower and its Restricted
     Subsidiaries, subject to a perfected second-priority Lien in such
     Collateral in favor of the Agent for the benefit of the Agent and the
     Secured Parties to secure the Obligations and (B) a second-priority
     security interest in any other Collateral (other than Current Asset
     Collateral) in which the Agent has a perfected first-priority security
     interest for the benefit of the Lenders. The lien priority, relative rights
     and other creditors' rights issues in respect of the Obligations and the
     Replacement ABL Facility will be set forth in customary intercreditor
     provisions that will be included in an intercreditor agreement relating to
     the Collateral, all of which shall be consistent with market terms
     governing security arrangements for the sharing of liens between an
     asset-based revolving credit facility and a senior secured term loan
     facility for similar companies in the syndicated loan market at the time
     the Replacement ABL Facility is proposed to be established, as determined
     by the Agent in the



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     reasonable exercise of its judgment, and all such guarantees, collateral
     security documents, legal opinions and related documents executed or
     delivered in connection therewith shall be on terms satisfactory to the
     Agent in the exercise of its reasonable discretion.

          (g) With respect to the incurrence of any Secured Indebtedness or
     subordinated Indebtedness, the Borrower may elect to deliver to the Agent a
     certificate of a Responsible Officer at least five Business Days prior to
     the incurrence thereof (or such shorter time as the Agent may agree),
     together with a description of such Indebtedness (including a description
     of the Liens intended to secure the same or the subordination provisions
     thereof, as applicable) all in reasonably sufficient detail to be able to
     make the determinations referred to in this clause (g), either (x) stating
     that the Borrower has determined in good faith that such Indebtedness
     satisfies the requirements of the applicable provisions of Section 6.01 and
     6.02 (taking into account any applicable provisions of Section 9.02(c)), in
     which case such certificate shall be conclusive evidence thereof unless the
     Agent notifies the Borrower within such five Business Day (or shorter)
     period that it disagrees with such determination (including a reasonable
     description of the basis upon which it disagrees), or (y) requesting the
     Agent to confirm, based on the information set forth in such certificate
     and any other information reasonably requested by the Agent, that such
     Indebtedness satisfies such requirements, in which case the Agent may, if
     it so elects, determine whether, in its reasonable judgment, such
     requirements have been satisfied (in which case it shall deliver to the
     Borrower a written confirmation of the same), with any such determination
     of the Agent to be conclusive evidence thereof, and the Lenders hereby
     authorize the Agent to make such determinations.

          (h) Notwithstanding anything to the contrary contained in this Section
     9.02, an Incremental Facility Joinder Agreement effecting New Term Loan
     Commitments for a Series of New Term Loans in accordance with Section 2.24
     may establish waiver, amendment and modification provisions that depart
     from those set forth in this Section 9.02 to the extent that such waiver,
     amendment and modification provisions govern only those covenants and other
     terms and provisions of this Agreement as are established in such
     Incremental Facility Joinder Agreement that are applicable solely with
     respect to such New Term Loan Commitments and such Series of New Term
     Loans; and, conversely, if an Incremental Facility Joinder Agreement
     effecting New Term Loan Commitments for a Series of New Term Loans
     establishes that certain covenants and other terms and provisions of this
     Agreement shall not apply in respect of such New Term Loan Commitments and
     such Series of New Term Loans, then such Series of New Term Loans and any
     unused portion of such New Term Loan Commitments established in such
     Incremental Facility Joinder Agreement shall not be counted for any purpose
     in connection with the determination of whether Required Lenders have
     agreed to any waiver, amendment or modification of such provisions of this
     Agreement.

                    SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred
by the Agent and Credit Suisse Securities (USA) LLC, including the reasonable
fees, charges and disbursements of Latham & Watkins LLP, counsel for the Agent,
in connection with the syndication and distribution (including, without
limitation, via the internet or through a service such as Intralinks) of the
credit facilities provided for herein, the preparation of the Loan Documents and
related documentation, (ii) all reasonable documented out-of-pocket expenses
incurred by the Agent and Credit Suisse Securities (USA) LLC, including the
reasonable fees, charges and disbursements of outside legal counsel to the
Agent, in connection with any amendments, modifications or waivers of the
provisions of any Loan Documents (whether or not the transactions contemplated
thereby shall be consummated), (iii) all reasonable documented out-of-pocket
expenses incurred by the Agent, the Issuing Bank and the Swingline Lender or the
Lenders, including the reasonable documented fees, charges and disbursements of
counsel for the



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Agent and the Lenders (provided that the Borrower shall not be obligated to pay
for more than one law firm retained by the Agent and Lenders as a single group
in each relevant jurisdiction, except in the case of an actual or reasonably
likely conflict of interest in respect of litigation), in connection with the
enforcement, collection or protection of its rights in connection with the Loan
Documents, including its rights under this Section, or in connection with the
Loans made hereunder, including all such reasonable documented out-of-pocket
expenses incurred during any workout, restructuring or related negotiations in
respect of such Loans, and (iv) subject to any other provisions of this
Agreement, of the Loan Documents or of any separate agreement entered into by
the Borrower and the Agent with respect thereto, all reasonable documented
out-of-pocket expenses incurred by the Agent in the administration of the Loan
Documents; provided that the Borrower shall not be required to reimburse any of
the foregoing expenses in the event the Closing Date does not occur. Expenses
reimbursable by the Borrower under this Section include, without limiting the
generality of the foregoing, subject to any other applicable provision of any
Loan Document, reasonable documented out-of-pocket costs and expenses incurred
in connection with:

               (i) lien and title searches and title insurance; and

               (ii) taxes, fees and other charges for recording the Mortgages,
          filing financing statements and continuations, and other actions to
          perfect, protect, and continue the Agent's Liens.

Other than to the extent required to be paid on the Closing Date, all amounts
due under this paragraph (a) shall be payable by the Borrower within ten (10)
Business Days of receipt of an invoice relating thereto and setting forth such
expenses in reasonable detail.

          (b) The Borrower shall indemnify the Agent, the Syndication Agent, the
     Documentation Agents, the Arrangers, the Issuing Bank, the Swingline Lender
     and each Lender, 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, penalties,
     liabilities and related expenses, including the reasonable fees, charges
     and disbursements of counsel for any Indemnitee (provided that the Borrower
     shall not be obligated to pay for more than one law firm retained by the
     Indemnitees as a single group with respect to the same claim or proceeding,
     except in the case of an actual or reasonably likely conflict of interest),
     incurred by or asserted against any Indemnitee arising out of, in
     connection with, or as a result of (i) the execution or delivery of the
     Loan Documents or any agreement or instrument contemplated thereby, the
     performance by the parties hereto of their respective obligations
     thereunder or the consummation of the Transactions or any other
     transactions contemplated hereby, (ii) any Environmental Liability related
     in any way to the Borrower or any of its Subsidiaries or to any property
     owned or operated by the Borrower or any of its Subsidiaries, or (iii) any
     actual or prospective claim, litigation, investigation or proceeding
     relating to any of the foregoing, whether based on contract, tort or any
     other theory and regardless of whether any Indemnitee is a party thereto
     (and regardless of whether such matter is initiated by a third party
     against, or against a third party by, the Borrower, any other Loan Party or
     any of their respective Affiliates); provided that such indemnity shall
     not, as to any Indemnitee, be available to the extent that such losses,
     claims, damages, penalties, liabilities or related expenses (x) are
     determined by a court of competent jurisdiction to have resulted from the
     gross negligence, bad faith or willful misconduct of such Indemnitee or any
     of its Related Parties or (y) arise from a material breach of the
     obligations of such Indemnitee or any of its Related Parties under this
     Agreement or any of the Loan Documents.



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          (c) To the extent that the Borrower fails to pay any amount required
     to be paid by it to the Agent under paragraph (a) or (b) of this Section,
     each Lender severally agrees to pay to the Agent 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, penalty, liability
     or related expense, as the case may be, was incurred by or asserted against
     the Agent in its capacity as such.

          (d) To the extent permitted by applicable law, no party to this
     Agreement shall assert, and each hereby waives, any claim against any other
     party hereto or any Related Party thereof, 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 Agreement or any agreement or instrument contemplated hereby, the
     Transactions, any Loan or the use of the proceeds thereof.

          (e) All amounts due under this Section shall be paid promptly after
     written demand therefor.

                    SECTION 9.04. Successors and Assigns. (a) Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of Holdings, the Borrower,
the Agent, the Issuing Bank or the Lenders that are contained in this Agreement
shall bind and inure to the benefit of their respective successors and assigns.

          (b) Each Lender may assign to one or more assignees all or a portion
     of its interests, rights and obligations under this Agreement (including
     all or a portion of its Commitment and the Loans at the time owing to it);
     provided, however, that (i) the Agent must give its prior written consent
     to such assignment (which consent shall not be unreasonably withheld or
     delayed), (ii) in the case of an assignment of a (x) Term Loan, the
     Borrower must give its prior written consent to such assignment (which
     consent shall not be unreasonably withheld or delayed) and (y) Revolving
     Credit Commitment, each of the Issuing Bank, the Swingline Lender and the
     Borrower must give its prior written consent to such assignment (which
     consent shall not be unreasonably withheld or delayed); provided that in
     each case, the consent of the Borrower shall not be required to any such
     assignment (A) during the continuance of any Event of Default or (B) to a
     Lender or an Affiliate or Approved Fund of the Lender, (iii) the amount of
     the Commitment 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 Agent) shall not be less than
     $1,000,000 (or, if less, the entire remaining amount of such Lender's
     Commitment) and shall be in an amount that is an integral multiple of
     $1,000,000 (or the entire remaining amount of such Lender's Commitment);
     provided that such amounts shall be aggregated in respect of each Lender
     and its Affiliates or Approved Funds (with simultaneous assignments to or
     by two or more Related Funds being treated as one assignment), (iv) the
     parties to each assignment shall execute and deliver to the Agent an
     Assignment and Assumption via an electronic settlement system acceptable to
     the Agent (or, if previously agreed with the Agent, manually), and shall
     pay to the Agent a processing and recordation fee of $3,500 (which fee may
     be waived or reduced in the sole discretion of the Agent) and (v) the
     assignee, if it shall not be a Lender immediately prior to the assignment,
     shall deliver to the Agent (i) an Administrative Questionnaire and (ii) if
     applicable, an appropriate Internal Revenue Service form (such as Form
     W-8BEN or W-8ECI or any successor form adopted by the relevant United
     States taxing authority) as required by applicable law supporting such
     assignee's position that no withholding by any Borrower or the



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     Agent for United States income tax payable by such assignee in respect of
     amounts received by it hereunder is required. Upon acceptance and recording
     pursuant to paragraph (e) of this Section 9.04, from and after the
     effective date specified in each Assignment and Assumption, (A) the
     assignee thereunder shall be a party hereto and, to the extent of the
     interest assigned by such Assignment and Assumption, have the rights and
     obligations of a Lender under this Agreement, provided, that no assignee
     (including an assignee that is already a Lender hereunder at the time of
     the assignment) shall be entitled to receive any greater amounts pursuant
     to Section 2.15 than that to which the assigning Lender would have been
     entitled to receive had no such assignment occurred, and (B) 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 or
     the remaining portion of an 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 2.13, 2.14, 2.15 and
     9.03 with respect to the facts and circumstances occurring on or prior to
     the effective date of such assignment, as well as to any fees accrued for
     its account and not yet paid).

          (c) By executing and delivering an Assignment and Assumption, the
     assigning Lender thereunder and the assignee thereunder shall be deemed to
     confirm to and agree with each other and the other parties hereto as
     follows: (i) such assigning Lender warrants that it is the legal and
     beneficial owner of the interest being assigned thereby free and clear of
     any adverse claim and that its Term Loan Commitment and Revolving Credit
     Commitment, and the outstanding balances of its Term Loans and Revolving
     Loans, in each case without giving effect to assignments thereof which have
     not become effective, are as set forth in such Assignment and Assumption,
     (ii) except as set forth in (i) above, such assigning Lender makes no
     representation or warranty and assumes no responsibility with respect to
     any statements, warranties or representations made in or in connection with
     this Agreement, or the execution, legality, validity, enforceability,
     genuineness, sufficiency or value of this Agreement, any other Loan
     Document or any other instrument or document furnished pursuant hereto, or
     the financial condition of Holdings, the Borrower or any Subsidiary or the
     performance or observance by Holdings, the Borrower or any Subsidiary of
     any of its obligations under this Agreement, any other Loan Document or any
     other instrument or document furnished pursuant hereto; (iii) such assignee
     represents and warrants that it is legally authorized to enter into such
     Assignment and Assumption; (iv) such assignee confirms that it has received
     a copy of this Agreement, together with copies of the most recent financial
     statements referred to in Section 3.04(a) or delivered pursuant to Section
     5.01 and such other documents and information as it has deemed appropriate
     to make its own credit analysis and decision to enter into such Assignment
     and Assumption; (v) such assignee will independently and without reliance
     upon the Agent, the Arrangers, such assigning Lender or any other Lender
     and based on such documents and information as it shall deem appropriate at
     the time, continue to make its own credit decisions in taking or not taking
     action under this Agreement; (vi) such assignee appoints and authorizes the
     Agent to take such action as agent on its behalf and to exercise such
     powers under this Agreement as are delegated to the Agent by the terms
     hereof, together with such powers as are reasonably incidental thereto; and
     (vii) such assignee agrees that it will perform in accordance with their
     terms all the obligations which by the terms of this Agreement are required
     to be performed by it as a Lender. No such assignment shall be made to any
     Permitted Holder, the Borrower or any Affiliate or Subsidiary of any
     Permitted Holder or the Borrower or any natural person.

          (d) The Agent, acting for this purpose as an agent of the Borrower,
     shall maintain at one of its offices in The City of New York a copy of each
     Assignment and Assumption



                                                                             132


     delivered to it and a register for the recordation of the names and
     addresses of the Lenders, and the Commitment of, and principal amount of
     the Loans owing to, each Lender pursuant to the terms hereof from time to
     time (the "Register"). The entries in the Register shall be conclusive, in
     the absence of manifest error, and the Borrower, the 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 the Borrower, the Issuing
     Bank, the Agent and any Lender, at any reasonable time and from time to
     time upon reasonable prior notice.

          (e) Upon its receipt of a duly completed Assignment and Assumption
     executed by an assigning Lender and an assignee, an Administrative
     Questionnaire and tax certifications required by Section 9.04(b)(v)
     completed in respect of the assignee (unless the assignee shall already be
     a Lender hereunder) and the written consent of the Swingline Lender, the
     Issuing Bank and the Agent and, if required, the Borrower to such
     assignment, the Agent shall promptly (i) accept such Assignment and
     Assumption and (ii) record the information contained therein in the
     Register. No assignment shall be effective unless it has been recorded in
     the Register as provided in this paragraph (e). Any assignment or transfer
     by a Lender of rights or obligations under this Agreement that does not
     comply with this paragraph and paragraph (b) above 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 (f) of this
     Section.

          (f) Each Lender may without the consent of the Borrower, the Swingline
     Lender, the Issuing Bank or the Agent sell participations to one or more
     banks or other entities (each, a "Participant") other than a natural person
     or a Permitted Holder, the Borrower or any of their respective Affiliates
     or Subsidiaries in all or a portion of its rights and obligations under
     this Agreement (including all or a portion of its Commitment and the
     Loans); provided, however, 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, (iii) the Participant shall be entitled to the benefit of the
     cost protection provisions contained in Sections 2.13, 2.14 and 2.15 to the
     same extent as if they were Lenders (but, with respect to any particular
     Participant, to no greater extent than the Lender that sold the
     participation to such Participant) and (iv) the Borrower, the Agent, the
     Issuing Bank and the Lenders shall continue to deal solely and directly
     with such Lender in connection with such Lender's rights and obligations
     under this Agreement, and such Lender shall retain the sole right to
     enforce the obligations of the Borrower relating to the Loans or L/C
     Disbursements and to approve any amendment, modification or waiver of any
     provision of this Agreement or the Loan Documents (other than amendments,
     modifications or waivers described in the first proviso to Section 9.02(b)
     that affects such Participant). A Participant that would be a Foreign
     Lender if it were a Lender shall not be entitled to the benefits of Section
     2.15 unless the Borrower is notified of the participation sold to such
     Participant and such Participant agrees, for the benefit of the Borrower,
     to comply with Section 2.15(e) as though it were a Lender.

          (g) Any Lender or Participant may, in connection with any assignment
     or participation or proposed assignment or participation pursuant to this
     Section 9.04, disclose to the assignee or Participant or proposed assignee
     or Participant any information relating to the Borrower furnished to such
     Lender by or on behalf of the Borrower; provided that, prior to any such
     disclosure of Information (as defined in Section 9.12) designated by the
     Borrower as confidential, each such assignee or Participant or proposed
     assignee or Participant shall execute an agreement whereby such assignee or
     Participant shall agree (subject to customary



                                                                             133


     exceptions) to preserve the confidentiality of such confidential
     information on terms no less restrictive than those applicable to the
     Lenders pursuant to Section 9.12.

          (h) Any Lender may at any time assign all or any portion of its rights
     under this Agreement to secure extensions of credit to such Lender or in
     support of obligations owed by such Lender; provided that no such
     assignment shall release a Lender from any of its obligations hereunder or
     substitute any such assignee for such Lender as a party hereto.

          (i) Notwithstanding anything to the contrary contained herein, any
     Lender (a "Granting Lender") may grant to a special purpose funding vehicle
     (an "SPC"), identified as such in writing from time to time by the Granting
     Lender to the Agent and the Borrower, the option to provide to the Borrower
     all or any part of any Loan that such Granting Lender would otherwise be
     obligated to make to the Borrower pursuant to this Agreement; provided that
     (i) nothing herein shall constitute a commitment by any SPC to make any
     Loan and (ii) if an SPC elects not to exercise such option or otherwise
     fails to provide all or any part of such Loan, the Granting Lender shall be
     obligated to make such Loan pursuant to the terms hereof. The making of a
     Loan by an SPC hereunder shall utilize the Commitment of the Granting
     Lender to the same extent, and as if, such Loan were made by such Granting
     Lender. Each party hereto hereby agrees that (i) neither the grant to any
     SPC nor the exercise by any SPC of such option shall increase the costs or
     expenses or otherwise increase or change the obligations of the Borrower
     under this Agreement (including its obligations under Section 2.13, 2.14 or
     2.15), (ii) no SPC shall be liable for any indemnity or similar payment
     obligation under this Agreement (all liability for which shall remain with
     the Granting Lender) and (iii) the Granting Lender shall for all purposes
     including approval of any amendment, waiver or other modification of any
     provision of the Loan Documents, remain the Lender of record hereunder. In
     furtherance of the foregoing, each party hereto hereby agrees (which
     agreement shall survive the termination of this Agreement) that, prior to
     the date that is one year and one day after the payment in full of all
     outstanding commercial paper or other senior indebtedness of any SPC, it
     will not institute against, or join any other person in instituting
     against, such SPC any bankruptcy, reorganization, arrangement, insolvency
     or liquidation proceedings under the laws of the United States or any State
     thereof. In addition, notwithstanding anything to the contrary contained in
     this Section 9.04, any SPC may (i) with notice to, but without the prior
     written consent of, the Borrower and the Agent and without paying any
     processing fee therefor, assign all or a portion of its interests in any
     Loans to the Granting Lender or to any financial institutions (consented to
     by the Borrower and Agent) providing liquidity and/or credit support to or
     for the account of such SPC to support the funding or maintenance of Loans
     and (ii) disclose on a confidential basis any non-public information
     relating to its Loans to any rating agency, commercial paper dealer or
     provider of any surety, guarantee or credit or liquidity enhancement to
     such SPC.

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 (c)
of this Section) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Agent and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.

                    SECTION 9.05. Survival. From and after the Closing Date, 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 the issuance of any



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Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Agent 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 (other than any contingent expense and indemnification
obligations) 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 2.13, 2.14, 2.15 and 9.03 and Article
VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments, the expiration of any
Letter of Credit or the termination of this Agreement or any provision hereof.
Notwithstanding the foregoing or anything else to the contrary in this
Agreement, if the Revolving Credit Commitments, the Term Loan Commitments and
the Swingline Commitment are terminated in full prior to the Closing Date in
accordance with Section 2.06 or the last sentence of Section 4.02, this
Agreement and any other Loan Documents shall automatically terminate and none of
the provisions hereof or thereof shall survive such termination.

                    SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and the Fee Letter and any separate letter agreements
with respect to fees payable to the Agent 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 to the extent provided in that certain commitment letter
entered into between the Borrower, the Agent, the Joint Lead Arrangers, the
Syndication Agent and the Documentation Agents, among others, in respect of
financing for the Transactions, as amended as of even date herewith and as it
may be further amended, restated, supplemented or otherwise modified from time
to time. Except as provided in Article IV and as expressly provided otherwise
elsewhere in this Agreement, this Agreement shall become effective when it shall
have been executed by the Agent and when the Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by
facsimile or electronic mail shall be effective as delivery of a manually
executed counterpart of this Agreement.

                    SECTION 9.07. Severability. To the extent permitted by law,
any provision of any Loan Document 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 thereof; and
the invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

                    SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower or any Loan Guarantor against any of and all the Secured
Obligations held by such Lender, irrespective of whether or not such Lender
shall have made any demand under the Loan Documents and although such
obligations may be unmatured. The applicable Lender shall notify the Borrower
and the Agent of such set-off or application, provided that any failure to give
or any delay in giving such notice shall not affect the validity of any such
set-off or application under this Section. The rights of each Lender under this
Section are in addition to



                                                                             135


other rights and remedies (including other rights of setoff) which such Lender
may have. NOTWITHSTANDING THE FOREGOING, AT ANY TIME THAT ANY OF THE SECURED
OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER
SHALL EXERCISE A RIGHT OF SETOFF, LENDER'S LIEN OR COUNTERCLAIM OR TAKE ANY
COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY
PROVISION OF THIS AGREEMENT OR ANY LOAN DOCUMENT UNLESS IT IS TAKEN WITH THE
CONSENT OF THE LENDERS REQUIRED BY SECTION 9.02 OF THIS AGREEMENT, IF SUCH
SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b,
580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE
CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE
VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE AGENT PURSUANT
TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE OBLIGATIONS HEREUNDER,
AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR ANY SUCH RIGHT WITHOUT OBTAINING
SUCH CONSENT OF THE PARTIES AS REQUIRED ABOVE, SHALL BE NULL AND VOID. THIS
PARAGRAPH SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS.

                    SECTION 9.09. Governing Law; Jurisdiction; Consent to
Service of Process. (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
AS EXPRESSLY SET FORTH IN ANY OTHER LOAN DOCUMENT) SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITH THE
EXCEPTION OF SECTION 4.02(N) WHICH SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

          (b) Each Loan Party hereby irrevocably and unconditionally submits,
     for itself and its property, to the nonexclusive jurisdiction of any U.S.
     Federal or New York State court sitting in the Borough of Manhattan, New
     York, New York in any action or proceeding arising out of or relating to
     any Loan Documents, 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 or, to the extent permitted by 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 Agent, the Syndication Agent, any
     Documentation Agent, any Arranger, the Issuing Bank 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) Each Loan Party hereby irrevocably and unconditionally waives, to
     the fullest extent it may legally and effectively do so, 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 paragraph (b) of this
     Section. Each of the parties hereto hereby irrevocably waives, to the
     fullest extent permitted by law, the defense of an inconvenient forum to
     the maintenance of such action or proceeding in any such court.

          (d) To the extent permitted by law, each party to this Agreement
     hereby irrevocably waives personal service of any and all process upon it
     and agrees that all such service of process may be made by registered mail
     (return receipt requested) directed to it at its address for notices as
     provided for in Section 9.01. Nothing in this Agreement or any other Loan
     Document will affect the right of any party to this Agreement to serve
     process in any other manner permitted by law.



                                                                             136


                    SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 THEREBY (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 9.11. 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 9.12. Confidentiality. Each of the Agent, the
Syndication Agent, the Documentation Agents, the Arrangers, the Issuing Bank and
each Lender agrees (and each Lender agrees to cause its SPC, if any) to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
who need to know Information for purposes directly related to this Agreement or
any other Loan Document or any transactions contemplated thereby in connection
with the administration of this Agreement or other Loan Documents, or for
purposes directly relating to the provision by it of other financial products or
services requested by the Loan Parties, and who are informed by the disclosing
party of the confidential nature of such Information and, except for its legal
counsel, who agree to be bound by the provisions of this Section 9.12, (b) to
the extent requested by any Governmental Authority, (c) to the extent required
by law or by any subpoena or similar legal process (provided that the Borrower
shall be informed promptly of any proposed disclosure pursuant to clause (b) or
(c) in order that the Borrower may seek appropriate protective relief, provided
further, that in the event that such protective relief or other remedy is not
obtained, the disclosing Person shall furnish only that portion of the
Information that is legally required and shall disclose the Information in a
manner reasonably designed to preserve its confidential nature), (d) to any
other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, 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, 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, including, without limitation, any SPC or (ii) any actual
or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Loan Parties and their obligations, (g) with the
consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Agent or any Lender on a nonconfidential basis from a
source other than the Borrower. For the purposes of this Section, "Information"
means all information received from any Loan Party relating to the Loan Parties
or their businesses, the Sponsor or the Transactions other than any such
information that is available to the Agent, the Syndication Agent, the
Documentation Agents, the Arrangers, the Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by any Loan Party. 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.



                                                                             137


                    SECTION 9.13. Several Obligations; Nonreliance; Violation of
Law. The respective obligations of the Lenders hereunder are several and not
joint and the failure of any Lender to make any Loan or perform any of its
obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. Each Lender hereby represents that (a) it is not relying
on or looking to any Margin Stock for the repayment of the Borrowings provided
for herein and acknowledges that the Collateral shall not include any Margin
Stock and (b) it is not and will not become a "creditor" as defined in
Regulation T or a "foreign branch of a broker-dealer" within the meaning of
Regulation X. Anything contained in this Agreement to the contrary
notwithstanding, no Lender shall be obligated to extend credit to the Borrower
in violation of any Requirement of Law.

                    SECTION 9.14. USA PATRIOT Act. Each Lender that is subject
to the requirements of the USA Patriot Act hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act, it is required to obtain,
verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender to identify the Borrower in accordance with the USA Patriot
Act.

                    SECTION 9.15. Disclosure. Each Loan Party and each Lender
hereby acknowledges and agrees that the Agent and/or its Affiliates from time to
time may hold investments in, make other loans to or have other relationships
with any of the Loan Parties and their respective Affiliates. In addition, each
Loan Party and each Lender hereby acknowledges that an Affiliate of the Agent
will be an initial purchaser of the Senior Notes.

                    SECTION 9.16. Appointment for Perfection. Each Lender hereby
appoints each other Lender as its agent for the purpose of perfecting Liens, for
the benefit of the Agent and the Secured Parties, in assets which, in accordance
with Article 9 of the UCC or any other applicable law can be perfected only by
possession. Should any Lender (other than the Agent) obtain possession of any
such Collateral, such Lender shall notify the Agent thereof, and, promptly upon
the Agent's request therefor shall deliver such Collateral to the Agent or
otherwise deal with such Collateral in accordance with the Agent's instructions.

                    SECTION 9.17. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan or participation in any L/C Disbursement, together with all fees,
charges and other amounts which are treated as interest on such Loan under
applicable 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 or participation in accordance with
applicable law, the rate of interest payable in respect of such Loan or
participation 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 or participation
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 participations 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.



          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.

                                           CLARKE AMERICAN CORP. (to be renamed
                                           HARLAND CLARKE HOLDINGS CORP.),


                                              By /s/ Peter A. Fera, Jr.
                                                 -------------------------------
                                                 Name: Peter A. Fera, Jr.
                                                 Title: Senior VP and CFO





                                           CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                                           as Agent, Lender, Issuing Bank and
                                           Swingline Lender


                                           By /s/ Robert Hetu
                                              -------------------------------
                                              Name: ROBERT HETU
                                              Title: MANAGING DIRECTOR


                                           By /s/ Denise Alvarez
                                              -------------------------------
                                              Name: DENISE ALVAREZ
                                              Title: ASSOCIATE







                                           BEAR, STEARNS CORPORATE LENDING INC.,
                                           as Lender


                                           By /s/ Victor Bulzacchelli
                                              -------------------------------
                                              Name: Victor Bulzacchelli
                                              Title: Vice President












                                           JPMORGAN CHASE BANK, N.A.,
                                           as Lender


                                           By /s/ Neil R. Boylan
                                              -------------------------------
                                              Name: Neil R. Boylan
                                              Title: Managing Director










                                           CITIGROUP GLOBAL MARKETS INC.,
                                           as Lender


                                           By /s/ Caesar Wyszomirski
                                              -------------------------------
                                              Name: Caesar Wyszomirski
                                              Title: Director










                                           AMEGY BANK NATIONAL ASSOCIATION,
                                           as Lender


                                            By /s/ Melinda N. Jackson
                                               -------------------------------
                                               Name: Melinda N. Jackson
                                               Title: Senior Vice President










                                           UNITED OVERSEAS BANK LIMITED, NEW
                                           YORK AGENCY,
                                           as Lender


                                           By /s/ George Lim
                                              -------------------------------
                                              Name: George Lim
                                              Title: Senior Vice President
                                                     and General Manager

                                           By /s/ Mario Sheng
                                              -------------------------------
                                              Name: Mario Sheng
                                              Title: AVP










                                           BANK OF AMERICA N.A.,
                                           as a Lender


                                           By /s/ Richard M. Williams
                                              -------------------------------
                                              Name: Richard M. Williams
                                              Title: Sr. Credit Products Officer

EX-4.6

                                                               EXECUTION VERSION

                              CLARKE AMERICAN CORP.
                       FIRST AMENDMENT TO CREDIT AGREEMENT

          This FIRST AMENDMENT, dated as of May 4, 2007 (this "Amendment"), is
entered into by and among Clarke American Corp., a Delaware corporation (the
"Borrower"), the Lenders party hereto, Credit Suisse, Cayman Islands Branch
("Credit Suisse"), as administrative agent and collateral agent for the Lenders
(in such capacities, the "Agent"), Credit Suisse Securities (USA) LLC ("CS
Securities") and Bear, Stearns & Co. Inc. ("Bear Stearns"), as joint lead
arrangers, CS Securities, Bear Stearns, J.P. Morgan Securities Inc. and
Citigroup Global Markets Inc. ("Citigroup"), as joint bookrunners, Bear Stearns
Corporate Lending Inc., as syndication agent (in such capacity, the "Syndication
Agent"), and JPMorgan Chase Bank, N.A. and Citigroup, as co-documentation agents
(in such capacity, the "Documentation Agents") and is made with reference to
that certain Credit Agreement, dated as of April 4, 2007 (the "Credit
Agreement"), entered into by and among the Borrower, the Lenders party thereto,
the Agent, the Syndication Agent and the Documentation Agents. Capitalized terms
used herein and not otherwise defined herein or otherwise amended hereby shall
have the meanings ascribed to them in the Credit Agreement.

                                    RECITALS:

          WHEREAS, the parties to the Credit Agreement desire to amend the
Credit Agreement as herein set forth.

          NOW, THEREFORE, in consideration of the premises and the agreements,
herein contained, the parties agree as follows:

SECTION 1. AMENDMENT TO CREDIT AGREEMENT

     a.   The definition of "Excess Designated Proceeds" contained in Section
          1.1 of the Credit Agreement is hereby deleted in its entirety, and the
          following is inserted in replacement thereof:

          " "Excess Designated Proceeds" means with respect to any Designated
          Asset Sale (i) 100% of the Net Proceeds from such sale if after giving
          pro forma effect thereto, but before applying any portion of the Net
          Proceeds thereof to prepay, purchase or retire any Indebtedness the
          Consolidated Leverage Ratio of the Borrower and its Restricted
          Subsidiaries is no greater than 4.00 to 1.00 and is no greater than
          the Consolidated Leverage Ratio of the Borrower and its Restricted
          Subsidiaries in effect immediately prior to such Designated Asset
          Sale, or (ii) that portion of the Net Proceeds of such Designated
          Asset Sale that remains after giving effect to the prepayment,
          purchase or other retirement of Indebtedness of the type permitted to
          be prepaid, purchased or otherwise retired under the applicable
          provision of Section 2.20 in an amount sufficient such that the
          Consolidated Leverage Ratio of the Borrower and its Restricted
          Subsidiaries after giving effect to the Designated Asset Sale and such
          prepayment, purchase or other retirement is no greater than 4.00 to
          1.00 and is no greater than the Consolidated Leverage Ratio of the
          Borrower



          and its Restricted Subsidiaries in effect immediately prior to such
          Designated Asset Sale and application of Net Proceeds and (iii) in
          either case of (i) or (ii), any non-cash proceeds of any Designated
          Asset Sale. For the avoidance of doubt, for purposes of Section
          6.04(b)(ix), any Designated Assets (as defined below) used to make a
          Restricted Payment in kind shall be deemed to be Excess Designated
          Proceeds if the Consolidated Leverage Ratio of the Borrower and its
          Restricted Subsidiaries, after giving pro forma effect to such
          Restricted Payment and the prepayment, purchase or other retirement
          (if any) of any Indebtedness in connection with the making of such
          Restricted Payment, is no greater than either (x) the Consolidated
          Leverage Ratio of the Borrower and its Restricted Subsidiaries
          immediately prior to such transactions or (y) 4.00 to 1.00. For
          purposes of the foregoing, "Designated Assets" means any property or
          assets (including Capital Stock of any Subsidiary) other than (i)
          property or assets of the Printed Products Business, (ii) Capital
          Stock of the Borrower and (iii) Capital Stock of any Restricted
          Subsidiary conducting any material portion of the Printed Products
          Business at the time of such Restricted Payment."

     b.   The proviso in the parenthetical in Section 6.06(a)(ii) is hereby
          amended by inserting the following provision following clause (C) of
          such proviso and immediately prior to the language "shall be deemed to
          be cash for purposes of this provision and for no other purpose":

               "and (D) the proceeds of any Designated Asset Sale,"

     c.   The proviso in the parenthetical in Section 6.06(b)(ii) is hereby
          amended by inserting the following provision following clause (C) of
          such proviso and immediately prior to the language "shall be deemed to
          be cash for purposes of this provision and for no other purpose":

               "and (D) the proceeds of any Designated Asset Sale,"

     d.   The following clarifying language is hereby inserted following "Clarke
          American Corp." as the Borrower in the preamble to the Credit
          Agreement:

               "(to be renamed Harland Clarke Holdings Corp.)"

     e.   Certain references to the entities holding agency and lending roles
          are hereby revised as follows:

               1.   References to "Bear, Stearns Corporate Lending Inc." as
                    Joint Lead Arranger are hereby replaced with "Bear, Stearns
                    & Co. Inc."

               2.   References to "Bear, Stearns Corporate Lending Inc." as
                    Syndication Agent are hereby amended to read "Bear Stearns
                    Corporate Lending Inc."

               3.   References to "Citigroup Global Markets Inc." as a Lender
                    are hereby replaced with "Citibank, N.A."


                                       2



SECTION 2. REPRESENTATIONS AND WARRANTIES

     A. ORGANIZATION.

     The Borrower has full power and authority and holds all requisite
governmental licenses, permits and other approvals to enter into this Amendment.

     B. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC.

     The execution, delivery and performance by the Borrower of this Amendment
have been duly authorized by all necessary corporate action, and do not (i)
contravene the Borrower's charter documents or (ii) contravene any contractual
restriction, law or governmental regulation or court decree or order binding on
or affecting the Borrower, where such contravention, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

     C. VALIDITY, ETC.

     This Amendment constitutes the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

SECTION 3. MISCELLANEOUS

     A. BINDING EFFECT

     This Amendment shall be binding upon and shall inure to the benefit of the
parties hereto and each of the Lenders and their respective successors and
assigns.

     B. SEVERABILITY

     Any provision of this Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Amendment or affecting the validity or
enforceability of such provision in any other jurisdiction.

     C. REFERENCE TO CREDIT AGREEMENT

     On and after the effective date of the Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" 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 by this Amendment.

     D. EFFECT ON CREDIT AGREEMENT

     Except as specifically amended by this Amendment, the Credit Agreement and
the other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.


                                       3



     E. EXECUTION

     The execution, delivery and performance of this Amendment shall not, except
as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right, power or remedy of the Agent, the Syndication
Agent, the Documentation Agent or any Lender under the Credit Agreement or any
of the other Loan Documents.

     F. HEADINGS

     The various headings of this Amendment are inserted for convenience only
and shall not affect the meaning or interpretation of this Amendment or any
provisions hereof.

     G. APPLICABLE LAW

     THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     H. COUNTERPARTS; EFFECTIVENESS

     This Amendment shall become effective upon execution of this Amendment by
the Borrower and the Agent with the consent of the Required Lenders, which
consent shall be deemed to have been granted unless objections to this Amendment
are received by the Agent from Required Lenders prior to 5:00 p.m., New York
time, on Thursday, May 3, 2007.

            [The remainder of this page is intentionally left blank.]


                                       4



          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

                                        CLARKE AMERICAN CORP.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer

                       [Signature Page to First Amendment]



                                        CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                                        as Agent and a Lender


                                        By: /s/ Robert Hetu
                                            ------------------------------------
                                            Name:  Robert Hetu
                                            Title: Managing Director


                                        By: /s/ Denise Alvarez
                                            ------------------------------------
                                            Name:  Denise Alvarez
                                            Title: Associate

                       [Signature Page to First Amendment]

EX-4.7

                                                               EXECUTION VERSION

================================================================================

                       GUARANTEE AND COLLATERAL AGREEMENT


                                     made by


                         CA ACQUISITION HOLDINGS, INC.,


                             CLARKE AMERICAN CORP.,


                and certain Subsidiaries of Clarke American Corp.


                                   in favor of


                      CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                  as Administrative Agent and Collateral Agent

                             Dated as of May 1, 2007

================================================================================



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
SECTION 1. DEFINED TERMS....................................................  2
   1.1     Definitions......................................................  2
   1.2     Other Definitional Provisions.................................... 12
SECTION 2. GUARANTEE........................................................ 13
   2.1     Guarantee........................................................ 13
   2.2     Rights of Reimbursement, Contribution and Subrogation............ 15
   2.3     Amendments, etc. with respect to the Borrower Obligations........ 17
   2.4     Guarantee Absolute and Unconditional............................. 17
   2.5     Reinstatement.................................................... 21
   2.6     Payments......................................................... 22
SECTION 3. GRANT OF SECURITY INTEREST; CONTINUING LIABILITY
           UNDER COLLATERAL................................................. 22
SECTION 4. REPRESENTATIONS AND WARRANTIES................................... 24
   4.1     All Credit Events After the First Credit Event................... 24
   4.2     First Credit Event............................................... 29
SECTION 5. COVENANTS........................................................ 31
   5.1     Delivery and Control of Instruments, Chattel Paper,
           Negotiable Documents and Investment Property..................... 31
   5.2     Maintenance of Insurance......................................... 32
   5.3     Payment of Obligations........................................... 33
   5.4     Compliance with Terms............................................ 33
   5.5     Disposition of Collateral........................................ 33
   5.6     Maintenance of Perfected Security Interest;
           Further Documentation............................................ 33
   5.7     Changes in Locations, Name, Jurisdiction of
           Incorporation, etc............................................... 34
   5.8     Notices.......................................................... 34
   5.9     Investment Property.............................................. 35
   5.10    Receivables...................................................... 37
   5.11    Intellectual Property............................................ 37
   5.12    Commercial Tort Claims........................................... 40
   5.13    No Interference.................................................. 41
   5.14    Perfection of Certain Collateral................................. 41
SECTION 6. REMEDIAL PROVISIONS.............................................. 41
   6.1     Certain Matters Relating to Receivables.......................... 41
   6.2     Communications with Obligors; Grantors Remain Liable............. 42
   6.3     Pledged Securities............................................... 42
   6.4     Proceeds to be Turned Over To Agent.............................. 43


                                        i



                                                                            PAGE
                                                                            ----
   6.5     Application of Proceeds.......................................... 44
   6.6     Code and Other Remedies.......................................... 44
   6.7     Registration Rights.............................................. 46
   6.8     Deficiency....................................................... 47
SECTION 7. THE AGENT........................................................ 48
   7.1     Agent's Appointment as Attorney-in-Fact, etc..................... 48
   7.2     Duty of Agent.................................................... 51
   7.3     Execution of Financing Statements................................ 51
   7.4     Authority of Agent............................................... 52
   7.5     Appointment of Co-Collateral Agents.............................. 52
SECTION 8. MISCELLANEOUS.................................................... 52
   8.1     Amendments in Writing............................................ 52
   8.2     Notices.......................................................... 52
   8.3     No Waiver by Course of Conduct; Cumulative Remedies.............. 52
   8.4     Enforcement Expenses; Indemnification............................ 53
   8.5     Successors and Assigns........................................... 54
   8.6     Set-Off.......................................................... 54
   8.7     Counterparts..................................................... 54
   8.8     Severability..................................................... 54
   8.9     Section Headings................................................. 55
   8.10    Integration...................................................... 55
   8.11    APPLICABLE LAW................................................... 55
   8.12    Submission to Jurisdiction; Waivers.............................. 55
   8.13    Acknowledgments.................................................. 56
   8.14    Additional Grantors.............................................. 56
   8.15    Releases......................................................... 56
   8.16    WAIVER OF JURY TRIAL............................................. 57
   8.17    Reinstatement.................................................... 58

EXHIBITS

Exhibit A     Assumption Agreement
Exhibit B-1   Form of Intellectual Property Security Agreement
Exhibit B-2   Form of After-Acquired Intellectual Property Security Agreement
Exhibit C     Form of Uncertificated Securities Control Agreement

SCHEDULES

Schedule 4.1(f)(i)      Intellectual Property
Schedule 4.1(f)(iii)    Licenses with Grantor as Licensee
Schedule 4.1(f)(vi)     Licenses with Grantor as Licensor
Schedule 4.1(f)(viii)   Unpaid Fees and Taxes


                                       ii



                                                                            PAGE
                                                                            ----
Schedule 4.1(g)         Commercial Tort Claims
Schedule 4.2(a)         Filings and Other Actions Required to Perfect
                        Security Interests
Schedule 4.2(c)         Organizational Information
Schedule 4.2(d)         Location of Inventory and Equipment
Schedule 4.2(e)(i)      Description of Equity Instruments
Schedule 4.2(e)(ii)     Description of Pledged Debt Instruments
Schedule 4.2(e)(iii)    Description of Pledged Accounts
Schedule 8.2            Notice Addresses of Guarantors


                                       iii



          GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 1, 2007 (this
"Agreement"), made by each of the signatories hereto (together with any other
entity that may become a party hereto as provided herein, the "Grantors"), in
favor of CREDIT SUISSE, CAYMAN ISLANDS BRANCH ("CS"), as administrative agent
(in such capacity and together with its successors, the "Administrative Agent")
and as collateral agent (in such capacity and together with its successors, the
"Collateral Agent" and, together with the Administrative Agent, the "Agent") for
(i) the banks and other financial institutions or entities (the "Lenders") from
time to time parties to the Credit Agreement, dated as of April 4, 2007 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Clarke American Corp. (to be renamed Harland Clarke Holdings
Corp.), a Delaware corporation (the "Borrower"), certain subsidiaries of the
Borrower (each a "Subsidiary Co-Borrower" and, together with the Borrower, the
"Co-Borrowers"), the Lenders party thereto, Credit Suisse Securities (USA) LLC
("Credit Suissse"), as joint bookrunner and joint lead arranger, Bear, Stearns &
Co. Inc., as joint bookrunner, joint lead arranger (in such capacities, together
with Credit Suisse, the "Arrangers") and as syndication agent, CS, as
Administrative Agent and as Collateral Agent, and JPMorgan Chase Bank, N.A. and
Citigroup Global Markets Inc., as co-documentation agents (together, in such
capacity and together with their respective successors, the "Documentation
Agents"), and (ii) the other Secured Parties (as hereinafter defined).

                                   WITNESSETH:

          WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make extensions of credit to the Co-Borrowers upon the terms and
subject to the conditions set forth therein;

          WHEREAS, each Co-Borrower is a member of an affiliated group of
companies that includes each other Grantor;

          WHEREAS, the proceeds of the extensions of credit under the Credit
Agreement will be used in part to enable the Co-Borrowers to make valuable
transfers to one or more of the other Grantors in connection with the operation
of their respective businesses;

          WHEREAS, the Co-Borrowers and the other Grantors are engaged in
related businesses, and each Grantor will derive substantial direct and indirect
benefit from the making of the extensions of credit under the Credit Agreement;
and

          WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective extensions of credit to the Co-Borrowers under the
Credit Agreement that the Grantors shall have executed and delivered this
Agreement to the Agent for the ratable benefit of the Secured Parties;

          NOW, THEREFORE, in consideration of the premises and to induce the
Arrangers, the Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the
Co-Borrowers thereunder, each Grantor hereby agrees with the Agent, for the
ratable benefit of the Secured Parties, as follows:



                            SECTION 1. DEFINED TERMS

     1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement, and the following terms are used herein as defined in the New
York UCC (and if defined in more than one Article of the New York UCC, such
terms shall have the meanings given in Article 9 thereof): Accounts, Account
Debtor, Certificated Security, Chattel Paper, Commercial Tort Claim, Commodity
Account, Commodity Contract, Commodity Intermediary, Documents, Deposit Account,
Electronic Chattel Paper, Equipment, Financial Asset, Fixtures, Goods,
Instruments, Inventory, Letter of Credit, Letter of Credit Rights, Money,
Payment Intangibles, Securities Account, Securities Intermediary, Security,
Security Entitlement, Supporting Obligations, Tangible Chattel Paper and
Uncertificated Security.

          (b) The following terms shall have the following meanings:

          "Administrative Agent" shall have the meaning assigned to such term in
the preamble.

          "Agreement" shall mean this Guarantee and Collateral Agreement, as the
same may be amended, supplemented, replaced or otherwise modified from time to
time.

          "Arrangers" shall have the meaning assigned to such term in the
preamble.

          "Assumption Agreement" means an agreement in the form of Exhibit A
hereto.

          "Borrower" shall have the meaning assigned to such term in the
preamble.

          "Borrower Obligations" shall mean the Secured Obligations as defined
in the Credit Agreement; provided, that (i) Secured Hedging and Cash Management
Obligations shall be secured and guaranteed pursuant to the Collateral Documents
only to the extent that, and for so long as the other Borrower Obligations shall
not have been "paid in full" (as defined in Section 1.2(d)) (other than
indemnities and other contingent obligations not then due and payable) and (ii)
the amount of Secured Hedging and Cash Management Obligations (x) under any
Hedge Agreements shall not exceed the net amount, including any net termination
payments, that would be required to be paid to the counterparty to such Hedge
Agreement on the date of termination of such Hedge Agreement and (y)
constituting Cash Management Obligations shall not exceed $15,000,000 at any
time outstanding.

          "Closing Date" shall mean the date hereof.

          "Co-Borrower" shall have the meaning assigned to such term in the
preamble.

          "Collateral" shall have the meaning assigned to such term in Section
3.

          "Collateral Account" shall mean (i) any collateral account established
by the Agent as provided in Section 6.1 or 6.4 or (ii) any cash collateral
account established as provided in Section 2.09(a) of the Credit Agreement.


                                       2



          "Collateral Account Funds" shall mean, collectively, the following:
all funds (including all trust monies), investments (including all cash
equivalents) credited to, or purchased with funds from, any Collateral Account
and all certificates and instruments from time to time representing or
evidencing such investments; all notes, certificates of deposit, checks and
other instruments from time to time hereafter delivered to or otherwise
possessed by the Agent for or on behalf of any Grantor in substitution for, or
in addition to, any or all of the Collateral; and all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the items
constituting Collateral.

          "Collateral Agent" shall have the meaning assigned to such term in the
preamble.

          "Contracts" shall mean all contracts and agreements between any
Grantor and any other person (in each case, whether written or oral, or third
party or intercompany) as the same may be amended, assigned, extended, restated,
supplemented, replaced or otherwise modified from time to time including (i) all
rights of any Grantor to receive moneys due and to become due to it thereunder
or in connection therewith, (ii) all rights of any Grantor to receive proceeds
of any insurance, indemnity, warranty or guaranty with respect thereto, (iii)
all rights of any Grantor to damages arising thereunder and (iv) all rights of
any Grantor to terminate and to perform and compel performance of, such
Contracts and to exercise all remedies thereunder.

          "Copyright Licenses" shall mean, with respect to any Grantor, any
agreement, whether written or oral, providing for the grant by or to such
Grantor of any right in, to or under any Copyright (including the grant of
rights to manufacture, print, publish, copy, import, export, distribute, exploit
and sell materials derived from any Copyright), including those agreements
listed in Schedule 4.1(f)(i) (as such schedule may be amended from time to
time).

          "Copyrights" shall mean (i) all copyrights arising under the laws of
the United States, any other country, or union of countries, or any political
subdivision of any of the foregoing, whether registered or unregistered and
whether or not the underlying works of authorship have been published, all
registrations and recordings thereof, and all applications in connection
therewith, including all registrations, recordings and applications in the
United States Copyright Office (including those registrations and applications
listed in Schedule 4.1(f)(i) (as such schedule may be amended from time to
time)), (ii) all extensions and renewals thereof, and the right to obtain all
extensions and renewals thereof, (iii) the right to sue or otherwise recover for
past, present and future infringements of any of the foregoing, (iv) all
proceeds of the foregoing, including all royalties, income, payments, claims,
damages, and proceeds of suit now or hereafter due and/or payable with respect
thereto, including, without limitation, payments under all licenses entered into
in connection therewith, and damages or payments for past, present or future
infringements thereof, and (v) all other rights of any kind whatsoever accruing
thereunder or pertaining thereto throughout the world.

          "Credit Agreement" shall have the meaning assigned to such term in the
preamble.

          "Direct Beneficiary" shall have the meaning assigned to such term in
Section 2.2(b).


                                       3



          "Documentation Agent" shall have the meaning assigned to such term in
the preamble.

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

          "Excluded Assets" shall mean

          (a) any permit, lease, license, contract, property right or agreement
to which any Grantor is a party or any of its rights or interests thereunder if
and only for so long as the grant of a security interest hereunder shall
constitute or result in a breach, termination or default under any such permit,
lease, license, contract, property right or agreement (other than to the extent
that any such term would be rendered ineffective pursuant to Sections 9-406,
9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other
applicable law or principles of equity); provided, however, that such security
interest shall attach immediately to any portion of such permit, lease, license,
contract, property rights or agreement that does not result in any of the
consequences specified above;

          (b) Letter of Credit Rights;

          (c) any vehicle covered by a certificate of title or ownership;

          (d) any real property held by any Co-Borrower or any Guarantor as a
lessee under a lease;

          (e) assets owned by any Grantor on the date hereof or hereafter
acquired that are subject to a Lien permitted to be incurred under the Credit
Agreement that are described in clause (h), (i), (p), (r), (bb) or (q) (with
respect to any Lien described in the foregoing clauses of the definition of
"Permitted Liens") of the definition of "Permitted Liens" in the Credit
Agreement if the contract or other agreement in which such Lien is granted (or
the documentation providing for the obligations subject to such Lien) validly
prohibits the creation of the Lien created hereunder on such assets;

          (f) "intent-to-use" applications for Trademarks filed pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. Section 1051, unless and until an
Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of
the Lanham Act has been filed, to the extent that any assignment of an
"intent-to-use" application prior to such filing would violate the Lanham Act or
cause the Trademark that is the subject thereof to be invalidated or abandoned;

          (g) Equity Interests in (i) any Immaterial Subsidiary that is not
required to be a Loan Party in accordance with Section 5.11(e) of the Credit
Agreement, (ii) any Unrestricted Subsidiary and (iii) any Receivables
Subsidiary; and

          (h) any asset with respect to which the Agent (in consultation with
the Borrower) has determined that the burden or cost of attaching a security
interest thereto is excessive in relation to the benefits to be obtained by the
Secured Parties.

          "Excluded Foreign Subsidiary Voting Stock" shall mean the voting
Equity Interests in any Foreign Subsidiary.


                                       4



          "General Intangibles" shall mean all "general intangibles" as such
term is defined in Section 9-102(a)(42) of the New York UCC and, in any event,
including with respect to any Grantor, all rights of such Grantor to receive any
tax refunds, all Hedge Agreements and all contracts, agreements, instruments and
indentures and all licenses, permits, concessions, franchises and authorizations
issued by Governmental Authorities in any form, and portions thereof, to which
such Grantor is a party or under which such Grantor has any right, title or
interest or to which such Grantor or any property of such Grantor is subject, as
the same may from time to time be amended, supplemented, replaced or otherwise
modified, including (i) all rights of such Grantor to receive moneys due and to
become due to it thereunder or in connection therewith, (ii) all rights of such
Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty
with respect thereto, (iii) all rights of such Grantor to damages arising
thereunder and (iv) all rights of such Grantor to terminate and to perform and
compel performance and to exercise all remedies thereunder.

          "Grantors" shall have the meaning assigned to such term in the
preamble.

          "Guarantor Obligations" shall mean with respect to any Guarantor, all
obligations and liabilities of such Guarantor which may arise under or in
connection with this Agreement (including Section 3) or any other Loan Document
to which such Guarantor is a party, in each case whether on account of guarantee
obligations, reimbursement obligations, fees, indemnities, costs, expenses or
otherwise (including all fees and disbursements of counsel to any Secured Party
that are required to be paid by such Guarantor pursuant to the terms of this
Agreement or any other Loan Document).

          "Guarantors" shall mean the collective reference to (i) each Grantor
other than the Co-Borrowers and (ii) each Co-Borrower in its capacity as a
guarantor of the Borrower Obligations of each other Co-Borrower.

          "Holdings" shall mean CA Acquisition Holdings, Inc, a Delaware
corporation.

          "Indirect Beneficiary" shall have the meaning assigned to such term in
Section 2.2(b).

          "Insurance" shall mean (i) all insurance policies covering any or all
of the Collateral (regardless of whether the Agent is the loss payee thereof)
and (ii) any key man life insurance policies.

          "Intellectual Property" shall mean all rights in and to intellectual
property, whether arising under United States, multinational or foreign laws or
otherwise, including the Copyrights, the Copyright Licenses, the Patents, the
Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets and
the Trade Secret Licenses, and all rights to sue or otherwise recover at law or
in equity for any past, present and future infringement, misappropriation,
dilution or other impairment thereof, including the right to receive all
proceeds and damages therefrom.

          "Intellectual Property Security Agreement" means an agreement in the
form of Exhibit B-1 hereto.


                                       5



          "Intercompany Note" shall mean any promissory note evidencing loans
made by any Grantor to Holdings, the Borrower or any of the Subsidiaries.

          "Investment Property" shall mean the collective reference to (i) all
"investment property" as such term is defined in Section 9-102(a)(49) of the New
York UCC (other than any Excluded Foreign Subsidiary Voting Stock excluded from
the definition of "Pledged Equity Interests") including all Certificated
Securities and Uncertificated Securities, all Security Entitlements, all
Securities Accounts, all Commodity Contracts and all Commodity Accounts, (ii)
security entitlements, in the case of any United States Treasury book-entry
securities, as defined in 31 C.F.R. section 357.2, or, in the case of any United
States federal agency book-entry securities, as defined in the corresponding
United States federal regulations governing such book-entry securities, and
(iii) whether or not otherwise constituting "investment property," all Pledged
Notes, all Pledged Equity Interests, all Pledged Security Entitlements and all
Pledged Commodity Contracts.

          "Issuers" shall mean the collective reference to each issuer of a
Pledged Security.

          "Lenders" shall have the meaning assigned to such term in the
preamble.

          "Licensed Intellectual Property" shall have the meaning assigned to
such term in Section 4.1(f)(i).

          "New York UCC" shall mean the Uniform Commercial Code as from time to
time in effect in the State of New York.

          "Obligations" shall mean (i) in the case of each Co-Borrower, its
Borrower Obligations and its Guarantor Obligations, and (ii) in the case of each
Guarantor that is not a Co-Borrower, its Guarantor Obligations.

          "Owned Intellectual Property" shall have the meaning assigned to such
term in Section 4.1(f)(i).

          "Patent License" shall mean, with respect to any Grantor, any
agreement, whether written or oral, providing for the grant by or to such
Grantor of any right in, to or under any Patent (including the grant of rights
to manufacture, use, import, export, distribute or sell any invention covered in
whole or in part by a Patent), including those agreements listed in Schedule
4.1(f)(i) (as such schedule may be amended or supplemented from time to time).

          "Patents" shall mean (i) all patents of the United States, any other
country, or union of countries or any political subdivision of any of the
foregoing, and all applications in connection therewith, including all patents
and patent applications in the United States Patent and Trademark Office
(including those listed in Schedule 4.1(f)(i) (as such schedule may be amended
or supplemented from time to time)), (ii) all reissues, extensions, divisions,
continuations and continuations-in-part thereof, and the right to obtain all
reissues and extensions thereof, (iii) all inventions (whether or not
patentable) and all improvements thereof, (iv) the right to sue or otherwise
recover for past, present and future infringements of any of the foregoing, (v)
all proceeds of the foregoing, including all royalties, income, payments,
claims, damages and proceeds of suit now and hereafter due and/or payable with
respect thereto


                                       6



(including payments under all licenses entered into in connection therewith, and
damages and payments for past, present or future infringements thereof), and
(vi) all other rights of any kind whatsoever accruing thereunder or pertaining
thereto throughout the world.

          "person" shall mean any natural person, corporation, trust, business
trust, joint venture, joint stock company, association company, limited
liability company, partnership, Governmental Authority or other entity.

          "Pledged Alternative Equity Interests" shall mean all interests of any
Grantor in participation or other interests in any equity or profits of any
business entity and the certificates, if any, representing such interests and
all dividends, distributions, cash, warrants, rights, options, instruments,
securities and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such
interests and any other warrant, right or option to acquire any of the
foregoing; provided, however, that Pledged Alternative Equity Interests shall
not include any Pledged Stock, Pledged Partnership Interests, Pledged LLC
Interests or Pledged Trust Interests.

          "Pledged Commodity Contracts" shall mean all commodity contracts
listed on Schedule 4.2(e)(iii) (as such schedule may be amended from time to
time) and all other commodity contracts to which any Grantor is party from time
to time.

          "Pledged Debt Securities" shall mean all debt securities now owned or
hereafter acquired by any Grantor, including the debt securities listed on
Schedule 4.2(e)(ii), (as such schedule may be amended or supplemented from time
to time), together with any other certificates, options, rights or security
entitlements of any nature whatsoever in respect of the debt securities of any
person that may be issued or granted to, or held by, any Grantor while this
Agreement is in effect.

          "Pledged Equity Interests" shall mean all Pledged Stock, Pledged LLC
Interests, Pledged Partnership Interests, Pledged Trust Interests and Pledged
Alternative Equity Interests.

          "Pledged LLC Interests" shall mean all interests of any Grantor now
owned or hereafter acquired in any limited liability company, including all
limited liability company interests listed on Schedule 4.2(e)(i) hereto under
the heading "Pledged LLC Interests" (as such schedule may be amended or
supplemented from time to time) and the certificates, if any, representing such
limited liability company interests and any interest of such Grantor on the
books and records of such limited liability company and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such limited
liability company interests and any other warrant, right or option to acquire
any of the foregoing.

          "Pledged Notes" shall mean all promissory notes now owned or hereafter
acquired by any Grantor, including those listed on Schedule 4.2(e)(ii) (as such
schedule may be amended or supplemented from time to time) and all Intercompany
Notes at any time issued to or held by any Grantor (other than promissory notes
in an aggregate principal amount not to exceed


                                       7



$5,000,000 at any time outstanding issued in connection with extensions of trade
credit by any Grantor in the ordinary course of business).

          "Pledged Partnership Interests" shall mean all interests of any
Grantor now owned or hereafter acquired in any general partnership, limited
partnership, limited liability partnership or other partnership, including all
partnership interests listed on Schedule 4.2(e)(i) hereto under the heading
"Pledged Partnership Interests" (as such schedule may be amended or supplemented
from time to time) and the certificates, if any, representing such partnership
interests and any interest of such Grantor on the books and records of such
partnership and all dividends, distributions, cash, warrants, rights, options,
instruments, securities and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such partnership interests and any other warrant, right or option
to acquire any of the foregoing.

          "Pledged Securities" shall mean the collective reference to the
Pledged Debt Securities, the Pledged Notes and the Pledged Equity Interests.

          "Pledged Security Entitlements" shall mean all security entitlements
with respect to the financial assets listed on Schedule 4.2(e)(iii) (as such
schedule may be amended from time to time) and all other security entitlements
of any Grantor.

          "Pledged Stock" shall mean all shares of capital stock now owned or
hereafter acquired by any Grantor, including all shares of capital stock listed
on Schedule 4.2(e)(i) hereto under the heading "Pledged Stock" (as such schedule
may be amended or supplemented from time to time), and the certificates, if any,
representing such shares and any interest of such Grantor in the entries on the
books of the issuer of such shares and all dividends, distributions, cash,
warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares and any other warrant,
right or option to acquire any of the foregoing; provided, however, that in no
event shall more than 65% of the total outstanding Excluded Foreign Subsidiary
Voting Stock be required to be pledged hereunder.

          "Pledged Trust Interests" shall mean all interests of any Grantor now
owned or hereafter acquired in a Delaware business trust or other trust,
including all trust interests listed on Schedule 4.2(e)(i) hereto under the
heading "Pledged Trust Interests" (as such schedule may be amended or
supplemented from time to time) and the certificates, if any, representing such
trust interests and any interest of such Grantor on the books and records of
such trust or on the books and records of any securities intermediary pertaining
to such interest and all dividends, distributions, cash, warrants, rights,
options, instruments, securities and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such trust interests and any other warrant, right or option to
acquire any of the foregoing.

          "Proceeds" shall mean all "proceeds" as such term is defined in
Section 9-102(a)(64) of the New York UCC and, in any event, shall include all
dividends or other income from the Investment Property, collections thereon or
distributions or payments with respect thereto.


                                       8



          "Qualified Counterparty" shall mean, (a) with respect to any Specified
Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge
Agreement was entered into, was (i) a Lender, an Agent, an Arranger or an
Affiliate of any of the foregoing, or (ii) any person reasonably acceptable to
the Agent and, in each case upon compliance with the notice requirement in the
definition of Secured Hedging and Cash Management Obligations in the Credit
Agreement and (b) with respect to Cash Management Obligations, any person who
provides treasury, depositary and cash management services to the Borrower and
is designated in writing by the Borrower to the Agent as a "Qualified
Counterparty" in respect of such Cash Management Obligations that, at the time
such Cash Management Obligations were incurred, was (x) a Lender, an Agent, an
Arranger or an Affiliate of any of the foregoing or (y) any person reasonably
acceptable to the Agent.

          "Receivable" shall mean all Accounts and any other right to payment
for goods or other property sold, leased, licensed or otherwise disposed of or
for services rendered, whether or not such right is evidenced by an Instrument
or Chattel Paper or classified as a Payment Intangible and whether or not it has
been earned by performance. References herein to Receivables shall include any
Supporting Obligation or collateral securing such Receivable.

          "Secured Parties" shall mean, collectively, the Administrative Agent,
the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the
Lenders and, with respect to any Secured Hedging and Cash Management
Obligations, any Qualified Counterparty that has agreed to be bound by the
provisions of Article VIII of the Credit Agreement as if it were a Lender party
thereto.

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

          "Specified Hedge Agreement" shall mean any Hedge Agreement (a) entered
into by (i) Holdings, the Borrower or any of the Subsidiaries and (ii) a
Qualified Counterparty and (b) which has been designated by such Qualified
Counterparty and the Borrower, by notice to the Agent not later than 90 days
after the execution and delivery thereof by Holdings, the Borrower or such
Subsidiary, as a Specified Hedge Agreement.

          "Subsidiary" shall mean any subsidiary of the Borrower.

          "Subsidiary Co-Borrower" shall have the meaning assigned to such term
in the preamble.

          "Trademark License" shall mean, with respect to any Grantor, any
agreement, whether written or oral, providing for the grant by or to such
Grantor of any right in, to or under any Trademark, including those agreements
listed in Schedule 4.2(e)(i) (as such schedule may be amended or supplemented
from time to time).

          "Trademarks" shall mean (i) all United States, State and foreign
trademarks, service marks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, trade dress, domain names, logos
and other source or business identifiers, whether registered or unregistered,
all registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other
country,


                                       9



union of countries, or any political subdivision of any of the foregoing, or
otherwise, and all common-law rights related thereto, including the
registrations and applications listed in Schedule 4.2(e)(i) (as such schedule
may be amended or supplemented from time to time), (ii) all renewals thereof and
the right to obtain all renewals thereof, (iii) the right to sue or otherwise
recover for past, present and future infringements or dilutions of any of the
foregoing or for any injury to goodwill, (iv) all proceeds of the foregoing,
including all royalties, income, payments, claims, damages and proceeds of suit
now and hereafter due and/or payable with respect thereto (including payments
under all licenses entered into in connection therewith, and damages and
payments for past, present or future infringements or dilutions thereof, and (v)
all other rights of any kind whatsoever accruing thereunder or pertaining
thereto throughout the world, together in each case with the goodwill of the
business connected with the use of, and symbolized by, each of the above.

          "Trade Secret License" shall mean, with respect to any Grantor, any
agreement, whether written or oral, providing for the grant by or to such
Grantor of any right in, to or under any Trade Secret, including those
agreements listed in Schedule 4.2(e)(i) (as such schedule may be amended or
supplemented from time to time).

          "Trade Secrets" shall mean (i) all trade secrets and all other
confidential or proprietary information and know-how, whether or not reduced to
a writing or other tangible form, (ii) the right to sue or otherwise recover for
past, present and future misappropriations of any of the foregoing, (iii) all
proceeds of the foregoing, including all royalties, income, payments, claims,
damages and proceeds of suit now and hereafter due and/or payable with respect
thereto (including payments under all licenses entered into in connection
therewith, and damages and payments for past, present or future
misappropriations thereof, and (iv) all other rights of any kind whatsoever
accruing thereunder or pertaining thereto throughout the world.

     1.2 Other Definitional Provisions. (a) The words "hereof," "herein,"
"hereto" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Section and Schedule references are to the specific
provisions of this Agreement unless otherwise specified.

          (b) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

          (c) Where the context requires, terms relating to the Collateral or
any part thereof, when used in relation to a Grantor, shall refer to the
property or assets such Grantor has granted as Collateral or the relevant part
thereof.

          (d) The expressions "payment in full," "paid in full" and any other
similar terms or phrases when used herein with respect to the Borrower
Obligations or the Guarantor Obligations shall mean (i) the termination of the
Commitments, (ii) the payment and satisfaction in full, in cash of all Secured
Obligations (other than Unliquidated Obligations and Secured Hedging and Cash
Management Obligations), (iii) the cash collateralization or support by letters
of credit of any Unliquidated Obligations included in any L/C Exposure in
existence at such time in a manner reasonably satisfactory to the Issuing Bank
(or as the Issuing Bank may otherwise agree) and (iv) with respect to all
Hedging Obligations then included in Secured Hedging and


                                       10



Cash Management Obligations, either the payment and satisfaction in full in cash
of such Obligations or the cash collateralization or support by letters of
credit of such Obligations in a manner reasonably satisfactory to the Person to
whom such Obligations are owed (or as such Person may otherwise agree).

          (e) The words "include," "includes" and "including," and words of
similar import, shall not be limiting and shall be deemed to be followed by the
phrase "without limitation."

          (f) All references to the Lenders herein shall, where appropriate,
include any Lender, the Agent, any Arranger, the Syndication Agent, any
Co-Documentation Agent or any Qualified Counterparty to a Specified Hedge
Agreement or to an arrangement creating Cash Management Obligations.

                              SECTION 2. GUARANTEE

     2.1 Guarantee.

          (a) Each of the Guarantors hereby, jointly and severally,
unconditionally and irrevocably, guarantees to the Agent, for the ratable
benefit of the Secured Parties and their respective permitted successors,
endorsees, transferees and assigns in accordance with terms and conditions of
the Credit Agreement, the prompt and complete payment and performance by the
Co-Borrowers (or, if such Guarantor is a Co-Borrower, the other Co-Borrowers)
when due (whether at the stated maturity, by acceleration or otherwise) of the
Borrower Obligations.

          (b) If and to the extent required in order for the Obligations of any
Guarantor to be enforceable under applicable federal, state and other laws
relating to the insolvency of debtors, the maximum liability of such Guarantor
hereunder shall be limited to the greatest amount which can lawfully be
guaranteed by such Guarantor under such laws, after giving effect to any rights
of contribution, reimbursement and subrogation arising under Section 2.2. Each
Guarantor acknowledges and agrees that, to the extent not prohibited by
applicable law, (i) such Guarantor (as opposed to its creditors, representatives
of creditors or bankruptcy trustee, including such Guarantor in its capacity as
debtor in possession exercising any powers of a bankruptcy trustee) has no
personal right under such laws to reduce, or request any judicial relief that
has the effect of reducing, the amount of its liability under this Agreement,
(ii) such Guarantor (as opposed to its creditors, representatives of creditors
or bankruptcy trustee, including such Guarantor in its capacity as debtor in
possession exercising any powers of a bankruptcy trustee) has no personal right
to enforce the limitation set forth in this Section 2.1(b) or to reduce, or
request judicial relief reducing, the amount of its liability under this
Agreement, and (iii) the limitation set forth in this Section 2.1(b) may be
enforced only to the extent required under such laws in order for the
obligations of such Guarantor under this Agreement to be enforceable under such
laws and only by or for the benefit of a creditor, representative of creditors
or bankruptcy trustee of such Guarantor or other person entitled, under such
laws, to enforce the provisions thereof.

          (c) Each Guarantor agrees that the Borrower Obligations may at any
time and from time to time be incurred or permitted in an amount exceeding the
maximum liability of


                                       11



such Guarantor under Section 2.1(b) without impairing the guarantee contained in
this Section 2 or affecting the rights and remedies of any Secured Party
hereunder.

          (d) The guarantee contained in this Section 2 shall remain in full
force and effect until payment in full of the Obligations (other than
indemnities and other contingent Obligations not then due and payable),
notwithstanding that from time to time during the term of the Credit Agreement
any of the Co-Borrowers may be free from any Borrower Obligations.

          (e) No payment made by any of the Co-Borrowers, any of the Guarantors,
any other guarantor or any other person or received or collected by any Secured
Party from any of the Co-Borrowers, any of the Guarantors, any other guarantor
or any other person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of or
in payment of the Borrower Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of any Guarantor hereunder which
shall, notwithstanding any such payment (other than any payment made by such
Guarantor in respect of the Borrower Obligations or any payment received or
collected from such Guarantor in respect of the Borrower Obligations), remain
liable for the Borrower Obligations up to the maximum liability of such
Guarantor hereunder until the Borrower Obligations (other than in respect of any
indemnities and other contingent Obligations not then due and payable) are paid
in full.

     2.2 Rights of Reimbursement, Contribution and Subrogation. In case any
payment is made on account of the Obligations by any Grantor or is received or
collected on account of the Obligations from any Grantor or its property:

          (a) If such payment is made by a Co-Borrower or from its property,
then, if and to the extent such payment is made on account of Obligations
arising from or relating to a Loan or other extension of credit made to such
Co-Borrower or a Letter of Credit issued for the account of such Co-Borrower,
such Co-Borrower shall not be entitled (i) to demand or enforce reimbursement or
contribution in respect of such payment from any other Grantor or (ii) to be
subrogated to any claim, interest, right or remedy of any Secured Party against
any other person, including any other Grantor or its property, until such time
as all Obligations (other than in respect of indemnities and other contingent
Obligations not then due and payable) have been paid in full.

          (b) If such payment is made by a Guarantor (each, an "Indirect
Beneficiary") that either (i) is not a Co-Borrower or (ii) is a Co-Borrower but
such payment is in respect of an obligation that relates to a Borrowing by or
issuance of a Letter of Credit for the benefit of another Co-Borrower (a "Direct
Beneficiary"), or from the property of Indirect Beneficiary, such Indirect
Beneficiary shall be entitled, subject to and upon payment in full of the
Obligations (other than in respect of any indemnities and other contingent
Obligations not then due and payable), (i) to demand and enforce reimbursement
for the full amount of such payment from the applicable Direct Beneficiary and
(ii) to demand and enforce contribution in respect of such payment from each
other Indirect Beneficiary that has not paid its fair share of such payment, as
necessary to ensure that (after giving effect to any enforcement of
reimbursement rights provided hereby) each Guarantor pays its fair share of the
unreimbursed portion of such payment. For this purpose, the fair share of each
Guarantor as to any unreimbursed payment shall be determined


                                       12



based on an equitable apportionment of such unreimbursed payment among all
Guarantors based on the relative value of their assets and any other equitable
considerations deemed appropriate by a court of competent jurisdiction.

          (c) If and whenever (after payment in full of the Obligations other
than in respect of indemnities and other contingent Obligations not then due and
payable) any right of reimbursement or contribution becomes enforceable by any
Grantor against any other Grantor under Section 2.2(a) or 2.2(b), such Grantor
shall be entitled, subject to and upon payment in full of the Obligations (other
than in respect of indemnities and other contingent Obligations not then due and
payable), to be subrogated (equally and ratably with all other Grantors entitled
to reimbursement or contribution from any other Grantor as set forth in this
Section 2.2) to any security interest that may then be held by the Agent upon
any Collateral granted to it in this Agreement. Such right of subrogation shall
be enforceable solely against the Grantors, and not against the Secured Parties,
and neither the Agent nor any other Secured Party shall have any duty whatsoever
to warrant, ensure or protect any such right of subrogation or to obtain,
perfect, maintain, hold, enforce or retain any Collateral for any purpose
related to any such right of subrogation. If subrogation is demanded by any
Grantor, then (after payment in full of the Obligations other than in respect of
indemnities and other contingent Obligations not then due and payable) the Agent
shall deliver to the Grantors making such demand, or to a representative of such
Grantors or of the Grantors generally, an instrument reasonably satisfactory to
the Agent and the applicable Grantor transferring, on a quitclaim basis without
any recourse, representation, warranty or obligation whatsoever, whatever
security interest the Agent then may hold in whatever Collateral may then exist
that was not previously released or disposed of by the Agent.

          (d) All rights and claims arising under this Section 2.2 or based upon
or relating to any other right of reimbursement, indemnification, contribution
or subrogation that may at any time arise or exist in favor of any Grantor as to
any payment on account of the Obligations made by it or received or collected
from its property shall be fully subordinated in all respects to the prior
payment in full of all of the Obligations (other than in respect of indemnities
and other contingent Obligations not then due and payable). Until payment in
full of the Obligations (other than in respect of indemnities and other
contingent Obligations not then due and payable), no Grantor shall demand or
receive any collateral security, payment or distribution whatsoever (whether in
cash, property or securities or otherwise) on account of any such right or
claim. If any such payment or distribution is made or becomes available to any
Grantor in any bankruptcy case or receivership, insolvency or liquidation
proceeding, such payment or distribution shall be delivered by the person making
such payment or distribution directly to the Agent, for application to the
payment of the Obligations. If any such payment or distribution is received by
any Grantor, it shall be held by such Grantor for the benefit of the Secured
Parties, and shall forthwith be transferred and delivered by such Grantor to the
Agent, in the exact form received and, if necessary, duly endorsed.

          (e) The obligations of the Grantors under the Loan Documents,
including their liability for the Obligations and the enforceability of the
security interests granted thereby, are not contingent upon the validity,
legality, enforceability, collectibility or sufficiency of any right of
reimbursement, contribution or subrogation arising under this Section 2.2. The
invalidity, insufficiency, unenforceability or uncollectibility of any such
right shall not in any


                                       13



respect diminish, affect or impair any such obligation or any other claim,
interest, right or remedy at any time held by any Secured Party against any
Guarantor or its property. The Secured Parties make no representations or
warranties in respect of any such right and shall have no duty to assure,
protect, enforce or ensure any such right or otherwise relating to any such
right.

          (f) Each Grantor reserves any and all other rights of reimbursement,
contribution or subrogation at any time available to it as against any other
Grantor, but (i) the exercise and enforcement of such rights shall be subject to
Section 2.2(d) and (ii) neither the Agent nor any other Secured Party shall have
any duty or liability whatsoever in respect of any such right, except as
provided in Section 2.2(c).

     2.3 Amendments, etc. with respect to the Borrower Obligations. Each
Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Borrower
Obligations made by any Secured Party may be rescinded by such Secured Party and
any of the Borrower Obligations continued, and the Borrower Obligations, or the
liability of any other person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, increased, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
any Secured Party, and the Credit Agreement and the other Loan Documents and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the parties
thereto may deem advisable from time to time, and any collateral security,
guarantee or right of offset at any time held by any Secured Party for the
payment of the Borrower Obligations may be sold, exchanged, waived, surrendered
or released. No Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the Borrower
Obligations or for the guarantee contained in this Section 2 or any property
subject thereto.

     2.4 Guarantee Absolute and Unconditional (a) Each Guarantor waives any and
all notice of the creation, renewal, extension or accrual of any of the Borrower
Obligations and notice of or proof of reliance by any Secured Party upon the
guarantee contained in this Section 2 or acceptance of the guarantee contained
in this Section 2; the Borrower Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon the guarantee contained in this Section 2;
and all dealings between any of the Co-Borrowers and any of the Guarantors, on
the one hand, and the Secured Parties, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon the
guarantee contained in this Section 2. Each Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon any of the Co-Borrowers or any of the Guarantors with respect to the
Borrower Obligations. Each Guarantor understands and agrees that the guarantee
contained in this Section 2 shall be construed as a continuing, absolute and
unconditional guarantee of payment and performance without regard to (a) the
validity or enforceability of the Credit Agreement or any other Loan Document,
any of the Borrower Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to
time held by any Secured Party, (b) any defense, set-off or counterclaim (other
than a defense of payment or performance hereunder) which may at any time be
available to or be asserted by any Co-


                                       14



Borrower or any other person against any Secured Party, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of such
Co-Borrower or such Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of such Co-Borrower for the Borrower
Obligations, or of such Guarantor under the guarantee contained in this Section
2, in bankruptcy or in any other instance, other than payment or performance
hereunder. When making any demand hereunder or otherwise pursuing its rights and
remedies hereunder against any Guarantor, any Secured Party may, but shall be
under no obligation to, make a similar demand on or otherwise pursue such rights
and remedies as it may have against any other Co-Borrower, any other Guarantor
or any other person or against any collateral security or guarantee for the
Borrower Obligations or any right of offset with respect thereto, and any
failure by any Secured Party to make any such demand, to pursue such other
rights or remedies or to collect any payments from any other Co-Borrower, any
other Guarantor or any other person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of
any other Co-Borrower, any other Guarantor or any other person or any such
collateral security, guarantee or right of offset, shall not relieve any
Guarantor of any obligation or liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a
matter of law, of any Secured Party against any Guarantor. For the purposes
hereof "demand" shall include the commencement and continuance of any legal
proceedings.

          (b) To the fullest extent permitted by applicable law, each Guarantor
hereby waives: (i) any defense arising by reason of any claim or defense based
upon an election of remedies by Agent or any Lender, including any defense based
upon an election of remedies by Agent or any Lender under the provisions of
Sections 580d and 726 of the California Code of Civil Procedure or any similar
laws of any other jurisdiction; and (ii) the benefit of any statute of
limitations affecting such Guarantor's liability hereunder or the enforcement
thereof, and any act which shall defer or delay the operation of any statute of
limitations applicable to the Guarantor Obligations shall similarly operate to
defer or delay the operation of such statute of limitations applicable to such
Guarantor's liability hereunder.

          (c) Until such time as all of the Guarantor Obligations (other than
indemnities and other contingent obligations not due and payable) have been paid
in full each Guarantor hereby waives and postpones any right of subrogation such
Guarantor has or may have as against any Co-Borrower with respect to the
Guarantor Obligations, including under any one or more of California Civil Code
Sections 2847, 2848, and 2849 or any similar laws of any other jurisdiction.

          (d) If any of the Guarantor Obligations at any time are secured by a
mortgage or deed of trust upon real property, Agent may elect, in its sole
discretion, during the continuance of an Event of Default with respect to the
Guarantor Obligations, to foreclose such mortgage or deed of trust judicially or
nonjudicially in any manner permitted by law, before or after enforcing this
Agreement, without diminishing or affecting the liability of any Guarantor
hereunder. Each Guarantor understands that (a) by virtue of the operation of New
York's (or any similar laws of any other jurisdiction) antideficiency law
applicable to nonjudicial foreclosures, an election by Agent nonjudicially to
foreclose such a mortgage or deed of trust probably would have the effect of
impairing or destroying rights of subrogation, reimbursement, contribution, or
indemnity of such Guarantor against the Co-Borrowers or other Guarantors or
sureties, and (b) absent the waiver given by such Guarantor herein, such an
election would estop Agent from enforcing this


                                       15



Agreement against such Guarantor. Understanding the foregoing, and understanding
that each Guarantor hereby is relinquishing a defense to the enforceability of
this Agreement, each Guarantor hereby waives, to the extent permitted by law,
any right to assert against Agent any defense to the enforcement of this
Agreement, whether denominated "estoppel" or otherwise, based on or arising from
an election by Agent nonjudicially to foreclose any such mortgage or deed of
trust. Each Guarantor understands that the effect of the foregoing waiver may be
that such Guarantor may have liability hereunder for amounts with respect to
which such Guarantor may be left without rights of subrogation, reimbursement,
contribution, or indemnity against the Co-Borrowers or other Guarantors. Each
Guarantor also agrees that the "fair market value" provisions of Section 580a of
the California Code of Civil Procedure or any similar laws of any other
jurisdiction shall have no applicability with respect to the determination of
such Guarantor's liability under this Agreement.

          (e) Without limiting the generality of any other waiver or other
provision set forth in this Agreement, each Guarantor waives, to the extent
permitted by law, all rights and defenses that such Guarantor may have if all or
part of the Guarantor Obligations are secured by real property. This means,
among other things:

               (i) Agent may collect from Guarantor without first foreclosing on
any real or personal property collateral that may be pledged by any Co-Borrower
or any Guarantor.

               (ii) If Agent forecloses on any real property collateral that may
be pledged by any Co-Borrower or any Guarantor:

                    (1)  the amount of the Guarantor Obligations or any
                         obligations of any Guarantor in respect thereof may be
                         reduced only by the price for which that collateral is
                         sold at the foreclosure sale, even if the collateral is
                         worth more than the sale price.

                    (2)  Agent may collect from each Guarantor even if Agent, by
                         foreclosing on the real property collateral, has
                         destroyed any right such Guarantor may have to collect
                         from any Co-Borrower or any other Guarantor.

          This is an unconditional and irrevocable waiver of any rights and
defenses each Guarantor may have if all or part of the Guarantor Obligations are
secured by real property. These rights and defenses are based upon Section 580a,
580b, 580d, or 726 of the California Code of Civil Procedure or any similar laws
of any other jurisdiction.

          (f) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER
PROVISION SET FORTH IN THIS AGREEMENT, EACH GUARANTOR HEREBY WAIVES, TO THE
MAXIMUM EXTENT SUCH WAIVER IS PERMITTED BY LAW, ANY AND ALL BENEFITS OR DEFENSES
ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE
Sections. 2787 THROUGH AND INCLUDING Section. 2855, CALIFORNIA CODE OF CIVIL
PROCEDURE Sections. 580a, 580b, 580d, AND 726 OR ANY SIMILAR LAWS OF ANY OTHER
JURISDICTION.


                                       16



          (g) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER
PROVISION SET FORTH IN THIS AGREEMENT, EACH GUARANTOR WAIVES ALL RIGHTS AND
DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY AGENT, EVEN THOUGH THAT
ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY
FOR A GUARANTOR OBLIGATION, HAS DESTROYED SUCH GUARANTOR'S RIGHTS OF SUBROGATION
AND REIMBURSEMENT AGAINST THE CO-BORROWERS BY THE OPERATION OF SECTION 580d OF
THE CALIFORNIA CODE OF CIVIL PROCEDURE OR ANY SIMILAR LAWS OF ANY OTHER
JURISDICTION OR OTHERWISE.

          (h) Without affecting the generality of this Section, each Guarantor
hereby also agrees to the following waivers:

               (i) Each Guarantor agrees that Agent's right to enforce this
Agreement is absolute and is not contingent upon the genuineness, validity or
enforceability of any of the Loan Documents. Each Guarantor waives all benefits
and defenses it may have under California Civil Code Section 2810 or any similar
laws of any other jurisdiction and agrees that Agent's rights under this
Agreement shall be enforceable even if the Co-Borrowers had no liability at the
time of execution of the Loan Documents or later ceases to be liable.

               (ii) Each Guarantor waives all benefits and defenses it may have
under California Civil Code Section 2809 or any similar laws of any other
jurisdiction with respect to Guarantor Obligations under this Agreement and
agrees that Agent's rights under the Loan Documents will remain enforceable even
if the amount secured by the Loan Documents is larger in amount and more
burdensome than that for which Borrower is responsible. The enforceability of
this Agreement against each Guarantor shall continue until the Borrower
Obligations have been paid in full and shall not be limited or affected in any
way by any impairment or any diminution or loss of value of any security or
Collateral for the Co-Borrowers' Obligations under the Loan Documents, from
whatever cause, the failure of any security interest in any such Collateral or
any disability or other defense of any Co-Borrower or any other Guarantor under
the Loan Documents other than the payment in full of the Guarantor Obligations
(other than indemnities and other contingent obligations not due and payable).

               (iii) Each Guarantor waives all benefits and defenses it may have
under California Civil Code Sections 2845, 2849 and 2850 or any similar laws of
any other jurisdiction with respect to its obligations under this Agreement,
including the right to require Agent to (A) proceed against any Co-Borrower, any
Guarantor or any Grantor, (B) proceed against or exhaust any other Collateral
the Agent may hold, or (C) pursue any other right or remedy for such Guarantor's
benefit, and agrees that Agent may exercise its rights under this Agreement
without taking any action against any Co-Borrower, any other Guarantor or
Grantor, and without proceeding against or exhausting any Collateral the Agent
holds.

          (i) Paragraphs (b) through (h) of this Section 2.4 which refer to
certain sections of the California Civil Code are included herein solely out of
an abundance of caution and shall not be construed to mean that any of the
above-referenced provisions of California law are in any way applicable to this
Agreement.


                                       17



     2.5 Reinstatement. The guarantee contained in this Section 2 shall continue
to be effective, or be reinstated, as the case may be, if at any time payment,
or any part thereof, of any of the Borrower Obligations is rescinded or must
otherwise be restored or returned by any Secured Party upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of any Co-Borrower or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, any Co-Borrower or any
Guarantor or any substantial part of its property, or otherwise, all as though
such payments had not been made.

     2.6 Payments. Each Guarantor hereby guarantees that payments hereunder will
be paid as set forth in Section 2.16 of the Credit Agreement.

                     SECTION 3. GRANT OF SECURITY INTEREST;
                      CONTINUING LIABILITY UNDER COLLATERAL

          (a) Each Grantor hereby assigns and transfers to the Agent, and hereby
grants to the Agent, for the ratable benefit of the Secured Parties, a security
interest in all of the personal property of such Grantor, including the
following property, in each case, wherever located and now owned or at any time
hereafter acquired by such Grantor or in which such Grantor now has or at any
time in the future may acquire any right, title or interest (collectively, the
"Collateral"), as collateral security for the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or
otherwise) of such Grantor's Obligations:

               (i) all Accounts;

               (ii) all Chattel Paper;

               (iii) all Collateral Accounts and all Collateral Account Funds;

               (iv) all Commercial Tort Claims from time specifically described
on Schedule 4.1(g);

               (v) all Contracts;

               (vi) all Deposit Accounts;

               (vii) all Documents;

               (viii) all Equipment;

               (ix) all Fixtures;

               (x) all General Intangibles;

               (xi) all Goods;

               (xii) all Instruments;


                                       18



               (xiii) all Insurance;

               (xiv) all Intellectual Property;

               (xv) all Inventory;

               (xvi) all Investment Property;

               (xvii) all Money;

               (xviii) all Securities Accounts;

               (xix) all books, records, ledger cards, files, correspondence,
customer lists, blueprints, technical specifications, manuals, computer
software, computer printouts, tapes, disks and other electronic storage media
and related data processing software and similar items that at any time pertain
to or evidence or contain information relating to any of the Collateral or are
otherwise necessary or helpful in the collection thereof or realization
thereupon; and

               (xx) to the extent not otherwise included, all other property,
whether tangible or intangible, of the Grantor and all Proceeds, products,
accessions, rents and profits of any and all of the foregoing and all collateral
security, Supporting Obligations and guarantees given by any person with respect
to any of the foregoing;

          provided that, notwithstanding any other provision set forth in this
Section 3, this Agreement shall not, at any time, constitute a grant of a
security interest in any property that is, at such time, an Excluded Asset.

          (b) Notwithstanding anything herein to the contrary, (i) each Grantor
shall remain liable for all obligations under and in respect of the Collateral
and nothing contained herein is intended or shall be a delegation of duties to
the Agent or any other Secured Party, (ii) each Grantor shall remain liable
under and each of the agreements included in the Collateral, including any
agreements relating to any Receivables, any Contracts and any agreements
relating to Pledged Partnership Interests or Pledged LLC Interests, to perform
all of the obligations undertaken by it thereunder all in accordance with and
pursuant to the terms and provisions thereof and neither the Agent nor any other
Secured Party shall have any obligation or liability under any of such
agreements by reason of or arising out of this Agreement or any other document
related hereto nor shall the Agent nor any other Secured Party have any
obligation to make any inquiry as to the nature or sufficiency of any payment
received by it or have any obligation to take any action to collect or enforce
any rights under any agreement included in the Collateral, including any
agreements relating to any Receivables, any Contracts or any agreements relating
to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise
by the Agent of any of its rights hereunder shall not release any Grantor from
any of its duties or obligations under the contracts and agreements included in
the Collateral, including any agreements relating to any Receivables, any
Contracts and any agreements relating to Pledged Partnership Interests or
Pledged LLC Interests.


                                       19



                   SECTION 4. REPRESENTATIONS AND WARRANTIES

     4.1 All Credit Events After the First Credit Event. To induce the
Arrangers, the Agent, the Syndication Agents, the Documentation Agent and the
Lenders to enter into the Credit Agreement and to induce the Lenders to make
their respective extensions of credit to the Borrower thereunder, as of the date
of each Credit Event (other than the Credit Events occurring on the Closing
Date), each Grantor hereby represents and warrants to the Secured Parties that:

          (a) Representations in Credit Agreement. In the case of each Guarantor
(other than Holdings), the representations and warranties set forth in Article
III of the Credit Agreement as they relate to such Guarantor or to the Loan
Documents to which such Guarantor is a party, each of which is hereby
incorporated herein by reference, are true and correct, in all material
respects, except for representations and warranties expressly 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, and
the Secured Parties shall be entitled to rely on each of them as if they were
fully set forth herein, provided that each reference in each such representation
and warranty to the Borrower's or Holdings' knowledge shall, for the purposes of
this Section 4.l, be deemed to be a reference to such Guarantor's knowledge.

          (b) Title; No Other Liens. Such Grantor owns each item of the
Collateral free and clear of any and all Liens or claims, including Liens
arising as a result of such Grantor becoming bound (as a result of merger or
otherwise) as grantor under a security agreement entered into by another person,
except for Liens expressly permitted by Section 6.02 of the Credit Agreement. No
financing statement, mortgage or other public notice with respect to all or any
part of the Collateral is on file or of record in any public office, except such
as have been filed in favor of the Agent, for the ratable benefit of the Secured
Parties, pursuant to this Agreement or as are expressly permitted by the Credit
Agreement.

          (c) Farm Products. Except as disclosed to the Agent from time to time
upon its request, none of the Collateral constitutes, or is the Proceeds of,
Farm Products, or As Extracted Collateral.

          (d) Investment Property

               (i) The Pledged Debt Securities and Pledged Notes (with respect
to Pledged Debt Securities and Pledged Notes issued by a Person other than
Holdings or a subsidiary of Holdings only, to the best knowledge of such Grantor
and only to the extent that such Pledged Debt Securities and Pledged Notes,
either individually or in the aggregate, constitute a material portion of the
Collateral) have been duly authorized, authenticated or issued, and delivered
and are the legal, valid and binding obligation of the issuers thereof
enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principals of equity, regardless of whether
considered in a proceeding in equity or at law, and are not in default and
constitute all of the issued and outstanding inter-company indebtedness
evidenced by an instrument or certificated security of the respective issuers
thereof owing to such Grantor.


                                       20



               (ii) The shares of Pledged Equity Interests pledged by such
Grantor hereunder constitute all of the issued and outstanding shares of all
classes of Equity Interests in each Issuer owned by such Grantor except, in the
case of Excluded Foreign Subsidiary Voting Stock, the Pledged Equity Interests
shall not constitute more than 65% of the outstanding Excluded Foreign
Subsidiary Voting Stock of each relevant Issuer.

               (iii) The Pledged Equity Interests (with respect to Pledged
Equity Interests issued by a Person other than Holdings or a subsidiary of
Holdings only, to the best knowledge of such Grantor) have been duly and validly
issued and are fully paid and nonassessable.

               (iv) Such Grantor is the record and beneficial owner of, and has
good and marketable title to, the Investment Property and Deposit Accounts
pledged by it hereunder, free of any and all Liens in favor of any other person,
except Liens expressly permitted by Section 6.02 of the Credit Agreement, and
except as is permissible under the Credit Agreement, 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 Pledged Equity Interests.

          (e) Receivables.

               (i) No amount payable to such Grantor under or in connection with
any Receivable that is included in the Collateral is evidenced by any Instrument
or Tangible Chattel Paper which has not been delivered to the Agent or
constitutes Electronic Chattel Paper that has not been subjected to the control
(within the meaning of Section 9-105 of the New York UCC) of the Agent, in each
such case to the extent required by Section 5.1.

               (ii) Except in each case as could not reasonably be expected to
have a Material Adverse Effect, to the best knowledge of each Grantor, each
Receivable that is included in the Collateral (i) is and will be the legal,
valid and binding obligation of the Account Debtor in respect thereof,
representing an unsatisfied obligation of such Account Debtor, (ii) is and will
be enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principals of equity, regardless of whether
considered in a proceeding in equity or at law, (iii) is not and will not be
subject to any setoffs, defenses, taxes, counterclaims (except with respect to
refunds, returns and allowances in the ordinary course of business with respect
to damaged merchandise) and (iv) is and will be in compliance with all
applicable laws and regulations.

          (f) Intellectual Property

               (i) Schedule 4.1(f)(i) lists all Intellectual Property which is
registered with a Governmental Authority or is the subject of an application for
registration and all material unregistered Intellectual Property, in each case
which is owned by such Grantor on the date hereof (collectively, the "Owned
Intellectual Property"). Except as set forth in Schedule 4.1(f)(i), such Grantor
is the exclusive owner of the entire and unencumbered right, title and interest
in and to all such Owned Intellectual Property and is otherwise entitled to use,
and grant


                                       21



to others the right to use, all such Owned Intellectual Property subject only to
the license terms of the licensing or franchise agreements referred to in
paragraph (iii) below. Such Grantor has a valid and enforceable right to use all
third party Intellectual Property which it uses in its business, but does not
own (collectively, the "Licensed Intellectual Property" and, together with the
Owned Intellectual Property and any other Intellectual Property owned by such
Grantor, the "Company Intellectual Property").

               (ii) On the date hereof, all Owned Intellectual Property and, to
such Grantor's knowledge, all Licensed Intellectual Property, in each case,
which is material to such Grantor's business (collectively, the "Material
Intellectual Property"), is valid, subsisting, unexpired and enforceable and has
not been abandoned. To the Grantor's knowledge, neither the operation of such
Grantor's business as currently conducted or as contemplated to be conducted nor
the use of any Company Intellectual Property in connection therewith infringes,
misappropriates, dilutes, misuses or otherwise violates in any material respect
the intellectual property rights of any other person.

               (iii) Except as set forth in Schedule 4.1(f)(iii), on the date
hereof (A) none of the Material Intellectual Property is the subject of any
licensing or franchise agreement pursuant to which such Grantor is the licensee
or franchisee and (B) to the Grantor's knowledge, there are no other agreements,
obligations, orders or judgments which affect the use of any Material
Intellectual Property.

               (iv) Except as could not reasonably be expected to have a
Material Adverse Effect, (A) the rights of such Grantor in or to the Company
Intellectual Property do not infringe, misappropriate, dilute, misuse or
otherwise violate the rights of any third party, and (B) no claim has been
asserted that the use of the Company Intellectual Property by such Grantor, or,
to the knowledge of such Grantor, by a third party authorized by such Grantor
pursuant to a valid license, sublicense or similar agreement, in each case
infringes, misappropriates, dilutes, misuses or otherwise violates the rights of
any third party.

               (v) Except as could not reasonably be expected to have a Material
Adverse Effect, (A) to such Grantor's knowledge, no holding, decision or
judgment has been rendered by any Governmental Authority or arbitrator in the
United States or outside the United States which would limit, cancel or question
the validity or enforceability of, or such Grantor's rights in, any Company
Intellectual Property, and (B) such Grantor is not aware of any uses of any item
of Company Intellectual Property that could reasonably be expected to lead to
such item becoming invalid or unenforceable including unauthorized uses by third
parties and uses which were not supported by the goodwill of the business
connected with Trademarks and Trademark Licenses.

               (vi) Except as could not reasonably be expected to have a
Material Adverse Effect, no action or proceeding is pending, or, to such
Grantor's knowledge, threatened (A) seeking to limit, cancel or question the
validity of, or such Grantor's rights in, any Owned Intellectual Property, (B)
alleging that any services provided by, processes used by, or products
manufactured or sold by such Grantor infringe, misappropriate, dilute, misuse or
otherwise violate any patent, trademark, copyright, or any other right of any
other person, (C) alleging that any Company Intellectual Property is being
licensed, sublicensed or used in violation of any


                                       22



intellectual property or any other right of any other person, or (D) which, if
adversely determined, would affect the value of any Company Intellectual
Property. Except as could not reasonably be expected to have a Material Adverse
Effect, to such Grantor's knowledge, no person is engaging in any activity that
infringes upon, or is otherwise an unauthorized use of, any Company Intellectual
Property or upon the rights of such Grantor therein. Except as set forth in
Schedule 4.1(f)(vi), such Grantor has not granted any license, release, covenant
not to sue, non-assertion assurance, or other right to any person with respect
to any part of the Material Intellectual Property. The consummation of the
transactions contemplated by this Agreement (including the enforcement of
remedies) could not reasonably be expected to result in the termination or
impairment of any of the Material Intellectual Property.

               (vii) With respect to each Copyright License, Trademark License,
Trade Secret License and Patent License the loss of which could reasonably be
expected to have a Material Adverse Effect: (A) such license is valid and
binding and in full force and effect and represents the entire agreement between
the respective licensor and licensee with respect to the subject matter of such
license; (B) such license will not cease to be valid and binding and in full
force and effect on terms identical to those currently in effect as a result of
the rights and interests granted herein, nor will the grant of such rights and
interests constitute a breach or default under such license or otherwise give
the licensor or licensee a right to terminate such license; (C) such Grantor has
not received any notice of termination or cancellation under such license; (D)
such Grantor has not received any notice of a breach or default under such
license, which breach or default has not been cured; and (E) such Grantor is not
in breach or default in any material respect, and no event has occurred that,
with notice and/or lapse of time, would constitute such a breach or default or
permit termination, modification or acceleration under such license.

               (viii) Except as set forth in Schedule 4.1(f)(viii), such Grantor
has performed all acts and has paid all fees and taxes necessary in its
reasonable business judgment to adequately maintain and protect its interest in
each and every item of Material Intellectual Property. To the extent such
Grantor has reasonably determined that it is commercially practicable to do so,
such Grantor has used proper statutory notice in connection with its use of each
Patent, Trademark and Copyright included in the Material Intellectual Property.

               (ix) Except as could not reasonably be expected to have a
Material Adverse Effect, (A) none of the Trade Secrets included in the Company
Intellectual Property have been used, divulged, disclosed or appropriated to the
detriment of such Grantor for the benefit of any other person; (B) to the
knowledge of such Grantor, no employee, independent contractor or agent of such
Grantor has misappropriated any trade secrets of any other person in the course
of the performance of his or her duties as an employee, independent contractor
or agent of such Grantor; and (B) to the knowledge of such Grantor, no employee,
independent contractor or agent of such Grantor is in default or breach of any
term of any employment agreement, non-disclosure agreement, assignment of
inventions agreement or similar agreement or contract relating in any way to the
protection, ownership, development, use or transfer of such Grantor's
Intellectual Property.

               (x) Except as could not reasonably be expected to have a Material
Adverse Effect, such Grantor has made all filings and recordations necessary to
adequately


                                       23



protect its interest in its Owned Intellectual Property, including registration
of its Patents and Trademarks with the United States Patent and Trademark Office
and, and registration of any of its Copyrights with the United States Copyright
Office.

               (xi) Except as could not reasonably be expected to have a
Material Adverse Effect, no Grantor is subject to any settlement or consents,
judgment, injunction, order, decree, covenants not to sue, non-assertion
assurances or releases that would impair the validity or enforceability of, or
such Grantor's rights in, any Company Intellectual Property.

          (g) Commercial Tort Claims. No Grantor has any Commercial Tort Claims
as of the date hereof individually or in the aggregate in excess of $1,000,000
for which such Grantor has filed a complaint in a court of competent
jurisdiction, except as specifically described on Schedule 4.1(g).

     4.2 First Credit Event. As of the Closing Date:

          (a) Perfected First Priority Liens. (i) The security interests granted
pursuant to this Agreement (x) upon completion of the filings and other actions
specified on Schedule 4.2(a) (all of which, in the case of all filings and other
documents referred to on said Schedule, subject to Section 5.14, have been
delivered to the Agent in duly completed and duly executed form (which shall
include real estate descriptions sufficient to enable the Agent to record
financing statements in the county records, in such counties identified on
Schedule 4.2(a), sufficient to perfect a security interest in all Collateral
that constitutes Fixtures)(1), as applicable, and may be filed by the Agent at
any time) and payment of all filing fees, will constitute valid, perfected
security interests in all of the Collateral (other than Deposit Accounts) in
favor of the Agent, for the ratable benefit of the Secured Parties, as
collateral security for such Grantor's Obligations, enforceable in accordance
with the terms hereof and (y) are prior to all other Liens on the Collateral,
except for Liens expressly permitted by Section 6.02 of the Credit Agreement.

          (b) Perfection Certificate. The Perfection Certificates substantially
in the form of Annex A hereto have been duly prepared, completed and executed by
an Officer of the Borrower or the Company, as applicable, and the information
set forth therein is correct and complete in all material respects as of the
date hereof.

          (c) Name; Jurisdiction of Organization, etc. On the date hereof, such
Grantor's exact legal name (as indicated on the public record of such Grantor's
jurisdiction of formation or organization), jurisdiction of organization,
organizational identification number, if any, and the location of such Grantor's
chief executive office or sole place of business are specified on Schedule
4.2(c). On the date hereof, each Grantor is organized solely under the law of
the jurisdiction so specified and has not filed any certificates of
domestication, transfer or continuance in any other jurisdiction. Except as
otherwise indicated on Schedule

- ----------
(1)  This clause should be included if we are filing separate fixture filings in
     addition to mortgages, if any.


                                       24



4.2(c), the jurisdiction of each such Grantor's organization of formation is
required to maintain a public record showing the Grantor to have been organized
or formed. Except as specified on Schedule 4.2(c), as of the date hereof, no
such Grantor has changed its name, jurisdiction of organization, chief executive
office or sole place of business or its corporate structure in any way (e.g., by
merger, consolidation, change in corporate form or otherwise) within the past
five years.

          (d) Inventory and Equipment

               (i) On the date hereof, any Inventory and the Equipment with a
fair market value of $10,000 or more (other than mobile goods or Inventory in
transit) that is included in the Collateral are kept at the locations listed on
Schedule 4.2(d), and each such location is owned by a Grantor except for
locations (x) that are leased by a Grantor as lessee and designated on Part A of
Schedule 4.2(d) and (y) at which Inventory is held in a public warehouse or is
otherwise held by a bailee or on consignment as designated in Part B of Schedule
4.2(d).

               (ii) Except for those locations listed on Part B of Schedule
4.2(d), as of the date hereof, no Inventory or Equipment with a fair market
value of $10,000 or more that is included in the Collateral is in the possession
of an issuer of a negotiable document (as defined in Section 7-104 of the New
York UCC) therefor or is otherwise in the possession of any bailee or
warehouseman.

          (e) Investment Property. Schedule 4.2(e)(i) hereto sets forth under
the headings "Pledged Stock," "Pledged LLC Interests," "Pledged Partnership
Interests" and "Pledged Trust Interests," respectively, all of the Pledged
Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust
Interests owned by any Grantor as of the Closing Date and, as of the Closing
Date, such Pledged Equity Interests constitute the percentage of issued and
outstanding shares of stock, percentage of membership interests, percentage of
partnership interests or percentage of beneficial interests of the respective
issuers thereof indicated on such schedule. Schedule 4.2(e)(ii) sets forth under
the heading "Pledged Debt Securities" or "Pledged Notes" all of the Pledged Debt
Securities and Pledged Notes owned by any Grantor as of the Closing Date.
Schedule 4.2(e)(iii) hereto sets forth under the headings "Securities Accounts,"
"Commodities Accounts," and "Deposit Accounts" respectively, all of the
Securities Accounts, Commodities Accounts and Deposit Accounts in which each
Grantor has an interest as of the Closing Date and in which such Grantor
customarily maintains cash, securities or other assets in excess of $10,000.
Each respective Grantor, as the case may be, is the sole entitlement holder or
customer of each such account (other than the Agent, where its interests may
appear), and no Grantor has consented to or is otherwise aware of any person,
other than the Agent, as the case may be, having "control" (within the meanings
of Sections 8-106, 9-106 and 9-104 of the New York UCC) over, or any other
interest in, any Securities Account, Commodity Account, Deposit Account, in each
case in which such Grantor has an interest, or any securities, commodities or
other property credited thereto other than Liens permitted under Section 6.02 of
the Credit Agreement.

                              SECTION 5. COVENANTS

          Each Grantor covenants and agrees with the Secured Parties that, from
and after the date of this Agreement until the Obligations (other than in
respect of any indemnities and other contingent obligations not yet due and
payable) shall have been paid in full:


                                       25



     5.1 Delivery and Control of Instruments, Chattel Paper, Negotiable
Documents and Investment Property. (a) If any amount in excess of $1,000,000
individually or $5,000,000 in the aggregate (with respect to which the actions
specified in this Section 5.1(a) have not been taken) payable in respect of the
Collateral is or shall become evidenced or represented by any Instrument,
Certificated Security, Negotiable Document or Tangible Chattel Paper, such
Instrument (other than checks received in the ordinary course of business),
Certificated Security, Negotiable Documents or Tangible Chattel Paper shall be
immediately delivered to the Agent, duly endorsed in a manner satisfactory to
the Agent, to be held as Collateral pursuant to this Agreement, and all of such
property owned by any Grantor as of the Closing Date shall be delivered on the
Closing Date.

          (b) If any amount in excess of $1,000,000 individually or $5,000,000
in the aggregate (with respect to which the actions specified in this Section
5.1(b) have not been taken) payable in respect of the Collateral is or shall
become "Electronic Chattel Paper" such Grantor shall use commercially reasonable
efforts to ensure that (i) a single authoritative copy exists which is unique,
identifiable, unalterable (except as provided in clauses (iii), (iv) and (v) of
this paragraph), (ii) such authoritative copy identifies the Agent as the
assignee and is communicated to and maintained by the Agent or its designee,
(iii) copies or revisions that add or change the assignee of the authoritative
copy can only be made with the participation of the Agent, (iv) each copy of the
authoritative copy and any copy of a copy is readily identifiable as a copy and
not the authoritative copy and (v) any revision of the authoritative copy is
readily identifiable as an authorized or unauthorized revision.

          (c) If any Collateral is or shall become evidenced or represented by
an Uncertificated Security, such Grantor shall cause each Issuer thereof that is
a Subsidiary or shall use commercially reasonable efforts to cause each other
Issuer thereof either (i) to register the Agent as the registered owner of such
Uncertificated Security, upon original issue or registration of transfer or (ii)
to agree in writing with such Grantor and the Agent that such Issuer will comply
with instructions with respect to such Uncertificated Security originated by the
Agent without further consent of such Grantor, such agreement to be in
substantially the form of Exhibit C or such other form reasonably acceptable to
the Agent, and such actions shall be taken on or prior to the Closing Date with
respect to any Uncertificated Securities owned as of the Closing Date by any
Grantor.

          (d) In addition to and not in lieu of the foregoing (and subject to
the terms of Section 5.14), if any Issuer of any Investment Property included in
the Collateral is organized under the law of, or has its chief executive office
in, a jurisdiction outside of the United States, each Grantor shall take such
additional actions (or use commercially reasonable efforts to take such actions
if the Issuer is not a Subsidiary), including causing the Issuer to register the
pledge on its books and records, as may be reasonably requested by the Agent,
under the laws of such jurisdiction to insure the validity, perfection and
priority of the security interest of the Agent.

          (e) Any Indebtedness of any Subsidiary that is not a Loan Party owing
to the Borrower or any Subsidiary that is a Loan Party in excess of $1,000,000
individually and $5,000,000 in the aggregate (with respect to which the actions
specified in this Section 5.1(e) have not been taken) shall be reasonably
promptly evidenced by a promissory note or other


                                       26



instrument, and such note or instrument shall be promptly pledged and delivered
to the Agent, duly endorsed in a manner satisfactory to the Agent.

     5.2 Maintenance of Insurance. (a) Such Grantor will maintain all insurance
policies required under Section 5.10 of the Credit Agreement. All 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 Agent of written notice thereof, (ii) if reasonably requested by
the Agent, include a breach of warranty clause if such clause is attainable
through commercially reasonable efforts and (iii) be reasonably satisfactory in
all other respects to the Agent.

          (b) Such Grantor will deliver to the Agent on behalf of the Secured
Parties, (i) on the Closing Date, a certificate dated such date showing the
amount and types of insurance coverage as of such date, (ii) upon the reasonable
request of the Agent from time to time, reasonably detailed information as to
the insurance carried, (iii) promptly following receipt of notice from any
insurer, a copy of any notice of cancellation or material adverse change in
coverage from that existing on the Closing Date, (iv) promptly upon receipt
thereof, notice of any cancellation or nonrenewal of coverage by such Grantor
and (v) promptly after such information is available to such Grantor, reasonably
detailed information as to any claim for an amount in excess of $1,000,000 with
respect to any property and casualty insurance policy maintained by such
Grantor. The Agent shall be named as additional insured on all such liability
insurance policies of such Grantor and the Agent shall be named as loss payee on
all property and casualty insurance policies of such Grantor.

     5.3 Payment of Obligations. Except as would not reasonably be expected to
have a Material Adverse Effect, such Grantor shall pay and discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all taxes, assessments and governmental charges or levies imposed
upon the Collateral or in respect of income or profits therefrom, as well as all
claims of any kind (including claims for labor, materials and supplies) against
or with respect to the Collateral, except that no such charge need be paid if
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings, reserves in conformity with GAAP with respect thereto
have been provided on the books of such Grantor and such proceedings could not
reasonably be expected to result in the sale, forfeiture or loss of any material
portion of the Collateral or any interest therein.

     5.4 Compliance with Terms. Except as would not reasonably be expected to
have a Material Adverse Effect, each Grantor will perform and comply in all
material respects with all obligations in respect of the Collateral and all
material agreements relating to the Collateral to which it is a party or by
which it is bound.

     5.5 Disposition of Collateral. No Grantor will sell, lease, transfer or
otherwise dispose of the Collateral except for sales, leases, transfers and
other dispositions permitted under the terms of the Credit Agreement.

     5.6 Maintenance of Perfected Security Interest; Further Documentation. (a)
Subject to the terms of Section 5.14, such Grantor shall maintain each of the
security interests created by


                                       27



this Agreement as a perfected security interest having at least the priority
described in Section 4.2(a) and shall defend such security interest against the
claims and demands of all persons whomsoever, subject to the provisions of
Section 8.15.

          (b) Such Grantor shall furnish to the Secured Parties from time to
time statements and schedules further identifying and describing the Collateral
and such other reports in connection with the assets and property of such
Grantor as the Agent may reasonably request (but not more frequently than once
per quarter), all in reasonable detail.

          (c) Subject to the terms of Section 5.14, at any time and from time to
time, upon the written request of the Agent, and at the sole expense of such
Grantor, such Grantor shall promptly and duly authorize, execute and deliver,
and have recorded, such further instruments and documents and take such further
actions as the Agent may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, the filing of any financing or continuation
statements under the Uniform Commercial Code (or other similar laws) in effect
in any jurisdiction with respect to the security interests created hereby and
(ii) in the case of Investment Property and any other relevant Collateral (in
each case, other than Deposit Accounts and Securities Accounts), taking any
actions necessary to enable the Agent to obtain "control" (within the meaning of
the applicable Uniform Commercial Code) with respect thereto.

     5.7 Changes in Locations, Name, Jurisdiction of Incorporation, etc. Such
Grantor agrees to furnish prompt written notice to the Agent of the following:

          (a) changes in the location of Inventory or Equipment in excess of
     $1,000,000 (other than mobile goods) to a location other than those listed
     on Schedule 4.2(c);

          (b) changes to its legal name, jurisdiction of organization or the
     location of its chief executive office or sole place of business from that
     referred to in Section 4.2(c); or

          (c) changes its legal name, identity or structure to such an extent
     that any financing statement filed by the Agent in connection with this
     Agreement would become misleading.

Such Grantor shall deliver to the Agent any duly authorized and, where required,
executed copies of all additional financing statements and other documents
reasonably requested by the Agent to maintain the validity, perfection and
priority of the security interests provided for herein.

     5.8 Notices. Such Grantor shall advise the Agent promptly, in reasonable
detail, of:

          (a) any Lien (other than any Lien expressly permitted by Section 6.02
of the Credit Agreement) on any of the Collateral which would adversely affect
the ability of the Agent to exercise any of its remedies hereunder; and

          (b) of the occurrence of any other event which could reasonably be
expected to have a material adverse effect on the aggregate value of the
Collateral or on the security interests created hereby.


                                       28



     5.9 Investment Property. (a) If such Grantor shall become entitled to
receive or shall receive any stock or other ownership certificate (including any
certificate representing a stock dividend or a distribution in connection with
any reclassification, increase or reduction of capital or any certificate issued
in connection with any reorganization), option or rights in respect of the
Equity Interests in any Issuer, whether in addition to, in substitution of, as a
conversion of, or in exchange for, any shares of or other ownership interests in
the Pledged Securities, or otherwise in respect thereof, such Grantor shall
accept the same as the agent of the Secured Parties, hold the same in trust for
the Secured Parties and deliver the same forthwith to the Agent in the exact
form received, duly endorsed by such Grantor to the Agent, if required, together
with an undated stock power or similar instrument of transfer covering such
certificate duly executed in blank by such Grantor and with, if the Agent so
requests, signature guaranteed, to be held by the Agent, subject to the terms
hereof, as additional collateral security for the Obligations. Promptly
thereafter, such Grantor shall deliver to the Agent a written supplement to
Schedule 4.2(e)(i) and Schedule 4.2(e)(ii), as applicable, that shall accurately
reflect, as of the date of delivery, the Pledged Securities of such Grantor and,
with respect to Pledged Equity Interests, the percentage of issued and
outstanding shares of stock, percentage of membership interests, percentage of
partnership interests or percentage of beneficial interests of the respective
Issuers thereof that are subsidiaries of such Grantor. While an Event of Default
exists, any sums paid upon or in respect of the Pledged Securities upon the
liquidation or dissolution of any Issuer shall be paid over to the Agent to be
held by it hereunder as additional collateral security for the Obligations, and
in case any distribution of capital shall be made on or in respect of the
Pledged Securities or any property shall be distributed upon or with respect to
the Pledged Securities pursuant to the recapitalization or reclassification of
the capital of any Issuer or pursuant to the reorganization thereof, the
property so distributed shall, unless otherwise subject to a perfected security
interest in favor of the Agent, be delivered to the Agent to be held by it
hereunder as additional collateral security for the Obligations. While an Event
of Default exists, if any sums of money or property so paid or distributed in
respect of the Pledged Securities shall be received by such Grantor, such
Grantor shall, until such money or property is paid or delivered to the Agent,
hold such money or property in trust for the Secured Parties, segregated from
other funds of such Grantor, as additional collateral security for the
Obligations.

          (b) Without the prior written consent of the Agent, such Grantor shall
not (i) vote to enable, or take any other action to permit, any Issuer to issue
any stock, partnership interests, limited liability company interests or other
equity securities of any nature or to issue any other securities convertible
into or granting the right to purchase or exchange for any stock, partnership
interests, limited liability company interests or other equity securities of any
nature of any Issuer (except, in each case, pursuant to a transaction permitted
under the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise
dispose of, or grant any option with respect to, any of the Investment Property
or Proceeds thereof or any interest therein (except, in each case, pursuant to a
transaction permitted under the Credit Agreement), (iii) create, incur or permit
to exist any Lien or option in favor of, or any claim of any person with respect
to, any of the Investment Property or Proceeds thereof, or any interest therein,
except for the security interests created by this Agreement or any Lien
permitted thereon pursuant to Section 6.02 of the Credit Agreement, (iv) enter
into any agreement or undertaking restricting the right or ability of such
Grantor or the Agent to sell, assign or transfer any of the Investment Property
or Proceeds thereof or any interest therein (except, in each case, pursuant to a
transaction permitted under the Credit Agreement) or (v) without the prior
written consent of the Agent, cause or permit any


                                       29



subsidiary that is the Issuer of, or otherwise consent to any Issuer of, any
Pledged Partnership Interests or Pledged LLC Interests which are not securities
(for purposes of the New York UCC) on the date hereof to elect or otherwise take
any action to cause such Pledged Partnership Interests or Pledged LLC Interests
to be treated as securities for purposes of the New York UCC; provided, however,
notwithstanding the foregoing, if any issuer of any Pledged Partnership
Interests or Pledged LLC Interests takes any such action in violation of the
provisions in this clause (v), such Grantor shall promptly notify the Agent in
writing of any such election or action and, in such event, shall take all steps
reasonably requested by the Agent to establish the Agent's "control" thereof.

          (c) In the case of each Grantor which is an Issuer, such Issuer agrees
that (i) it shall be bound by the terms of this Agreement relating to the
Pledged Securities issued by it and shall comply with such terms insofar as such
terms are applicable to it, (ii) it shall notify the Agent promptly in writing
of the occurrence of any of the events described in Section 5.9(a) with respect
to the Pledged Securities issued by it and (iii) the terms of Sections 6.3(c)
and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that
may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the
Pledged Securities issued by it. In addition, each Grantor which is either an
Issuer or an owner of any Pledged Security hereby consents to the grant by each
other Grantor of the security interest hereunder in favor of the Agent and to
the transfer of any Pledged Security to the Agent or its nominee following an
Event of Default and to the substitution of the Agent or its nominee as a
partner, member or shareholder of the Issuer of the related Pledged Security.

          (d) If such Grantor shall maintain cash, securities or other assets in
excess of $10,000 in any Securities Account, Commodities Account or Deposit
Account other than those listed on Schedule 4.2(e)(iii) hereto, such Grantor
shall promptly deliver to the Agent an amendment to Schedule 4.2(e)(iii) that
shall accurately reflect such accounts maintained by such Grantor.

          (e) To the extent that the terms of any uncertificated Pledged LLC
Interests and Pledged Partnership Interests do not expressly provide that they
are securities governed by Article 8 of the Uniform Commercial Code in effect
from time to time in the "issuer's jurisdiction" of the respective Issuer
thereof (as such term is defined in the Uniform Commercial Code in effect in
such jurisdiction), such Grantor shall inform the Agent so that the Agent may
take steps to perfect its security interest therein as a General Intangible.

          (f) To the extent that the terms of any certificated Pledged LLC
Interests and Pledged Partnership Interests do not expressly provide that they
are securities governed by Article 8 of the New York UCC, such Grantor shall
inform the Agent so that the Agent may take steps to perfect its security
interest therein as a General Intangible.

     5.10 Receivables. Other than in the ordinary course of business consistent
with its past practice and except as would not reasonably be expected to have a
Material Adverse Effect, such Grantor shall not (i) grant any extension of the
time of payment of any Receivable, (ii) compromise or settle any Receivable for
less than the full amount thereof, (iii) release, wholly or partially, any
person liable for the payment of any Receivable, (iv) allow any credit or


                                       30



discount whatsoever on any Receivable or (v) amend, supplement or modify any
Receivable in any manner that could adversely affect the value thereof.

     5.11 Intellectual Property. (a) Such Grantor (either itself or through
licensees) shall, in a manner reasonably commensurate with past practice, (i)
continue to use each Trademark material to its business in order to maintain
such Trademark in full force free from any claim of abandonment for non-use,
(ii) maintain the quality of products and services offered under such Trademark
and take all necessary steps to ensure that all licensed users of such Trademark
maintain such quality, (iii) not adopt or use any mark which is confusingly
similar or a colorable imitation of such Trademark unless the Agent, for the
ratable benefit of the Secured Parties, shall obtain a perfected security
interest in such mark pursuant to this Agreement and the Intellectual Property
Security Agreement, and (iv) not (and not permit any licensee or sublicensee
thereof to) knowingly do any act or knowingly omit to do any act whereby such
Trademark may become invalidated or impaired in any way.

          (b) Such Grantor (either itself or through licensees) shall not do any
act, or omit to do any act, whereby any Patent owned by such Grantor material to
its business may become forfeited, abandoned or dedicated to the public.

          (c) Such Grantor (either itself or through licensees) shall not
knowingly (and shall not knowingly permit any licensee or sublicensee thereof
to) do any act or omit to do any act whereby any Copyrights owned by such
Grantor and material to its business could reasonably be expected to become
invalidated or otherwise impaired. Such Grantor shall not (either itself or
through licensees) knowingly do any act whereby any such Copyrights may fall
into the public domain.

          (d) Such Grantor (either itself or through licensees) shall not
knowingly use any Company Intellectual Property in a manner that infringes,
misappropriates or violates in any material respect the intellectual property
rights of any other person.

          (e) To the extent such Grantor has reasonably determined that it is
commercially practicable to do so, such Grantor (either itself or through
licensees) shall use proper statutory notice in connection with the use of the
Material Intellectual Property.

          (f) Such Grantor shall notify the Agent immediately if it knows, or
has reason to know, that any application or registration relating to any
Material Intellectual Property may become forfeited, abandoned or dedicated to
the public, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, the United States Copyright
Office or any court or tribunal in any country, but excluding non-final office
actions of the United States Patent and Trademark Office) regarding such
Grantor's ownership of, or the validity of, any Material Intellectual Property
included in the Owned Intellectual Property or such Grantor's right to register
the same or to own and maintain the same.

          (g) Promptly upon such Grantor's acquisition or creation of any
copyrightable work, invention, trademark or other similar property that is
material to the business of such Grantor, apply for registration thereof with
the United States Copyright Office, the United States


                                       31



Patent and Trademark Office and any other appropriate office, if, in each case,
in such Grantor's reasonable business judgment it is appropriate to do so.
Whenever such Grantor, either by itself or through any agent, employee, licensee
or designee, shall file an application for the registration of any Material
Intellectual Property included in the Owned Intellectual Property with the
United States Patent and Trademark Office, the United States Copyright Office or
any similar office or agency in any other country or any political subdivision
thereof, such Grantor shall report such filing to the Agent within five Business
Days after the last day of the fiscal quarter in which such filing occurs. Upon
request of the Agent, such Grantor shall execute and deliver, and have recorded,
any and all agreements, instruments, documents, and papers as the Agent may
request to evidence the Secured Parties' security interest in any Copyright,
Patent, Trademark or other Owned Intellectual Property of such Grantor or, to
the extent such Grantor has recorded its interests therein with the United
States Copyright Office or the United States Patent and Trademark Office, any
Intellectual Property exclusively licensed to such Grantor, and in each case the
goodwill and general intangibles of such Grantor relating thereto or represented
thereby.

          (h) Such Grantor shall take all reasonable and necessary steps,
including in any proceeding before the United States Patent and Trademark
Office, the United States Copyright Office or any similar office or agency in
any other country or any political subdivision thereof, to maintain and pursue
each application (and to obtain the relevant registration) and to maintain each
registration of any item of Material Intellectual Property included in the Owned
Intellectual Property, including the payment of required fees and taxes, the
filing of responses to office actions issued by the United States Patent and
Trademark Office and the United States Copyright Office, the filing of
applications for renewal or extension, the filing of affidavits of use and
affidavits of incontestability, the filing of divisional, continuation,
continuation-in-part, reissue, and renewal applications or extensions, the
payment of maintenance fees, and the participation in interference,
reexamination, opposition, cancellation, infringement and misappropriation
proceedings, unless such Grantor shall have previously determined that such use
or the pursuit or maintenance of such Intellectual Property is no longer
desirable in the conduct of such Grantor's business and that the loss thereof
could not reasonably be expected to have a Material Adverse Effect.

          (i) Such Grantor (either itself or through licensees) shall not,
without the prior written consent of the Agent, discontinue use of or otherwise
abandon any of its Material Intellectual Property, unless such Grantor shall
have previously determined that such use or the pursuit or maintenance of such
Intellectual Property is no longer desirable in the conduct of such Grantor's
business and that the loss thereof could not reasonably be expected to have a
Material Adverse Effect.

          (j) In the event that any item of Material Intellectual Property that
is Owned Intellectual Property is infringed, misappropriated or diluted in any
material respect by a third party, such Grantor shall (i) take such actions as
such Grantor shall reasonably deem appropriate under the circumstances to
protect such Intellectual Property which may include suing for infringement,
misappropriation or dilution, seeking injunctive relief where appropriate and
seeking to recover any and all damages for such infringement, misappropriation
or dilution and (ii) if such Intellectual Property is of material economic
value, promptly notify the Agent after it learns thereof.


                                       32



          (k) Such Grantor agrees that, should it obtain an ownership interest
in any item of Intellectual Property which is not, as of the Closing Date, a
part of the Collateral (the "After-Acquired Intellectual Property"), (i) the
provisions of Section 3 shall automatically apply thereto, and any such
After-Acquired Intellectual Property, and in the case of Trademarks, the
goodwill of the business connected therewith or symbolized thereby, shall
automatically become part of the Collateral, and (ii) with respect to any
After-Acquired Intellectual Property that is Owned Intellectual Property,
exclusively Licensed Intellectual Property, or otherwise Material Intellectual
Property, it shall give prompt (and, in any event within ten Business Days after
the last day of the fiscal quarter in which such Grantor acquires such ownership
interest) written notice thereof to the Agent in accordance herewith, and
provide the Agent promptly (and, in any event within ten Business Days after the
last day of the fiscal quarter in which such Grantor acquires such ownership
interest) with an amended Schedule 4.1(f)(i) and take the actions specified in
Section 5.11(m).

          (l) Such Grantor agrees to execute an Intellectual Property Security
Agreement with respect to its Intellectual Property in substantially the form of
Exhibit B-1 in order to record the security interest granted herein to the Agent
for the ratable benefit of the Secured Parties with the United States Patent and
Trademark Office or the United States Copyright Office.

          (m) Such Grantor agrees to execute an After-Acquired Intellectual
Property Security Agreement with respect to its After-Acquired Intellectual
Property in substantially the form of Exhibit B-2 in order to record the
security interest granted herein to the Agent for the ratable benefit of the
Secured Parties with the United States Patent and Trademark Office or the United
States Copyright Office.

          (n) Such Grantor shall take all steps reasonably necessary to protect
the secrecy of all Trade Secrets material to its business, including entering
into confidentiality agreements with employees and labeling and restricting
access to secret information and documents.

     5.12 Commercial Tort Claims. Such Grantor shall advise the Agent promptly
of any Commercial Tort Claim held by such Grantor individually or in the
aggregate in excess of $1,000,000 for which such Grantor has filed a complaint
in a court of competent jurisdiction and upon the request of the Agent shall
promptly execute a supplement to this Agreement in form and substance reasonably
satisfactory to the Agent to grant a security interest in such Commercial Tort
Claim to the Agent for the ratable benefit of the Secured Parties.

     5.13 No Interference. Each Grantor agrees that it will not interfere with
any right, power and remedy of the Agent provided for in this Agreement or now
or hereafter existing at law or in equity or by statute or otherwise, or the
exercise or beginning of the exercise by the Agent of any one or more of such
rights, powers and remedies.

     5.14 Perfection of Certain Collateral. It is the understanding of the
parties that no Grantor shall be required to establish the Agent's "control"
(within the meanings of Sections 8-106(d)(2) or 9-104(a)(2) of the New York UCC,
respectively) over any Securities Account or Deposit Account. It is the further
understanding of the parties that the security interests granted pursuant to
this Agreement may not be valid or fully perfected in certain assets with
respect to which the Agent (in consultation with the Company) has determined
that the burden of obtaining


                                       33



perfection of a security interest therein is excessive in relation to the
benefits to be obtained by the Secured Parties.

                         SECTION 6. REMEDIAL PROVISIONS

     6.1 Certain Matters Relating to Receivables. (a) At any time and from time
to time (but if an Event of Default does not exist, not more frequently than
once per fiscal year), upon the Agent's request and at the expense of the
relevant Grantor, such Grantor shall cause independent public accountants or
others satisfactory to the Agent to furnish to the Agent reports showing
reconciliations, aging and test verifications of, and trial balances for, the
Receivables that are included in the Collateral in any manner and through any
medium that the Agent reasonably considers advisable.

          (b) If required by the Agent at any time after the occurrence and
during the continuance of an Event of Default, any payments of Receivables, when
collected by any Grantor, (i) shall be forthwith (and, in any event, within two
Business Days) deposited by such Grantor in the exact form received, duly
endorsed by such Grantor to the Agent if required, in a Collateral Account
maintained under the sole dominion and control of the Agent, subject to
withdrawal by the Agent for the account of the Secured Parties only as provided
in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in
trust for the Secured Parties, segregated from other funds of such Grantor. Each
such deposit of Proceeds of Receivables shall, if required by the Agent, be
accompanied by a report identifying in reasonable detail the nature and source
of the payments included in the deposit.

          (c) If required by the Agent at any time after the occurrence and
during the continuance of an Event of Default, each Grantor shall deliver to the
Agent all original and other documents evidencing, and relating to, the
agreements and transactions which gave rise to the Receivables that are included
in the Collateral, including all original orders, invoices and shipping
receipts.

     6.2 Communications with Obligors; Grantors Remain Liable.

          (a) The Agent in its own name or in the name of others may at any time
after the occurrence and during the continuance of an Event of Default upon
prior notice to the Grantors communicate with obligors under the Receivables and
parties to the Contracts to verify with them to the Agent's satisfaction the
existence, amount and terms of any Receivables or Contracts.

          (b) After the occurrence and during the continuance of an Event of
Default, the Agent may upon written notice to the applicable Grantor, notify, or
require any Grantor to notify, the Account Debtor or counterparty to make all
payments under the Receivables and/or Contracts directly to the Agent;

          (c) Anything herein to the contrary notwithstanding, each Grantor
shall remain liable under each of the Receivables and Contracts to observe and
perform all the conditions and obligations to be observed and performed by it
thereunder, all in accordance with the terms of any agreement giving rise
thereto. No Secured Party shall have any obligation or liability under


                                       34



any Receivable (or any agreement giving rise thereto) or Contract by reason of
or arising out of this Agreement or the receipt by any Secured Party of any
payment relating thereto, nor shall any Secured Party be obligated in any manner
to perform any of the obligations of any Grantor under or pursuant to any
Receivable (or any agreement giving rise thereto) or Contract, to make any
payment, to make any inquiry as to the nature or the sufficiency of any payment
received by it or as to the sufficiency of any performance by any party
thereunder, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.

     6.3 Pledged Securities. (a) Unless an Event of Default shall have occurred
and be continuing and the Agent shall have given notice to the relevant Grantor
of the Agent's intent to exercise its corresponding rights pursuant to Section
6.3(b), each Grantor shall be permitted to receive all cash dividends paid in
respect of the Pledged Equity Interests and all payments made in respect of the
Pledged Notes, in each case paid in the normal course of business of the
relevant Issuer and consistent with past practice, to the extent permitted in
the Credit Agreement, and to exercise all voting and corporate rights with
respect to the Pledged Securities; provided, however, that no vote shall be cast
or corporate or other ownership right exercised or other action taken which, in
the Agent's reasonable judgment, would impair the Collateral or which would be
inconsistent with or result in any violation of any provision of the Credit
Agreement, this Agreement or any other Loan Document.

          (b) If an Event of Default shall occur and be continuing: (i) all
rights of each Grantor to exercise or refrain from exercising the voting and
other consensual rights which it would otherwise be entitled to exercise
pursuant hereto shall cease and all such rights shall thereupon become vested in
the Agent who shall thereupon have the sole right, but shall be under no
obligation, to exercise or refrain from exercising such voting and other
consensual rights and (ii) the Agent shall have the right, without notice to any
Grantor, to transfer all or any portion of the Investment Property to its name
or the name of its nominee or agent. In addition, the Agent shall have the right
at any time, without notice to any Grantor, to exchange any certificates or
instruments representing any Investment Property for certificates or instruments
of smaller or larger denominations. In order to permit the Agent to exercise the
voting and other consensual rights which it may be entitled to exercise pursuant
hereto and to receive all dividends and other distributions which it may be
entitled to receive hereunder each Grantor shall promptly execute and deliver
(or cause to be executed and delivered) to the Agent all proxies, dividend
payment orders and other instruments as the Agent may from time to time
reasonably request and each Grantor acknowledges that the Agent may utilize the
power of attorney set forth herein.

          (c) Each Grantor hereby authorizes and instructs each Issuer of any
Pledged Securities pledged by such Grantor hereunder to (i) comply with any
instruction received by it from the Agent in writing that (x) states that an
Event of Default has occurred and is continuing and (y) is otherwise in
accordance with the terms of this Agreement, without any other or further
instructions from such Grantor, and each Grantor agrees that each Issuer shall
be fully protected in so complying, and (ii) upon any such instruction following
the occurrence and during the continuance of an Event of Default, pay any
dividends or other payments with respect to the Investment Property, including
Pledged Securities, directly to the Agent.


                                       35



     6.4 Proceeds to be Turned Over To Agent. In addition to the rights of the
Secured Parties specified in Section 6.1 with respect to payments of
Receivables, if an Event of Default shall occur and be continuing, all Proceeds
received by any Grantor consisting of cash, cash equivalents, checks and other
near-cash items shall be held by such Grantor in trust for the Secured Parties,
and shall, at the request of the Agent, forthwith upon receipt by such Grantor,
be turned over to the Agent in the exact form received by such Grantor (duly
endorsed by such Grantor to the Agent, if required). All Proceeds received by
the Agent hereunder shall be held by the Agent in a Collateral Account
maintained under its sole dominion and control. All Proceeds while held by the
Agent in a Collateral Account (or by such Grantor in trust for the Secured
Parties) shall continue to be held as collateral security for all the
Obligations and shall not constitute payment thereof until applied as provided
in Section 6.5.

     6.5 Application of Proceeds. At such intervals as may be agreed upon by the
Borrower and the Agent, or, if an Event of Default shall have occurred and be
continuing, at any time at the Agent's election, the Agent may apply all or any
part of the net Proceeds (after deducting fees and expenses as provided in
Section 6.6) constituting Collateral realized through the exercise by the Agent
of its remedies hereunder, whether or not held in any Collateral Account, and
any proceeds of the guarantee set forth in Section 2, in payment of the
Obligations in the following order:

          First, to the Issuing Bank, for application by it towards payment of
     the amount of any L/C Disbursements not (x) reimbursed by the Borrower or
     (y) acquired by the Revolving Credit Lenders as required by Section 2.23(d)
     of the Credit Agreement;

          Second, to the Agent, to pay incurred and unpaid interest and fees and
     expenses of the Secured Parties constituting Obligations under the Loan
     Documents;

          Third, to the Agent, for application by it towards payment of amounts
     then due and owing and remaining unpaid in respect of the Obligations, pro
     rata among the Secured Parties according to the amounts of the Obligations
     then due and owing and remaining unpaid to the Secured Parties;

          Fourth, to the Agent, for application by it towards prepayment of the
     Obligations, pro rata among the Lenders and Qualified Counterparties
     according to the amounts of the Obligations then held by the Lenders and
     Qualified Counterparties; and

          Fifth, any balance of such Proceeds remaining after the Obligations
     (other than in respect of any indemnities and other contingent Obligations
     not then due and payable are paid in full, all letters of credit
     outstanding under the Credit Agreement shall have expired or been cancelled
     or cash collateralized or collateralized with letters of credit in a manner
     reasonably satisfactory to the corresponding Issuing Bank shall be paid
     over to the Borrower or to whomsoever may be lawfully entitled to receive
     the same.

     6.6 Code and Other Remedies. (a) If an Event of Default shall occur and be
continuing, the Agent, on behalf of the Secured Parties, may exercise, in
addition to all other rights and remedies granted to them in this Agreement and
in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party


                                       36



under the New York UCC (whether or not the New York UCC applies to the affected
Collateral) or its rights under any other applicable law or in equity. Without
limiting the generality of the foregoing, the Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon any
Grantor or any other person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, lease, license, assign, give option or
options to purchase, or otherwise dispose of and deliver the Collateral or any
part thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker's board or office of
any Secured Party or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. Each Secured Party shall
have the right upon any such public sale or sales, and, to the extent permitted
by law, upon any such private sale or sales, to purchase the whole or any part
of the Collateral so sold, free of any right or equity of redemption in any
Grantor, which right or equity is hereby waived and released. Each purchaser at
any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Grantor, and each Grantor hereby waives (to the extent
permitted by applicable 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. Each Grantor agrees that, to the
extent notice of sale shall be required by law, at least ten days notice to such
Grantor of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification. The Agent
shall not be obligated to make any sale of Collateral regardless of notice of
sale having been given. The 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. The Agent may sell the Collateral without giving any warranties as to
the Collateral. The Agent may specifically disclaim or modify any warranties of
title or the like. This procedure will not be considered to adversely affect the
commercial reasonableness of any sale of the Collateral. Each Grantor agrees
that it would not be commercially unreasonable for the Agent to dispose of the
Collateral or any portion thereof by using Internet sites that provide for the
auction of assets of the types included in the Collateral or that have the
reasonable capability of doing so, or that match buyers and sellers of assets.
EACH Grantor hereby waives any claims against the Agent arising by reason of the
fact that the price at which any Collateral may have been sold at such a private
sale was less than the price which might have been obtained at a public sale,
even if the Agent accepts the first offer received and does not offer such
Collateral to more than one offeree. Each Grantor further agrees, at the Agent's
request, to assemble the Collateral and make it available to the Agent at places
which the Agent shall reasonably select, whether at such Grantor's premises or
elsewhere. The Agent shall have the right to enter onto the property where any
Collateral is located and take possession thereof with or without judicial
process.

          (b) The Agent shall apply the net proceeds of any action taken by it
pursuant to this Section 6.6, after deducting all reasonable costs and expenses
of every kind incurred in connection therewith or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Secured Parties hereunder, including reasonable attorneys'
fees and disbursements, to the payment in whole or in part of the Obligations
and only after such application and after the payment by the Agent of any other
required by any provision


                                       37



of law, including Section 9-615(a) of the New York UCC, need the Agent account
for the surplus, if any, to any Grantor. If the Agent sells any of the
Collateral upon credit, the Grantor will be credited only with payments actually
made by the purchaser and received by the Agent and applied to indebtedness of
the purchaser. In the event the purchaser fails to pay for the Collateral, the
Agent may resell the Collateral and the Grantor shall be credited with proceeds
of the sale. To the extent permitted by applicable law, each Grantor waives all
claims, damages and demands it may acquire against any Secured Party arising out
of the exercise by them of any rights hereunder.

          (c) If an Event of Default shall occur and be continuing, in the event
of any disposition of any of the Intellectual Property, the goodwill of the
business connected with and symbolized by any Trademarks subject to such
Disposition shall be included, and the applicable Grantor shall supply the Agent
or its designee with such Grantor's know-how and expertise, and with documents
and things embodying or otherwise relating to any such Intellectual Property
subject to such Disposition, and such Grantor's customer lists and other records
and documents relating to such Intellectual Property and to the manufacture,
distribution, advertising and sale of products and services.

     6.7 Registration Rights. (a) If the Agent shall determine to exercise its
right to sell any or all of the Pledged Equity Interests or the Pledged Debt
Securities pursuant to Section 6.6, and if in the opinion of the Agent it is
necessary or advisable to have the Pledged Equity Interests or the Pledged Debt
Securities, or that portion thereof to be sold, registered under the provisions
of the Securities Act, the relevant Grantor shall cause each Issuer thereof that
is a Subsidiary or shall use commercially reasonable efforts to cause each other
Issuer thereof to (i) execute and deliver, and cause the directors and officers
of such Issuer to execute and deliver, all such instruments and documents, and
do or cause to be done all such other acts as may be, in the opinion of the
Agent, necessary or advisable to register the Pledged Equity Interests or the
Pledged Debt Securities, or that portion thereof to be sold, under the
provisions of the Securities Act, (ii) use commercially reasonable efforts to
cause the registration statement relating thereto to become effective and to
remain effective for a period of one year from the date of the first public
offering of the Pledged Equity Interests or the Pledged Debt Securities, or that
portion thereof to be sold, and (iii) make all amendments thereto and/or to the
related prospectus which, in the opinion of the Agent, are reasonably necessary
or advisable, all in conformity with the requirements of the Securities Act and
the rules and regulations of the SEC applicable thereto. Each Grantor agrees to
use commercially reasonable efforts to cause such Issuer to comply with the
provisions of the securities or "Blue Sky" laws of any and all jurisdictions
which the Agent shall designate and to make available to its security holders,
as soon as practicable, an earnings statement (which need not be audited) which
will satisfy the provisions of Section 11(a) of the Securities Act.

          (b) Each Grantor recognizes that the Agent may be unable to effect a
public sale of any or all the Pledged Equity Interests or the Pledged Debt
Securities, by reason of certain prohibitions contained in the Securities Act
and applicable state securities laws or otherwise, and may be compelled to
resort to one or more private sales thereof to a restricted group of purchasers
which will be obliged to agree, among other things, to acquire such securities
for their own account for investment and not with a view to the distribution or
resale thereof. Each Grantor acknowledges and agrees that any such private sale
may result in prices and other terms


                                       38



less favorable than if such sale were a public sale and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner. The Agent shall be under no obligation
to delay a sale of any of the Pledged Equity Interests or the Pledged Debt
Securities for the period of time necessary to permit the Issuer thereof to
register such securities for public sale under the Securities Act, or under
applicable state securities laws, even if such Issuer would agree to do so.

          (c) Each Grantor agrees to use its commercially reasonable efforts to
do or cause to be done all such other acts as may be necessary to make such sale
or sales of all or any portion of the Pledged Equity Interests or the Pledged
Debt Securities pursuant to this Section 6.7 valid and binding and in compliance
with any and all other applicable Requirements of Law. Each Grantor further
agrees that a breach of any of the covenants contained in this Section 6.7 will
cause irreparable injury to the Secured Parties, that the 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 6.7 shall be specifically
enforceable against such Grantor, and such Grantor hereby 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 under the Credit Agreement or a defense of payment.

     6.8 Deficiency. Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay its Obligations and the fees and disbursements of any attorneys employed by
any Secured Party to collect such deficiency.

                              SECTION 7. THE AGENT

     7.1 Agent's Appointment as Attorney-in-Fact, etc. (a) The Agent has been
appointed to act as Agent hereunder by Lenders and, by their acceptance of the
benefits hereof, the other Secured Parties. The Agent shall be obligated, and
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 any
action (including, without limitation, the release or substitution of
Collateral), solely in accordance with this Agreement and the Credit Agreement;
provided that the Agent shall, after payment in full of all Obligations under
the Credit Agreement (other than indemnities and other contingent Obligations
not yet due and payable) under the Credit Agreement, exercise, or refrain from
exercising, any remedies provided for herein in accordance with the instructions
of the holders (the "Majority Holders") of a majority of the termination value
of Secured Hedging and Cash Management Obligations secured hereby. In
furtherance of the foregoing provisions of this Section, each Secured Party, by
its acceptance of the benefits hereof, agrees that it shall have no right
individually to realize upon any of the Collateral hereunder, it being
understood and agreed by such Secured Party that all rights and remedies
hereunder may be exercised solely by the Agent for the benefit of the Secured
Parties in accordance with the terms of this Section. Subject to the appointment
and acceptance of a successor Agent as provided in this paragraph, the Agent may
resign at any time by notifying the Lenders (or, after payment in full of all
Obligations under the Credit Agreement, the Majority Holders) and the Grantors.
Upon any such resignation, the Required Lenders (or, after payment in full of
all Obligations other than indemnities and other contingent Obligations not yet
due and payable under the Credit Agreement, the Majority Holders) shall have the
right, with the consent (not to be unreasonably withheld or delayed) of the
Borrower, to appoint a successor; provided that during the existence


                                       39



and continuance of an Event of Default no such consent of the Borrower shall be
required. If no successor shall have been so appointed by the Required Lenders
or the Majority Holders, as the case may be, 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, appoint a
successor Agent which shall be a bank with an office in New York, New York, or
an Affiliate of any such bank. Upon the acceptance of its appointment as Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall promptly (i) transfer to such successor Agent all sums,
Securities and other items of Collateral held hereunder, together with all
records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Agent under this Agreement, and (ii)
execute and deliver to such successor Agent or otherwise authorize the filing of
such amendments to financings statements, and take such other actions, as may be
necessary or appropriate in connection with the assignment to such successor
Agent of the security interests created hereunder, whereupon such retiring Agent
shall be discharged from its duties and obligations hereunder. After any Agent's
resignation hereunder, the provisions of this Agreement shall continue in effect
for the benefit of such retiring Agent in respect of any actions taken or
omitted to be taken by any of them while acting as Agent.

          (b) Each Grantor hereby irrevocably constitutes and appoints the Agent
and any officer or agent thereof, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the
place and stead of such Grantor and in the name of such Grantor or in its own
name, such appointment being coupled with an interest, for the purpose of
carrying out the terms of this Agreement, to take any and all appropriate action
and to execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Agreement, and, without limiting
the generality of the foregoing, each Grantor hereby gives the Agent the power
and right, on behalf of such Grantor, without notice to or assent by such
Grantor, to do any or all of the following:

               (i) in the name of such Grantor or its own name, or otherwise,
take possession of and endorse and collect any checks, drafts, notes,
acceptances or other instruments for the payment of moneys due under any
Receivable or Contract or with respect to any other Collateral and file any
claim or take any other action or proceeding in any court of law or equity or
otherwise deemed appropriate by the Agent for the purpose of collecting any and
all such moneys due under any Receivable or Contract or with respect to any
other Collateral whenever payable;

               (ii) in the case of any Intellectual Property, execute and
deliver, and have recorded, any and all agreements, instruments, documents and
papers as the Agent may request to evidence the Secured Parties' security
interest in such Intellectual Property and the goodwill and general intangibles
of such Grantor relating thereto or represented thereby;

               (iii) pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral, effect any repairs or any insurance called
for by the terms of this Agreement and pay all or any part of the premiums
therefor and the costs thereof;


                                       40



               (iv) execute, in connection with any sale provided for in Section
6.7 or 6.8, any endorsements, assignments or other instruments of conveyance or
transfer with respect to the Collateral; and

               (v) (1) direct any party liable for any payment under any of the
Collateral to make payment of any and all moneys due or to become due thereunder
directly to the Agent or as the Agent shall direct; (2) ask or demand for,
collect, and receive payment of and receipt for, any and all moneys, claims and
other amounts due or to become due at any time in respect of or arising out of
any Collateral; (3) sign and endorse any invoices, freight or express bills,
bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications, notices and other documents in connection with any
of the Collateral; (4) commence and prosecute any suits, actions or proceedings
at law or in equity in any court of competent jurisdiction to collect the
Collateral or any portion thereof and to enforce any other right in respect of
any Collateral; (5) defend any suit, action or proceeding brought against such
Grantor with respect to any Collateral; (6) settle, compromise or adjust any
such suit, action or proceeding and, in connection therewith, give such
discharges or releases as the Agent may deem appropriate; (7) assign any
Copyright, Patent or Trademark (along with the goodwill of the business to which
any such Copyright, Patent or Trademark pertains), throughout the world for such
term or terms, on such conditions, and in such manner, as the Agent shall in its
sole discretion determine; and (8) generally, sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral as
fully and completely as though the Agent were the absolute owner thereof for all
purposes, and do, at the Agent's option and such Grantor's expense, at any time,
or from time to time, all acts and things which the Agent deems necessary to
protect, preserve or realize upon the Collateral and the Secured Parties'
security interests therein and to effect the intent of this Agreement, all as
fully and effectively as such Grantor might do.

          Anything in this Section 7.1(b) to the contrary notwithstanding, the
Agent agrees that, except as provided in Section 7.1(c), it will not exercise
any rights under the power of attorney provided for in this Section 7.1(b)
unless an Event of Default shall have occurred and be continuing.

          (c) If any Grantor fails to perform or comply with any of its
agreements contained herein, the Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement; provided, however, that unless and Event of
Default has occurred and is continuing or time is of the essence, the Agent
shall not exercise this power without first making demand on the Grantor and the
Grantor failing to immediately comply therewith.

          (d) The expenses of the Agent incurred in connection with actions
undertaken as provided in this Section 7.1, together with interest thereon at a
rate per annum equal to the rate per annum at which interest would then be
payable on past due Revolving Loans that are ABR Loans under the Credit
Agreement, from the date of payment by the Agent to the date reimbursed by the
relevant Grantor, shall be payable by such Grantor to the Agent on demand.

          (e) Each Grantor hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof. All powers, authorizations and
agencies contained in this


                                       41



Agreement are coupled with an interest and are irrevocable until this Agreement
is terminated and the security interests created hereby are released.

     7.2 Duty of Agent. The Agent's sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the
same manner as the Agent deals with similar property for its own account.
Neither the Agent, nor any other Secured Party nor any of their respective
officers, directors, partners, employees, agents, attorneys and other advisors,
attorneys-in-fact or affiliates shall be liable for failure to demand, collect
or realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor or any other person or to take any other action
whatsoever with regard to the Collateral or any part thereof. The powers
conferred on the Secured Parties hereunder are solely to protect the Secured
Parties' interests in the Collateral and shall not impose any duty upon any
Secured Party to exercise any such powers. The Secured Parties shall be
accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
partners, employees, agents, attorneys and other advisors, attorneys-in-fact or
affiliates shall be responsible to any Grantor for any act or failure to act
hereunder, except to the extent that any such act or failure to act is found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted primarily from their own gross negligence or willful misconduct in
breach of a duty owed to such Grantor.

     7.3 Execution of Financing Statements. Each Grantor acknowledges that
pursuant to Section 9-509(b) of the New York UCC and any other applicable law,
each Grantor authorizes the Agent to file or record financing or continuation
statements, and amendments thereto, and other filing or recording documents or
instruments with respect to the Collateral, without the signature of such
Grantor, in such form and in such offices as the Agent reasonably determines
appropriate to perfect or maintain the perfection of the security interests of
the Agent under this Agreement (in each case subject to the Borrower's right to
notify the Agent of its belief that Section 5.14 precludes such filing). Each
Grantor agrees that such financing statements may describe the collateral in the
same manner as described in the Security documents or as "all assets" or "all
personal property," whether now owned or hereafter existing or acquired or such
other description as the Agent, in its sole judgment, determines is necessary or
advisable. A photographic or other reproduction of this Agreement shall be
sufficient as a financing statement or other filing or recording document or
instrument for filing or recording in any jurisdiction.

     7.4 Authority of Agent. Each Grantor acknowledges that the rights and
responsibilities of the Agent under this Agreement with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between the Agent and the
other Secured Parties, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Agent and the Grantors, the Agent shall be conclusively presumed
to be acting as agent for the Secured Parties with full and valid authority so
to act or refrain from acting, and no Grantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.


                                       42



     7.5 Appointment of Co-Collateral Agents. At any time or from time to time,
in order to comply with any applicable requirement of law, the Agent may appoint
another bank or trust company or one of more other persons, either to act as
co-agent or agents on behalf of the Secured Parties with such power and
authority as may be necessary for the effectual operation of the provisions
hereof and which may be specified in the instrument of appointment (which may,
in the discretion of the Agent, include provisions for indemnification and
similar protections of such co-agent or separate agent).

                            SECTION 8. MISCELLANEOUS

     8.1 Amendments in Writing. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except by a
written instrument executed by each affected Grantor and the Agent, subject to
any consents required under Section 9.02 of the Credit Agreement; provided that
any provision of this Agreement imposing obligations on any Grantor may be
waived by the Agent in a written instrument executed by the Agent.

     8.2 Notices. All notices, requests and demands to or upon the Agent or any
Grantor hereunder shall be effected in the manner provided for in Section 9.01
of the Credit Agreement; provided that any such notice, request or demand to or
upon any Guarantor shall be addressed to such Guarantor at its notice address
set forth on Schedule 8.2.

     8.3 No Waiver by Course of Conduct; Cumulative Remedies. No Secured Party
shall by any act (except by a written instrument pursuant to Section 8.1),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default. No
failure to exercise, nor any delay in exercising, on the part of any Secured
Party, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by any Secured Party of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which such Secured Party would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

     8.4 Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay
or reimburse (i) all reasonable documented out-of-pocket expenses incurred by
the Agent, the Issuing Bank and the Swingline Lender or the Lenders, including
the reasonable documented fees, charges and disbursements of counsel for the
Agent and the Lenders (provided that the Grantors shall not be obligated to pay
for more than one law firm retained by the Agent and Lenders as a single group
in each relevant jurisdiction, except in the case of an actual or reasonably
likely conflict of interest in respect of litigation), in connection with the
enforcement, collection or protection of its rights in connection with this
Agreement and the other Loan Documents to which such Grantor is party, including
its rights under this Section and (ii) subject to any other provision of this
Agreement or of any separate agreement entered into by the Borrower and the
Agent with respect thereto, all reasonable documented out-of-pocket expenses
incurred by the Agent in the administration of this Agreement and the other Loan
Documents to which such Grantor is a party.


                                       43



          (b) Each Grantor agrees to pay, and to hold the Secured Parties
harmless from, any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to, or resulting from any delay in paying, any
and all stamp, excise, sales or other taxes which may be payable or determined
to be payable with respect to any of the Collateral or in connection with any of
the transactions contemplated by this Agreement to the extent the Borrower would
be required to do so pursuant to Section 9.03 of the Credit Agreement.

          (c) Each Grantor agrees to pay, and to hold the Secured Parties
harmless from, any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement to the extent the Borrower
would be required to do so pursuant to Section 9.03 of the Credit Agreement.

          (d) The agreements in this Section shall survive repayment of the
Obligations and all other amounts payable under the Credit Agreement and the
other Loan Documents.

     8.5 Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of each Grantor and shall inure to the benefit of the
Secured Parties and their successors and assigns; provided that no Grantor may
assign, transfer or delegate any of its rights or obligations under this
Agreement without the prior written consent of the Agent, and any attempted
assignment without such consent shall be null and void.

     8.6 Set-Off. Each Grantor hereby irrevocably authorizes each Secured Party
at any time and from time to time, while an Event of Default shall have occurred
and be continuing, without notice to such Grantor or any other Grantor, any such
notice being expressly waived by each Grantor, to set-off and appropriate and
apply any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Secured Party to or for
the credit or the account of such Grantor, or any part thereof in such amounts
as such Secured Party may elect, against and on account of the obligations and
liabilities of such Grantor to such Secured Party hereunder and claims of every
nature and description of such Secured Party against such Grantor, in any
currency, whether arising hereunder, under the Credit Agreement, any other Loan
Document or otherwise, as such Secured Party may elect, whether or not any
Secured Party has made any demand for payment and although such obligations,
liabilities and claims may be contingent or unmatured. Each Secured Party shall
notify such Grantor promptly of any such set-off and the application made by
such Secured Party of the proceeds thereof, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of each Secured Party under this Section are in addition to other rights
and remedies (including other rights of set-off) which such Secured Party may
have.

     8.7 Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.


                                       44



     8.8 Severability. To the extent permitted by law, 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 or
enforceability of the remaining provisions thereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.

     8.9 Section Headings. The 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.

     8.10 Integration. This Agreement, the other Loan Documents and the Fee
Letter and any separate letter agreements with respect to fees payable to the
Agent 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 to the extent
provided in that certain commitment letter entered into between the Borrower,
the Agent, the Joint Lead Arrangers, the Syndication Agent and the Documentation
Agents, among others, in respect of financing for the Transactions, as amended
as of even date herewith and as it may be further amended, restated,
supplemented or otherwise modified from time to time.

     8.11 APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     8.12 Submission to Jurisdiction; Waivers. Each Grantor hereby irrevocably
and unconditionally:

          (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

          (c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such Grantor at its
address referred to in Section 8.2 or at such other address of which the Agent
shall have been notified pursuant thereto;

          (d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and


                                       45



          (e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.

     8.13 Acknowledgments. Each Grantor hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents to which it is a party;

          (b) no Secured Party has any fiduciary relationship with or duty to
any Grantor arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between the Grantors, on the one
hand, and the Secured Parties, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and

          (c) no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Secured Parties or among the Grantors and the Secured Parties.

     8.14 Additional Grantors. Each Subsidiary of the Borrower that is required
to become a party to this Agreement pursuant to Section 5.11 of the Credit
Agreement or desires to become party to this Agreement pursuant to Section
2.25(m) of the Credit Agreement shall become a Grantor for all purposes of this
Agreement upon execution and delivery by such Subsidiary of an Assumption
Agreement.

     8.15 Releases. (a) The Collateral shall be released from the Liens created
hereby and this Agreement and all obligations (other than those expressly stated
to survive such termination) of the Agent and each Grantor hereunder shall
terminate, and all rights to the Collateral shall revert to the Grantors, in
accordance with Section 9.02(c) of the Credit Agreement. At the request and sole
expense of any Grantor following any such termination, the Agent shall deliver
to such Grantor any Collateral held by the Agent hereunder, and execute and
deliver to such Grantor such documents as such Grantor shall reasonably request
to evidence such termination.

          (b) If any of the Collateral shall be sold or otherwise disposed of by
any Grantor in a transaction permitted by the Credit Agreement, then the Agent,
at the request and sole expense of such Grantor, shall execute and deliver to
such Grantor all releases or other documents reasonably necessary or desirable
for the release of the Liens created hereby on such Collateral. At the request
and sole expense of the Borrower, a Guarantor (other than Holdings) shall be
released from its obligations hereunder and, if such Guarantor is a Co-Borrower
shall be released from its Obligations as, and shall no longer be, a Co-Borrower
under the Loan Documents, in the event that all the Equity Interests in such
Guarantor shall be sold or otherwise disposed of in a transaction permitted by
the Credit Agreement; provided that the Borrower shall have delivered to the
Agent, at least ten Business Days (or such shorter period agreed to by the
Agent) prior to the date of the proposed release, a written request for such
release identifying the relevant Guarantor and the terms of the relevant sale or
other disposition in reasonable detail, including the price thereof and any
expenses incurred in connection therewith, together with a certification by the
Borrower stating that such transaction is in compliance with the Credit
Agreement and the other Loan Documents.


                                       46



          (c) (i) so long as no Event of Default has occurred and is continuing,
if (A) a Guarantor is or becomes an Immaterial Subsidiary, and such release
would not result in any Immaterial Subsidiary being required pursuant to Section
5.11(e) of the Credit Agreement to become a Loan Party under the Credit
Agreement (except to the extent that on and as of the date of such release, one
or more other Immaterial Subsidiaries become Guarantors and the provisions of
Section 5.11(e) are satisfied upon giving effect to all such additions and
releases), or (B) a Subsidiary is designated as an Unrestricted Subsidiary in
accordance with Section 6.04(c) of the Credit Agreement, and (ii) upon the
consummation of any transaction permitted under the Credit Agreement as a result
of which such Subsidiary Guarantor ceases to be a subsidiary of the Borrower,
then such Subsidiary Guarantor automatically shall be released from its
obligations hereunder upon notification thereof from the Borrower to the Agent
and, if such Subsidiary Guarantor is a Co-Borrower shall be released from its
Obligations as, and shall no longer be, a Co-Borrower under the Loan Documents.
In connection with any such release, the Agent shall execute and deliver to any
Subsidiary Guarantor, at such Subsidiary Guarantor's expense, all documents that
such Subsidiary Guarantor shall reasonably request to evidence such termination
or release. Any execution and delivery of documents pursuant to the preceding
sentence of this Section 8.15(c) shall be without recourse to or warranty by the
Agent.

          (d) Each Grantor acknowledges that it is not authorized to file any
financing statement or amendment or termination statement with respect to any
financing statement originally filed in connection herewith without the prior
written consent of the Agent, subject to such Grantor's rights under Section
9-509(d)(2) of the New York UCC.

     8.16 WAIVER OF JURY TRIAL. EACH GRANTOR AND THE AGENT HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.

     8.17 Reinstatement. This Agreement shall remain in full force and effect
and continue to be effective should any petition be filed by or against any
Grantor for liquidation or reorganization, should any Grantor become insolvent
or make an assignment for the benefit of any creditor or creditors or should a
receiver or trustee be appointed for all or any significant part of any
Grantor's assets, and shall continue to be effective or be reinstated, as the
case be, if at any time payment and performance of the Obligations, or any part
thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee of the Obligations, whether as
a "voidable preference," "fraudulent conveyance," or otherwise, all as though
such payment or performance had not been made. In the event that any payment, or
any part thereof, is rescinded, reduced, restored or returned, the Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.

                  [Remainder of page intentionally left blank]


                                       47



IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and
Collateral Agreement to be duly executed and delivered as of the date first
above written.


                                        CA ACQUISITION HOLDINGS, INC.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                            Name:  Peter A. Fera, Jr.
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        CLARKE AMERICAN CORP.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Vice President and Assistant
                                                   Secretary


                                        B2DIRECT, INC.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                            Name:  Peter A. Fera, Jr.
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        CHECKS IN THE MAIL, INC.


                                        By: /s/ Judy C. Norris
                                            ------------------------------------
                                            Name:  Judy C. Norris
                                            Title: Senior Vice President,
                                                   General Counsel and Secretary


                                        CLARKE AMERICAN CHECKS, INC.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                            Name:  Peter A. Fera, Jr.
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                       48



                                        NEW CS, INC.


                                        By: /s/ Judy C. Norris
                                            ------------------------------------
                                            Name:  Judy C. Norris
                                            Title: Senior Vice President,
                                                   General Counsel and Secretary


                                        NEW SCSFH, INC.


                                        By: /s/ Judy C. Norris
                                            ------------------------------------
                                           Name:  Judy C. Norris
                                           Title: Senior Vice President, General
                                                  Counsel and Secretary


                                        H ACQUISITION CORP.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Vice President and Assistant
                                                   Secretary


                                        NEW SCH, INC.


                                        By: /s/ Judy C. Norris
                                            ------------------------------------
                                            Name:  Judy C. Norris
                                            Title: Senior Vice President,
                                                   General Counsel and Secretary


                                        NEW SFH, INC.


                                        By: /s/ Judy C. Norris
                                            ------------------------------------
                                            Name:  Judy C. Norris
                                            Title: Senior Vice President,
                                                   General Counsel and Secretary


                                       49



                                        HFS SCANTRON HOLDINGS CORP.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                            Name:  Peter A. Fera, Jr.
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                       50



                                        CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                                        as Administrative Agent and Collateral
                                        Agent


                                        By: /s/ Robert Hetu
                                            ------------------------------------
                                            Name:  Robert Hetu
                                            Title: Managing Director


                                        By: /s/ Denise Alvarez
                                            ------------------------------------
                                            Name:  Denise Alvarez
                                            Title: Associate



                                     ANNEX A

                             PERFECTION CERTIFICATE

                              [separately provided]

EX-4.8

                                                               EXECUTION VERSION

                              ASSUMPTION AGREEMENT

     ASSUMPTION AGREEMENT dated as of May 1, 2007, made by the parties listed on
Schedule I hereto (each an "Additional Grantor"), in favor of Credit Suisse,
Cayman Islands Branch ("Credit Suisse"), as administrative agent and collateral
agent (in such capacities and together with its successors, the "Agent") for (i)
the banks and other financial institutions and entities (the "Lenders") parties
to the Credit Agreement referred to below, and (ii) the other Secured Parties
(as defined in the Guarantee and Collateral Agreement (as hereinafter defined)).
All capitalized terms not defined herein shall have the meaning ascribed to them
in such Credit Agreement.

                                   WITNESSETH:

     WHEREAS, Clarke American Corp. (to be renamed Harland Clarke Holdings
Corp.), a Delaware corporation (the "Borrower"), certain Subsidiaries of the
Borrower from time to time party thereto (each a "Subsidiary Co-Borrower"), the
Lenders from time to time party thereto, and Credit Suisse, as Agent, have
entered into a Credit Agreement dated as of April 4, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement");

     WHEREAS, in connection with the Credit Agreement, the Borrower and certain
of its Subsidiaries (including the Subsidiary Co-Borrowers) have entered into
that certain Guarantee and Collateral Agreement dated as of May 1, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Guarantee and Collateral Agreement") in favor of the Collateral Agent for the
benefit of the Secured Parties;

     WHEREAS, the Credit Agreement requires each Additional Grantor to become a
party to the Guarantee and Collateral Agreement; and

     WHEREAS, each Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee and Collateral
Agreement;

     NOW, THEREFORE, IT IS AGREED:

          1. Guarantee and Collateral Agreement. By executing and delivering
this Assumption Agreement, each Additional Grantor, as provided in Section 8.14
of the Guarantee and Collateral Agreement, hereby becomes a party to the
Guarantee and Collateral Agreement as a Grantor thereunder with the same force
and effect as if originally named therein as a Grantor and, without limiting the
generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a Grantor thereunder. The information set forth in Annex 1 hereto
is hereby added to the information set forth in the Schedules to the Guarantee
and Collateral Agreement. Each Additional Grantor hereby represents and warrants
that each of the representations and warranties contained in Section 4 of the
Guarantee and Collateral Agreement is true and correct on and as the date hereof
(after giving effect to this Assumption Agreement) as if made on and as of such
date.



          2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to
be duly executed and delivered as of the date first above written.

                                        JOHN H. HARLAND COMPANY


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        HARLAND CHECKS AND SERVICES, INC.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        SCANTRON CORPORATION


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                        Name:  Edward P. Taibi
                                        Title: Vice President and Assistant
                                               Secretary


                                        HARLAND FINANCIAL SOLUTIONS, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                        Name:  Edward P. Taibi
                                        Title: Vice President and Assistant
                                               Secretary


                                        HFS CORE SYSTEMS, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                        Name:  Edward P. Taibi
                                        Title: Vice President and Assistant
                                               Secretary



                                        CENTRALIA HOLDING CORP.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        JOHN H. HARLAND COMPANY OF PUERTO RICO


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer





                                        Acknowledged and accepted:


                                        CREDIT SUISSE, CAYMAN ISLANDS
                                        BRANCH, as Agent


                                        By: /s/ Robert Hetu
                                            ------------------------------------
                                        Name:  Robert Hetu
                                        Title: Managing Director


                                        By: /s/ Denise L. Alvarez
                                            ------------------------------------
                                        Name:  Denise L. Alvarez
                                        Title: Associate









                                                                         Annex 1

                          SUPPLEMENTAL SCHEDULES TO THE
                       GUARANTEE AND COLLATERAL AGREEMENT



                                                                   SCHEDULE I TO
                                                            ASSUMPTION AGREEMENT

                                   SCHEDULE I

1.   John H. Harland Company, a Georgia corporation (to be reorganized and
     renamed as Harland Clarke Corp., a Delaware corporation)

2.   Harland Checks and Services, Inc., a Georgia corporation

3.   Scantron Corporation, a Delaware corporation

4.   Harland Financial Solutions, Inc., an Oregon corporation

5.   HFS Core Systems, Inc., a Delaware corporation

6.   Centralia Holding Corp., a Georgia corporation

7.   John H. Harland Company of Puerto Rico, a Georgia corporation

EX-4.9

                                                               EXECUTION VERSION

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

     This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of May 1, 2007 (as
may be amended, restated, supplemented, replaced or otherwise modified from time
to time, the "Intellectual Property Security Agreement"), is made by each of the
signatories hereto (collectively, the "Grantors") in favor of Credit Suisse,
Cayman Islands Branch, as administrative agent and collateral agent (in such
capacity and together with its successors, the "Agent") for the Secured Parties
(as defined in the Guarantee and Collateral Agreement referred to below).

     A. Clarke American Corp. (to be renamed Harland Clarke Holdings Corp.), a
Delaware corporation (the "Borrower") and the subsidiaries of the Borrower from
time to time party thereto as Subsidiary Co-Borrowers have entered into a Credit
Agreement, dated as of April 4, 2007 (as may be amended, restated, supplemented,
replaced or otherwise modified from time to time, the "Credit Agreement"), with
the banks, financial institutions and other entities (the "Lenders") from time
to time party thereto and the Agent.

     B. It is a condition precedent to the obligation of the Lenders to make
their respective extensions of credit to the Borrower under the Credit Agreement
that the Grantors shall have executed and delivered that certain Guarantee and
Collateral Agreement, dated as of May 1, 2007 in favor of the Agent (as amended
pursuant to that certain Assumption Agreement dated as of May 1, 2007, executed
by the signatories hereto, and as may otherwise be amended, restated,
supplemented, replaced or otherwise modified from time to time, the "Guarantee
and Collateral Agreement"). Capitalized terms used and not defined herein have
the meanings given such terms in the Credit Agreement or the Guarantee and
Collateral Agreement, as applicable.

     C. Under the terms of the Guarantee and Collateral Agreement, the Grantors
have granted a security interest in the Collateral, including, without
limitation, certain Intellectual Property of the Grantors, to the Agent for the
benefit of the Secured Parties, and have agreed as a condition thereof to
execute this Intellectual Property Security Agreement for recording with the
United States Patent and Trademark Office, the United States Copyright Office,
and other applicable Governmental Authorities.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Grantors agree as follows:

SECTION 1. GRANT OF SECURITY.

     Each Grantor hereby grants to the Agent, for the ratable benefit of the
Secured Parties, a security interest in all of the following ( the "Intellectual
Property Collateral") of such Grantor, now owned or at any time hereafter
acquired by such Grantor or in which such Grantor now has or at any time in the
future may acquire any right, title or interest, as collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of such Grantor's Obligations:

          (a) (i) all United States, State and foreign trademarks, service
marks, trade names, corporate names, company names, business names, fictitious
business names, trade styles, trade dress, domain names, logos and other source
or business identifiers, whether registered or unregistered, all registrations
and recordings thereof, and all applications in



connection therewith, whether in the United States Patent and Trademark Office
or in any similar office or agency of the United States, any State thereof or
any other country, union of countries, or any political subdivision of any of
the foregoing, or otherwise, and all common-law rights related thereto,
including the registrations and applications listed on Schedule A attached
hereto, except for "intent-to-use" applications for trademark or service mark
registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C.
Section. 1051, unless and until an Amendment to Allege Use or a Statement of Use
under Section 1(c) or Section 1(d) of the Lanham Act has been filed, to the
extent that any assignment of an "intent-to-use" application prior to such
filing would violate the Lanham Act or cause the trademark that is the subject
thereof to be invalidated or abandoned (ii) all renewals thereof and the right
to obtain all renewals thereof, (iii) the right to sue or otherwise recover for
past, present and future infringements or dilutions of any of the foregoing or
for any injury to goodwill, (iv) all proceeds of the foregoing, including all
royalties, income, payments, claims, damages and proceeds of suit now and
hereafter due and/or payable with respect thereto, including payments under all
licenses entered into in connection therewith, and damages and payments for
past, present or future infringements or dilutions thereof, and (v) all other
rights of any kind whatsoever accruing thereunder or pertaining thereto
throughout the world, together in each case with the goodwill of the business
connected with the use of, and symbolized by, each of the above;

          (b) (i) all patents of the United States, any other country, or union
of countries or any political subdivision of any of the foregoing, and all
applications in connection therewith, including all patents and patent
applications in the United States Patent and Trademark Office (including those
listed on Schedule B attached hereto), (ii) all reissues, extensions, divisions,
continuations and continuations-in-part thereof, and the right to obtain all
reissues and extensions thereof, (iii) all inventions (whether or not
patentable) and all improvements thereof, (iv) the right to sue or otherwise
recover for past, present and future infringements of any of the foregoing, (v)
all proceeds of the foregoing, including all royalties, income, payments,
claims, damages and proceeds of suit now and hereafter due and/or payable with
respect thereto (including payments under all licenses entered into in
connection therewith, and damages and payments for past, present or future
infringements thereof), and (vi) all other rights of any kind whatsoever
accruing thereunder or pertaining thereto throughout the world;

          (c) (i) all copyrights arising under the laws of the United States,
any other country, or union of countries, or any political subdivision of any of
the foregoing, whether registered or unregistered and whether or not the
underlying works of authorship have been published, all registrations and
recordings thereof, and all applications in connection therewith, including all
registrations, recordings and applications in the United States Copyright Office
(including those registrations and applications listed on Schedule C attached
hereto), (ii) all extensions and renewals thereof, and the right to obtain all
extensions and renewals thereof, (iii) the right to sue or otherwise recover for
past, present and future infringements of any of the foregoing, (iv) all
proceeds of the foregoing, including all royalties, income, payments, claims,
damages, and proceeds of suit now or hereafter due and/or payable with respect
thereto, including, without limitation, payments under all licenses entered into
in connection therewith, and damages or payments for past, present or future
infringements thereof, and (v) all other rights of any kind whatsoever accruing
thereunder or pertaining thereto throughout the world; and



          (d) solely to the extent that any Grantor has recorded its interest
therein with the United States Copyright Office or the United States Patent and
Trademark Office, exclusive Trademark Licenses, exclusive Patent Licenses and
exclusive Copyright Licenses, including those agreements listed on Schedule D
attached hereto, and all rights to sue or otherwise recover at law or in equity
for any past, present and future infringement, misappropriation, dilution or
other impairment thereof, including the right to receive all proceeds and
damages therefrom.

SECTION 2. RECORDATION.

     Each Grantor authorizes and requests that the United States Commissioner of
Patents and Trademarks, the United States Register of Copyrights or any other
applicable government officer record this Intellectual Property Security
Agreement.

SECTION 3. EXECUTION IN COUNTERPARTS.

     This Intellectual Property Agreement may be executed in any number of
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.

SECTION 4. GOVERNING LAW.

     This Intellectual Property Security Agreement shall be construed in
accordance with and governed by the laws of the State of New York, without
regard to its conflicts of law provisions.

SECTION 5. CONFLICT PROVISION.

     This Intellectual Property Security Agreement has been entered into in
conjunction with the Guarantee and Collateral Agreement and the Credit
Agreement. Each Grantor hereby acknowledges and affirms that the rights and
remedies of the Agent with respect to the security interest in the Intellectual
Property Collateral are more fully set forth in the Guarantee and Collateral
Agreement and the Credit Agreement, all terms and provisions of which are
incorporated by reference herein as if fully set forth herein. In the event that
any provisions of this Intellectual Property Security Agreement are in conflict
with the Guarantee and Collateral Agreement or the Credit Agreement, the
provisions of the Guarantee and Collateral or the Credit Agreement, as
applicable, shall govern.



     IN WITNESS WHEREOF, each of the undersigned has caused this Intellectual
Property Security Agreement to be duly executed and delivered as of the date
first above written.


                                           B2DIRECT, INC.


                                           By /s/ Peter A. Fera, Jr.
                                              -------------------------------
                                              Name: Peter A. Fera, Jr.
                                              Title: Executive Vice President
                                                     and Chief Financial Officer


                                           CHECKS IN THE MAIL, INC.


                                           By /s/ Peter A. Fera, Jr.
                                              -------------------------------
                                              Name: Peter A. Fera, Jr.
                                              Title: Executive Vice President
                                                     and Chief Financial Officer


                                           CLARKE AMERICAN CHECKS, INC.


                                           By /s/ Peter A. Fera, Jr.
                                              -------------------------------
                                              Name: Peter A. Fera, Jr.
                                              Title: Executive Vice President
                                                     and Chief Financial Officer








                                   SCHEDULE A

                                   TRADEMARKS



                                   SCHEDULE B

                                     PATENTS



                                   SCHEDULE C

                                   COPYRIGHTS



                                   SCHEDULE D

           TRADEMARK LICENSES, PATENT LICENSES AND COPYRIGHT LICENSES

EX-4.10

                                                               EXECUTION VERSION

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

     This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of May 1, 2007 (as
may be amended, restated, supplemented, replaced or otherwise modified from time
to time, the "Intellectual Property Security Agreement"), is made by each of the
signatories hereto (collectively, the "Grantors") in favor of Credit Suisse,
Cayman Islands Branch, as administrative agent and collateral agent (in such
capacities and together with its successors, the "Agent") for the Secured
Parties (as defined in the Guarantee and Collateral Agreement referred to
below).

     A. Clarke American Corp. (to be renamed Harland Clarke Holdings Corp.), a
Delaware corporation (the "Borrower") and the subsidiaries of the Borrower from
time to time party thereto as Subsidiary Co-Borrowers have entered into a Credit
Agreement, dated as of April 4, 2007 (as may be amended, restated, supplemented,
replaced or otherwise modified from time to time, the "Credit Agreement"), with
the banks, financial institutions and other entities (the "Lenders") from time
to time party thereto and the Agent.

     B. It is a condition precedent to the obligation of the Lenders to make
their respective extensions of credit to the Borrower under the Credit Agreement
that the Grantors shall have executed and delivered that certain Guarantee and
Collateral Agreement, dated as of May 1, 2007 in favor of the Agent (as may be
amended, restated, supplemented, replaced or otherwise modified from time to
time, the "Guarantee and Collateral Agreement"). Capitalized terms used and not
defined herein have the meanings given such terms in the Credit Agreement or the
Guarantee and Collateral Agreement, as applicable.

     C. Under the terms of the Guarantee and Collateral Agreement, the Grantors
have granted a security interest in the Collateral, including, without
limitation, certain Intellectual Property of the Grantors, to the Agent for the
benefit of the Secured Parties, and have agreed as a condition thereof to
execute this Intellectual Property Security Agreement for recording with the
United States Patent and Trademark Office, the United States Copyright Office,
and other applicable Governmental Authorities.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Grantors agree as follows:

SECTION 1. GRANT OF SECURITY.

     Each Grantor hereby grants to the Agent, for the ratable benefit of the
Secured Parties, a security interest in all of the following ( the "Intellectual
Property Collateral") of such Grantor, now owned or at any time hereafter
acquired by such Grantor or in which such Grantor now has or at any time in the
future may acquire any right, title or interest, as collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of such Grantor's Obligations:

          (a) (i) all United States, State and foreign trademarks, service
marks, trade names, corporate names, company names, business names, fictitious
business names, trade styles, trade dress, domain names, logos and other source
or business identifiers, whether



registered or unregistered, all registrations and recordings thereof, and all
applications in connection therewith, whether in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
State thereof or any other country, union of countries, or any political
subdivision of any of the foregoing, or otherwise, and all common-law rights
related thereto, including the registrations and applications listed on Schedule
A attached hereto, except for "intent-to-use" applications for trademark or
service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15
U.S.C. ss. 1051, unless and until an Amendment to Allege Use or a Statement of
Use under Section 1(c) or Section 1(d) of the Lanham Act has been filed, to the
extent that any assignment of an "intent-to-use" application prior to such
filing would violate the Lanham Act or cause the trademark that is the subject
thereof to be invalidated or abandoned (ii) all renewals thereof and the right
to obtain all renewals thereof, (iii) the right to sue or otherwise recover for
past, present and future infringements or dilutions of any of the foregoing or
for any injury to goodwill, (iv) all proceeds of the foregoing, including all
royalties, income, payments, claims, damages and proceeds of suit now and
hereafter due and/or payable with respect thereto, including payments under all
licenses entered into in connection therewith, and damages and payments for
past, present or future infringements or dilutions thereof, and (v) all other
rights of any kind whatsoever accruing thereunder or pertaining thereto
throughout the world, together in each case with the goodwill of the business
connected with the use of, and symbolized by, each of the above;

          (b) (i) all patents of the United States, any other country, or union
of countries or any political subdivision of any of the foregoing, and all
applications in connection therewith, including all patents and patent
applications in the United States Patent and Trademark Office (including those
listed on Schedule B attached hereto), (ii) all reissues, extensions, divisions,
continuations and continuations-in-part thereof, and the right to obtain all
reissues and extensions thereof, (iii) all inventions (whether or not
patentable) and all improvements thereof, (iv) the right to sue or otherwise
recover for past, present and future infringements of any of the foregoing, (v)
all proceeds of the foregoing, including all royalties, income, payments,
claims, damages and proceeds of suit now and hereafter due and/or payable with
respect thereto (including payments under all licenses entered into in
connection therewith, and damages and payments for past, present or future
infringements thereof), and (vi) all other rights of any kind whatsoever
accruing thereunder or pertaining thereto throughout the world;

          (c) (i) all copyrights arising under the laws of the United States,
any other country, or union of countries, or any political subdivision of any of
the foregoing, whether registered or unregistered and whether or not the
underlying works of authorship have been published, all registrations and
recordings thereof, and all applications in connection therewith, including all
registrations, recordings and applications in the United States Copyright Office
(including those registrations and applications listed on Schedule C attached
hereto), (ii) all extensions and renewals thereof, and the right to obtain all
extensions and renewals thereof, (iii) the right to sue or otherwise recover for
past, present and future infringements of any of the foregoing, (iv) all
proceeds of the foregoing, including all royalties, income, payments, claims,
damages, and proceeds of suit now or hereafter due and/or payable with respect
thereto, including, without limitation, payments under all licenses entered into
in connection therewith, and damages or payments for past, present or future
infringements thereof, and (v) all other rights of any kind whatsoever accruing
thereunder or pertaining thereto throughout the world; and



          (d) solely to the extent that any Grantor has recorded its interest
therein with the United States Copyright Office or the United States Patent and
Trademark Office, exclusive Trademark Licenses, exclusive Patent Licenses and
exclusive Copyright Licenses, including those agreements listed on Schedule D
attached hereto, and all rights to sue or otherwise recover at law or in equity
for any past, present and future infringement, misappropriation, dilution or
other impairment thereof, including the right to receive all proceeds and
damages therefrom.

SECTION 2. RECORDATION.

     Each Grantor authorizes and requests that the United States Commissioner of
Patents and Trademarks, the United States Register of Copyrights or any other
applicable government officer record this Intellectual Property Security
Agreement.

SECTION 3. EXECUTION IN COUNTERPARTS.

     This Intellectual Property Agreement may be executed in any number of
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.

SECTION 4. GOVERNING LAW.

     This Intellectual Property Security Agreement shall be construed in
accordance with and governed by the laws of the State of New York, without
regard to its conflicts of law provisions.

SECTION 5. CONFLICT PROVISION.

     This Intellectual Property Security Agreement has been entered into in
conjunction with the Guarantee and Collateral Agreement and the Credit
Agreement. Each Grantor hereby acknowledges and affirms that the rights and
remedies of the Agent with respect to the security interest in the Intellectual
Property Collateral are more fully set forth in the Guarantee and Collateral
Agreement and the Credit Agreement, all terms and provisions of which are
incorporated by reference herein as if fully set forth herein. In the event that
any provisions of this Intellectual Property Security Agreement are in conflict
with the Guarantee and Collateral Agreement or the Credit Agreement, the
provisions of the Guarantee and Collateral or the Credit Agreement, as
applicable, shall govern.



     IN WITNESS WHEREOF, each of the undersigned has caused this Intellectual
Property Security Agreement to be duly executed and delivered as of the date
first above written.


                                           JOHN H. HARLAND COMPANY

                                           By /s/ Peter A. Fera, Jr.
                                              -------------------------------
                                              Name: Peter A. Fera, Jr.
                                              Title: Executive Vice President
                                                     and Chief Financial Officer



                                           HARLAND CHECKS AND SERVICES, INC.

                                           By /s/ Peter A. Fera, Jr.
                                              -------------------------------
                                              Name: Peter A. Fera, Jr.
                                              Title: Executive Vice President
                                                     and Chief Financial Officer




                                           SCANTRON CORPORATION

                                           By /s/ Edward P. Taibi
                                              -------------------------------
                                              Name: Edward P. Taibi
                                              Title: Vice President and
                                                     Assistant Secretary




                                           HARLAND FINANCIAL SOLUTIONS, INC.

                                           By /s/ Edward P. Taibi
                                              -------------------------------
                                              Name: Edward P. Taibi
                                              Title: Vice President and
                                                     Assistant Secretary







                                           HFS CORE SYSTEMS, INC.

                                           By /s/ Edward P. Taibi
                                              -------------------------------
                                              Name: Edward P. Taibi
                                              Title: Vice President and
                                                     Assistant Secretary







                                   SCHEDULE A

                                   TRADEMARKS



                                   SCHEDULE B

                                     PATENTS



                                   SCHEDULE C

                                   COPYRIGHTS



                                   SCHEDULE D

           TRADEMARK LICENSES, PATENT LICENSES AND COPYRIGHT LICENSES

EX-4.11

                                                               EXECUTION VERSION

                                JOINDER AGREEMENT

     THIS JOINDER AGREEMENT (this "Agreement"), dated as of May 1, 2007, is
entered into between the parties listed on Schedule I hereto (each a "New
Subsidiary Co-Borrower") and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Agent,
under that certain Credit Agreement, dated as of April 4, 2007 (as the same may
be amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") among Clarke American Corp. (to be renamed Harland Clarke Holdings
Corp.), a Delaware corporation (the "Borrower"), each Subsidiary Guarantor of
the Borrower from time to time party thereto (each a "Subsidiary Co-Borrower"
and, together with the Borrower, the "Co-Borrowers"), the Lenders party thereto
and the Agent. All capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement.

     Pursuant to Section 2.25(m) of the Credit Agreement, each New Subsidiary
Co-Borrower and the Agent, for the benefit of the Lenders, hereby agrees as
follows:

     1. Each New Subsidiary Co-Borrower hereby acknowledges, agrees and confirms
that, by its execution of this Agreement, such New Subsidiary Co-Borrower will
be deemed to be a Loan Party under the Credit Agreement and a Subsidiary
Co-Borrower for all purposes of the Credit Agreement and shall have all of the
obligations of a Loan Party and Subsidiary Co-Borrower thereunder as if it had
executed the Credit Agreement. Each New Subsidiary Co-Borrower hereby ratifies,
as of the date hereof, and agrees to be bound by, all of the terms, provisions
and conditions contained in the Credit Agreement, including without limitation
(a) all of the representations and warranties of the Loan Parties set forth in
Article III of the Credit Agreement (to the extent made or deemed made on or
after the effective date hereof), (b) all of the covenants set forth in Articles
V and Vl of the Credit Agreement and (c) all Obligations of Co-Borrowers set
forth under Section 2.25 of the Credit Agreement.

     2. Each New Subsidiary Co-Borrower has executed and delivered or is,
simultaneously with the execution of this Agreement, executing and delivering
(i) a supplement to the Guarantee and Collateral Agreement and (ii) such other
Collateral Documents (and such other documents and instruments) as reasonably
requested by the Agent in accordance with the Credit Agreement.

     3. Each New Subsidiary Co-Borrower hereby waives acceptance by the Agent
and the Lenders of the guaranty by such New Subsidiary Co-Borrower upon the
execution of this Agreement by the applicable New Subsidiary Co-Borrower.

     4. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument.

     5. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.


                                        1



     IN WITNESS WHEREOF, each New Subsidiary Co-Borrower has caused this
Agreement to be duly executed by its authorized officer, and the Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written.

                                        B2DIRECT, INC.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        CHECKS IN THE MAIL, INC.


                                        By: /s/ Judy C. Norris
                                            ------------------------------------
                                        Name:  Judy C. Norris
                                        Title: Senior Vice President, General
                                               Counsel and Secretary


                                        CLARKE AMERICAN CHECKS, INC.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        NEW CS, INC.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        NEW SCSFH, INC.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        2



                                        H ACQUISITION CORP.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                        Name:  Edward P. Taibi
                                        Title: Vice President and Assistant
                                               Secretary


                                        NEW SCH, INC.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        NEW SFH, INC.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        3



                                        Acknowledged and accepted:

                                        CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as
                                        Agent


                                        By: /s/ Robert Hetu
                                            ------------------------------------
                                        Name:  Robert Hetu
                                        Title: Managing Director


                                        By: /s/ Denise Alvarez
                                            ------------------------------------
                                        Name:  Denise Alvarez
                                        Title: Associate


                                        4



                                   SCHEDULE I

1. B2Direct, Inc., a Delaware corporation
2. Checks in the Mail, Inc., a Delaware corporation
3. Clarke American Checks, Inc., a Delaware corporation
4. New CS, Inc., a Delaware corporation
5. New SCSFH, Inc., a Delaware corporation
6. H Acquisition Corp., a Georgia corporation
7. New SCH, Inc., a Georgia corporation
8. New SFH, Inc., an Oregon corporation


                                        5

EX-4.12

                                                               EXECUTION VERSION

                                JOINDER AGREEMENT

     THIS JOINDER AGREEMENT (this "Agreement"), dated as of May 1, 2007, is
entered into between the parties listed on Schedule I hereto (each a "New
Subsidiary Co-Borrower") and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Agent,
under that certain Credit Agreement, dated as of April 4, 2007 (as the same may
be amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") among Clarke American Corp. (to be renamed Harland Clarke Holdings
Corp.), a Delaware corporation (the "Borrower"), each Subsidiary Guarantor of
the Borrower from time to time party thereto (each a "Subsidiary Co-Borrower"
and, together with the Borrower, the "Co-Borrowers"), the Lenders party thereto
and the Agent. All capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement.

     Pursuant to Section 2.25(m) of the Credit Agreement, each New Subsidiary
Co-Borrower and the Agent, for the benefit of the Lenders, hereby agrees as
follows:

     1. Each New Subsidiary Co-Borrower hereby acknowledges, agrees and confirms
that, by its execution of this Agreement, such New Subsidiary Co-Borrower will
be deemed to be a Loan Party under the Credit Agreement and a Subsidiary
Co-Borrower for all purposes of the Credit Agreement and shall have all of the
obligations of a Loan Party and Subsidiary Co-Borrower thereunder as if it had
executed the Credit Agreement. Each New Subsidiary Co-Borrower hereby ratifies,
as of the date hereof, and agrees to be bound by, all of the terms, provisions
and conditions contained in the Credit Agreement, including without limitation
(a) all of the representations and warranties of the Loan Parties set forth in
Article III of the Credit Agreement (to the extent made or deemed made on or
after the effective date hereof), (b) all of the covenants set forth in Articles
V and Vl of the Credit Agreement and (c) all Obligations of Co-Borrowers set
forth under Section 2.25 of the Credit Agreement.

     2. Each New Subsidiary Co-Borrower has executed and delivered or is,
simultaneously with the execution of this Agreement, executing and delivering
(i) a supplement to the Guarantee and Collateral Agreement and (ii) such other
Collateral Documents (and such other documents and instruments) as reasonably
requested by the Agent in accordance with the Credit Agreement.

     3. Each New Subsidiary Co-Borrower hereby waives acceptance by the Agent
and the Lenders of the guaranty by such New Subsidiary Co-Borrower upon the
execution of this Agreement by the applicable New Subsidiary Co-Borrower.

     4. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument.

     5. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.


                                        1



     IN WITNESS WHEREOF, each New Subsidiary Co-Borrower has caused this
Agreement to be duly executed by its authorized officer, and the Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written.

                                        JOHN H. HARLAND COMPANY


                                        By: /s/ Judy C. Norris
                                            ------------------------------------
                                        Name:  Judy C. Norris
                                        Title: Senior Vice President, General
                                               Counsel and Secretary


                                        HARLAND CHECKS AND SERVICES, INC.


                                        By: /s/ Judy C. Norris
                                            ------------------------------------
                                        Name:  Judy C. Norris
                                        Title: Senior Vice President, General
                                               Counsel and Secretary


                                        SCANTRON CORPORATION


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                        Name:  Edward P. Taibi
                                        Title: Vice President and Assistant
                                               Secretary


                                        HARLAND FINANCIAL SOLUTIONS, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                        Name:  Edward P. Taibi
                                        Title: Vice President and Assistant
                                               Secretary


                                        HFS CORE SYSTEMS, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                        Name:  Edward P. Taibi
                                        Title: Vice President and Assistant
                                               Secretary


                                        2



                                        Acknowledged and accepted:

                                        CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                                        as Agent


                                        By: /s/ Robert Hetu
                                            ------------------------------------
                                        Name:  Robert Hetu
                                        Title: Managing Director


                                        By: /s/ Denise Alvarez
                                            ------------------------------------
                                        Name:  Denise Alvarez
                                        Title: Associate


                                        3



                                   SCHEDULE I

1.   John H. Harland Company, a Georgia corporation (to be reorganized and
     renamed Harland Clarke Corp., a Delaware corporation)

2.   Harland Checks and Services, Inc., a Georgia corporation

3.   Scantron Corporation, a Delaware corporation

4.   Harland Financial Solutions, Inc., an Oregon corporation

5.   HFS Core Systems, Inc., a Delaware corporation


                                        4

EX-4.13

This instrument was prepared by or under the
supervision of:

Aaron Adler
Latham & Watkins LLP
885 Third Avenue
Suite 1000
New York, New York 10022-4802

AFTER RECORDING, PLEASE RETURN THIS DOCUMENT TO:

Latham & Watkins LLP
885 Third Avenue
Suite 1000
New York, New York 10022-4802
Attn: Curtis Peele

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


                                    MORTGAGE

                                      from

                       JOHN H. HARLAND COMPANY, Mortgagor

                                       to

   CREDIT SUISSE, CAYMAN ISLANDS BRANCH as administrative agent and collateral
                                agent, Mortgagee

                             DATED AS OF May 1, 2007


FLORIDA DOCUMENTARY STAMP TAXES AND NON-RECURRING INTANGIBLE PERSONAL PROPERTY
TAXES HAVE BEEN PAID ON THIS MORTGAGE IN ACCORDANCE WITH THE PROVISIONS OF
SECTIONS 35(a) AND 35(b) HEREIN.




                                                                         FLORIDA

            THIS MORTGAGE, dated as of May 1, 2007 is made by JOHN H. HARLAND
COMPANY, a Georgia corporation ("Mortgagor"), whose address is c/o Clarke
American Corp., 10931 Laureate Drive, San Antonio, TX 78249, to CREDIT SUISSE,
CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such
capacities and together with its successors, the "Agent") for the Lenders,
referred to below ("Mortgagee"), whose address is Eleven Madison Avenue, New
York, New York 10010. References to this "Mortgage" shall mean this instrument
and any and all renewals, modifications, amendments, supplements, extensions,
consolidations, substitutions, spreaders and replacements of this instrument.

                                   Background

            A. Clarke American Corp., as borrower and Mortgagor and certain
other affiliates of Mortgagor, as subsidiary co-borrowers, have entered into a
Credit Agreement dated as of April 4, 2007, as modified by the pre-funding
Joinder Agreement and the post-acquisition Joinder Agreement, each dated as of
the date hereof (and as may be amended, supplemented or otherwise further
modified from time to time, the "Credit Agreement"), with several banks and
other financial institutions from time to time parties thereto (the "Lenders")
and Mortgagee. The terms of the Credit Agreement are incorporated by reference
in this Mortgage as if the terms thereof were fully set forth herein.

            Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement. In the event of a conflict
between this Mortgage and the Credit Agreement, the terms and provisions of the
Credit Agreement shall control. References in this Mortgage to the "Interest
Rates" shall mean the interest rates provided for in Sections 2.11 and 2.12 of
the Credit Agreement.

            B. Mortgagor is the owner of the parcel(s) of real property
described on Schedule A attached hereto and made a part hereof (such real
property, together with all of the buildings, improvements, structures and
fixtures (including, without limitation, to the extent owned by Mortgagor all
gas and electric fixtures, radiators, heaters, docks, engines and machinery,
boilers, ranges, elevators and motors, plumbing, heating and air conditioning
fixtures, carpeting and other floor coverings, water heaters, cleaning apparatus
and other items which are or are to be attached to such real property) now or
subsequently located thereon (the "Improvements"), being collectively referred
to as the "Real Estate").

            C. Subject to the terms and conditions of the Credit Agreement, (i)
each Tranche B Term Lender has agreed, severally and not jointly, to make a
Tranche B Term Loan to Mortgagor, as evidenced by the Credit Agreement and if
requested by any Lender, a promissory note (a "Note"); (ii) the Swingline Lender
has agreed to make Swingline Loans to Mortgagor; (iii) each Revolving Credit
Lender has agreed, severally and not jointly, to make Revolving Loans to
Mortgagor; and (iv) the Issuing Banks have agreed to issue letters of credit on
behalf of Mortgagor (the "Letters of Credit") and (v) certain lenders may make
additional extensions of credit under incremental loan facilities. The
obligations to reimburse L/C Disbursements (the "Reimbursement Obligations")
with respect to drawings under the Letters of Credit are evidenced by the Credit
Agreement.




            D. The obligations of the Lenders to make the Loans and to issue
Letters of Credit are conditioned upon, among other things, the execution and
delivery by Mortgagor of this Mortgage.

                                Granting Clauses

            For ten dollars ($10) and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, Mortgagor agrees
that to secure:

            (a)   repayment of the principal in the amount of $2,150,000,000 or
                  so much thereof as may be outstanding from time to time of and
                  payment of interest (including, without limitation, interest
                  accruing after the maturity of the Loans made by each Lender
                  and interest accruing after the filing of any petition in
                  bankruptcy, or the commencement of any insolvency,
                  reorganization or like proceeding, relating to Mortgagor,
                  whether or not a claim for post-filing or post-petition
                  interest is allowed in such proceeding) on the Loans made by
                  each Lender to, and the Notes, if any, held by each Lender of,
                  Mortgagor;

            (b)   payment of all Reimbursement Obligations with respect to
                  drawings under the Letters of Credit;

            (c)   payment of all Secured Obligations;

            (d)   payment of all other obligations and liabilities of Mortgagor
                  to Mortgagee and the Lenders, whether direct or indirect,
                  absolute or contingent, due or to become due, or now existing
                  or hereafter incurred, which may arise under, out of, or in
                  connection with, the Credit Agreement, any Note, the Letters
                  of Credit, the Guarantee and Collateral Agreement (including
                  Borrower Obligations as defined therein), this Mortgage, the
                  other Collateral Documents and other Loan Documents or any
                  agreement providing for Secured Obligations or any other
                  document made, delivered or given in connection herewith or
                  therewith, in each case whether on account of principal,
                  interest, Reimbursement Obligations, fees, indemnities, costs,
                  expenses or otherwise (including, without limitation, all
                  reasonable fees and disbursements of counsel to Mortgagee or
                  to the Lenders that are required to be paid by Mortgagor
                  pursuant to the terms of the Credit Agreement, this Mortgage
                  or any other Loan Documents) (the items set forth in clauses
                  (a) through (d) being referred to herein collectively as the
                  "Indebtedness"); and

            (e)   the performance and observance of each obligation, term,
                  covenant and condition to be performed or observed by
                  Mortgagor (the "Obligations") under, in connection with or
                  pursuant to the provisions of the Credit Agreement, any Note,
                  the Letters of Credit, the Guarantee and Collateral Agreement,
                  this Mortgage and any of the other Collateral Documents or


                                                                               2



                  any of the other Loan Documents or any agreement providing for
                  Secured Obligations;

Provided, however, that the maximum amount secured by this Mortgage at any one
time is limited pursuant to the provisions of Section 34 below.

MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND
HEREBY MORTGAGES, GRANTS, ASSIGNS, TRANSFERS, HYPOTHECATES, PLEDGES, CONVEYS AND
SETS OVER TO MORTGAGEE WITH MORTGAGE COVENANTS:

            (A) the Real Estate;

            (B) all the estate, right, title, interest, claim or demand
      whatsoever of Mortgagor, in possession or expectancy, in and to the Real
      Estate or any part thereof;

            (C) all right, title, estate and interest of Mortgagor in, to and
      under all easements, rights of way, strips and gores of land, streets,
      ways, alleys, passages, sewer rights, waters, water courses, water and
      riparian rights, development rights, air rights, mineral rights and all
      estates, rights, titles, interests, privileges, licenses, tenements,
      hereditaments and appurtenances belonging, relating or appertaining to the
      Real Estate, and any reversions, remainders, rents, issues, profits and
      revenue thereof and all land lying in the bed of any street, road or
      avenue, in front of or adjoining the Real Estate to the center line
      thereof;

            (D) all right, title, estate and interest of Mortgagor in and to all
      of the fixtures, "equipment" (as defined in the Uniform Commercial Code)
      chattels, business machines, machinery, apparatus, equipment, furnishings,
      fittings and articles of personal property of every kind and nature
      whatsoever, and all appurtenances and additions thereto and substitutions
      or replacements thereof (together with, in each case, attachments,
      components, parts and accessories) currently owned or subsequently
      acquired by Mortgagor and now or subsequently attached to, or contained in
      or used or usable in any way in connection with any operation or letting
      of the Real Estate, including but without limiting the generality of the
      foregoing, all screens, awnings, shades, blinds, curtains, draperies,
      artwork, carpets, rugs, storm doors and windows, furniture and
      furnishings, heating, electrical, and mechanical equipment, lighting,
      switchboards, plumbing, ventilating, air conditioning and air-cooling
      apparatus, refrigerating, and incinerating equipment, escalators,
      elevators, loading and unloading equipment and systems, stoves, ranges,
      laundry equipment, cleaning systems (including window cleaning apparatus),
      telephones, communication systems (including satellite dishes and
      antennae), televisions, computers, sprinkler systems and other fire
      prevention and extinguishing apparatus and materials, security systems,
      motors, engines, machinery, pipes, pumps, tanks, conduits, appliances,
      fittings and fixtures of every kind and description (all of the foregoing
      in this paragraph (D) being referred to as the "Equipment");

            (E) all right, title, estate and interest of Mortgagor in and to all
      substitutes and replacements of, and all additions, improvements and
      concessions to, the Real Estate and


                                                                               3



      the Equipment, subsequently acquired by or released to Mortgagor or
      constructed, assembled or placed by Mortgagor on the Real Estate,
      immediately upon such acquisition, release, construction, assembling or
      placement, including, without limitation, any and all building materials
      whether stored at the Real Estate or offsite, and, in each such case,
      without any further mortgage, conveyance, assignment or other act by
      Mortgagor;

            (F) all right, title, estate and interest of Mortgagor in, to and
      under all leases, subleases, underlettings, occupancy agreements,
      concession agreements, management agreements, licenses and other
      agreements relating to the use or occupancy of the Real Estate or the
      Equipment or any part thereof, now existing or subsequently entered into
      by Mortgagor and whether written or oral and all guarantees of any of the
      foregoing (collectively, as any of the foregoing may be amended, restated,
      extended, renewed or modified from time to time, the "Leases"), and all
      rights of Mortgagor in respect of cash and securities deposited thereunder
      and the right to receive and collect the revenues, income, rents, issues
      and profits thereof, together with all other rents, royalties, issues,
      profits, revenue, income and other benefits arising from the use and
      enjoyment of the Mortgaged Property (as defined below) (collectively, the
      "Rents");

            (G) all right, title, estate and interest of Mortgagor in and to all
      trade names, trade marks, logos, copyrights, licenses, good will and books
      and records resident in any form or on any media relating to or used in
      connection with the operation of the Real Estate or the Equipment or any
      part thereof; all general intangibles (as defined in the Uniform
      Commercial Code) related to the operation of the Real Estate, Equipment or
      Improvements now existing or hereafter arising and the license to use
      intellectual property such as computer software owned or licensed by
      Mortgagor or other proprietary business information relating to
      Mortgagor's policies, procedures, manuals and trade secrets and related to
      the operation of the Real Estate or Equipment;

            (H) all right, title, estate and interest of Mortgagor in and to all
      unearned premiums under insurance policies now or subsequently obtained by
      Mortgagor relating to the Real Estate or Equipment and Mortgagor's
      interest in and to all proceeds of any such insurance policies (including
      title insurance policies) including the right to collect and receive such
      proceeds, subject to the provisions relating to insurance generally set
      forth below; and all awards and other compensation, including the interest
      payable thereon and the right to collect and receive the same, made to the
      present or any subsequent owner of the Real Estate or Equipment for the
      taking by eminent domain, condemnation or otherwise, of all or any part of
      the Real Estate or any easement or other right therein;

            (I) all right, title, estate and interest of Mortgagor in and to (i)
      all contracts from time to time executed by Mortgagor or any manager or
      agent on its behalf relating to the ownership, construction, maintenance,
      repair, operation, occupancy, sale, leasing or financing of the Real
      Estate or Equipment or any part thereof and all agreements relating to the
      purchase or lease of any portion of the Real Estate or any property which
      is adjacent to the Real Estate, together with the right to exercise such
      options and all leases of Equipment (collectively, the "Contracts"), (ii)
      all consents, licenses, permits variances,


                                                                               4



      building permits, certificates of occupancy and other governmental
      approvals relating to construction, completion, occupancy, use or
      operation of the Real Estate or any part thereof (collectively, the
      "Permits") and (iii) all drawings, plans, specifications and similar or
      related items relating to the Real Estate (collectively, the "Plans");

            (J) all right, title, estate and interest of Mortgagor in and to any
      and all monies now or subsequently on deposit for the payment of real
      estate taxes or special assessments against the Real Estate or for the
      payment of premiums on insurance policies covering the foregoing property
      or otherwise on deposit with or held by Mortgagee as provided in this
      Mortgage; and all "documents" as defined in the Uniform Commercial Code or
      other receipts covering, evidencing or representing goods now owned or
      hereafter acquired by Mortgagor (collectively, "Documents"); all (i)
      "instruments" as defined in the Uniform Commercial Code, "chattel paper"
      as defined in the Uniform Commercial Code, or letters of credit,
      evidencing, representing, arising from or existing in respect of, relating
      to, securing or otherwise supporting the payment of, any of the Mortgaged
      Property (including, without limitation, promissory notes, drafts, bills
      of exchange and trade acceptances) and chattel paper obtained by Mortgagor
      in connection with the Mortgaged Property (including, without limitation,
      all ledger sheets, computer records and printouts, databases, programs,
      books of account and files of Mortgagor relating thereto) and (ii) notes
      or other obligations of indebtedness relating to the Mortgaged Property
      and owing to Mortgagor from whatever source arising, in each case now
      owned or hereafter acquired by Mortgagor; all "inventory" as defined in
      the Uniform Commercial Code, whether now or hereafter existing or
      acquired, and which arises out of or is used in connection with, directly
      or indirectly, the ownership and operation of the Mortgaged Property, all
      Documents representing the same and all proceeds and products of the same
      (including, without limitation, all goods, merchandise, raw materials,
      work in process and other personal property, wherever located, now or
      hereafter owned or held by Mortgagor for manufacture, processing, the
      providing of services or sale, use or consumption in the operation of the
      Mortgaged Property (including, without limitation, fuel, supplies and
      similar items and all substances commingled therewith or added thereto)
      and rights and claims of Mortgagor against anyone who may store or acquire
      the same for the account of Mortgagor, or from whom Mortgagor may purchase
      the same); and

            (K) all proceeds (as defined in the Uniform Commercial Code) which,
      in any event, shall include, without limitation, all proceeds, products,
      offspring, rents, profits or receipts, in whatever form, arising from the
      Mortgaged Property (including, without limitation, (i) cash, instruments
      and other property received, receivable or otherwise distributed in
      respect of or in exchange for any or all of the Mortgaged Property, (ii)
      the collection, sale, lease, sublease, concession, exchange, assignment,
      licensing or other disposition of, or realization upon, any item or
      portion of the Mortgaged Property (including, without limitation, all
      claims of Mortgagor against third parties for loss of, damage to,
      destruction of, or for proceeds payable under, or unearned premiums with
      respect to, policies of insurance in respect of, any the Mortgaged
      Property now existing or hereafter arising), (iii) any and all proceeds of
      any insurance, indemnity, warranty or guaranty payable to Mortgagor from
      time to time with respect to any of the Mortgaged Property, (iv) any and
      all payments (in any form whatsoever) made or due and payable to


                                                                               5



      Mortgagor from time to time in connection with the requisition,
      confiscation, condemnation, seizure or forfeiture of all or any part of
      the Mortgaged Property by any governmental authority (or any person acting
      under color of Governmental Authority) and (v) any and all other amounts
      from time to time paid or payable under or in connection with any of the
      Mortgaged Property), both cash and noncash, of the foregoing;

            (All of the foregoing property and rights and interests now owned or
      held or subsequently acquired by Mortgagor and described in the foregoing
      clauses (A) through (E) are collectively referred to as the "Premises",
      and those described in the foregoing clauses (A) through (K) are
      collectively referred to as the "Mortgaged Property").

            TO HAVE AND TO HOLD the Mortgaged Property and the rights and
privileges hereby mortgaged unto Mortgagee, its successors and assigns for the
uses and purposes set forth herein, until the Indebtedness is fully paid and the
Obligations fully performed.

                              Terms and Conditions

            Mortgagor further represents, warrants, covenants and agrees with
Mortgagee as follows:

            1. Warranty of Title. Mortgagor warrants the good title to the
Premises, subject only to the matters that are set forth in Schedule B of any
title insurance policy or policies being issued to Mortgagee to insure the lien
of this Mortgage and Permitted Liens and any other matter that does not
materially interfere with use of the Real Estate as currently used (the
"Permitted Exceptions") and that Mortgagor has the full power, authority and
right to execute, deliver and perform its obligations under this Mortgage and to
encumber, mortgage, transfer, give, grant, bargain, sell, alienate, enfeoff,
convey, confirm, warrant, pledge, assign and hypothecate the same and that this
Mortgage is and will remain a valid and enforceable first lien on and security
interest in the Mortgaged Property, subject only to the Permitted Exceptions.
Mortgagor shall, until the satisfaction or release of this Mortgage, warrant,
defend and preserve such title and the validity and priority of the lien of this
Mortgage and shall, until the satisfaction or release of this Mortgage, warrant
and defend the same to Mortgagee against the claims of all persons whomsoever.

            2. Payment of Indebtedness. Mortgagor shall pay or cause to be paid
the Indebtedness at the times and places and in the manner specified in any
Note, the Credit Agreement, Guarantee and Collateral Agreement and any other
agreement providing for Secured Obligations and shall perform all the
Obligations in a timely manner.

            3. Requirements. (a) Mortgagor shall promptly comply with, or cause
to be complied with, and conform to (i) all present and future laws, statutes,
codes, ordinances, orders, judgments, decrees, rules, regulations and
requirements, and irrespective of the nature of the work to be done, with
respect to the Mortgaged Property of each Governmental Authority which has
jurisdiction over the Mortgaged Property and (ii) all covenants, restrictions
and conditions now or later of record which may be applicable to any of the
Mortgaged Property, or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or


                                                                               6



reconstruction of any of the Mortgaged Property, except (in each such case) to
the extent that failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect. All present and future
laws, statutes, codes, ordinances, orders, judgments, decrees, rules,
regulations and requirements of every Governmental Authority applicable to
Mortgagor in connection with the Mortgaged Property or to any of the Mortgaged
Property and all covenants, restrictions, and conditions which now or later may
be applicable to any of the Premises are collectively referred to as the "Legal
Requirements".

            (b) Notwithstanding the provisions of paragraph (a) of this Section,
Mortgagor shall have the right to contest or object in good faith to the
validity or application of any Legal Requirement by appropriate legal
proceedings diligently conducted in good faith, but such right shall not be
deemed or construed in any way as relieving, modifying, or extending Mortgagor's
covenant to comply with any such Legal Requirement unless (i) Mortgagor has
given prior written notice to Mortgagee of Mortgagor's intent so to contest or
object to such Legal Requirement, (ii) Mortgagor shall demonstrate to
Mortgagee's reasonable satisfaction that any delay in compliance with such Legal
Requirement shall not entail a risk of forfeiture of any of the Mortgaged
Property or subject Mortgagor or Mortgagee to any criminal liability, (iii) by
the terms of such Legal Requirement, compliance therewith pending prosecution of
any such legal proceeding may legally be delayed without incurring any lien,
charge or liability of any kind against the Mortgaged property (other than for
Permitted Exceptions), or any part thereof, unless Mortgagor shall furnish a
good and sufficient bond or surety as required by and reasonably satisfactory to
Mortgagee and (iv) all Permits remain in effect.

            4. Payment of Taxes and Other Impositions. Promptly when due,
Mortgagor shall pay and discharge (or cause to be paid and discharged) all
material tax liabilities (the "Impositions"), before the same shall become
delinquent or in default in accordance with Section 5.04 of the Credit Agreement

            5. Insurance. (a) Mortgagor shall maintain or cause to be maintained
on all of the Premises proper insurance in accordance with Section 5.10 of the
Credit Agreement.

            (b) Each insurance policy (other than flood insurance) shall (x)
provide that the insurer affording such coverage shall mail 30 days' written
notice to the Agent in the event of cancellation of such coverage, and (y) with
respect to all property insurance, provide for deductibles in an amount
reasonably satisfactory to Mortgagee and contain a "Replacement Cost
Endorsement" without any deduction made for depreciation and with no
co-insurance penalty (or attaching an agreed amount endorsement satisfactory to
Mortgagee), with loss payable solely to Mortgagee (modified, if necessary, to
provide that proceeds in the amount of replacement cost may be retained by
Mortgagee without the obligation to rebuild) as its interest may appear, without
contribution, under a "standard" or "New York" mortgagee clause acceptable to
Mortgagee. Liability insurance policies shall name Mortgagee as an additional
insured and contain a waiver of subrogation against Mortgagee. Each policy shall
expressly provide that any proceeds which are payable to Mortgagee shall be paid
by check payable to the order of Mortgagee and Mortgagor and requiring the
endorsement of Mortgagee and Mortgagor.

            (c) Mortgagor shall deliver to Mortgagee a certificate of such
insurance on the appropriate Acord Form(s) reasonably acceptable to Mortgagee.
Mortgagor shall (i) pay as they


                                                                               7



become due all premiums for such insurance and (ii) concurrently with the
expiration of each policy to be furnished pursuant to the provisions of this
Section 5, deliver a certificate of insurance in substantially the same form as
described in the first sentence of this Section 5(c).

            (d) Mortgagor promptly shall comply with and conform to (i) all
provisions of each such insurance policy, and (ii) all requirements of the
insurers applicable to Mortgagor or to any of the Mortgaged Property or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property. Mortgagor shall not use or permit the
use of the Mortgaged Property in any manner which would permit any insurer to
cancel any insurance policy or void coverage required to be maintained by this
Mortgage.

            (e) If the Mortgaged Property, or any material part thereof, shall
be destroyed or damaged, Mortgagor shall give prompt notice thereof to
Mortgagee. If an Event of Default shall have occurred and be continuing, and the
Mortgagee delivers notice to the Mortgagor that it is exercising its rights
under this Section 5(e), then all insurance proceeds shall be paid to Mortgagee
to be held by Mortgagee as collateral to secure the payment and performance of
the Indebtedness and the Obligations. At all other times, Mortgagor shall have
the right to adjust such loss, and the insurance proceeds relating to such loss
shall be paid over to Mortgagor and Mortgagor shall, promptly after any such
damage, repair such damage to the extent required under the Credit Agreement,
regardless of whether any insurance proceeds have been received or whether such
proceeds, if received, are sufficient to pay for the costs of repair; provided
that, any such insurance proceeds (net of fees and expenses incurred in
connection with the applicable casualty event or the recovery of such insurance
proceeds, taxes paid or estimated in good faith to be payable as a result
thereof and amounts required to be applied to the repayment of principal,
premium, prepayment fees, penalties, if any and interest on Indebtedness
required to be paid as a result thereof) that are not so applied shall be deemed
to be, and shall be treated as, Net Proceeds from an Asset Sale pursuant to and
in accordance with the terms of Sections 2.20(a), (b) and (c) of the Credit
Agreement (and shall be subject to such provisions (I) whether or not such net
insurance proceeds derive from property or assets used in or related to
businesses contemplated to be excluded from such application in accordance with
the definition of "Designated Asset Sale" contained in the Credit Agreement and
(II) without regard to whether any of the enumerated exclusions contained in the
definition of "Asset Sale" contained in the Credit Agreement may be applicable).
If an Event of Default shall have occurred and be continuing, Mortgagee shall
have the right to adjust such loss and use the insurance proceeds to pay the
Indebtedness or repair the Mortgaged Property in its sole and absolute
discretion.

            (f) In the event of foreclosure of this Mortgage or other transfer
of title to the Mortgaged Property, all right, title and interest of Mortgagor
to the benefit of insurance under any insurance policies then in force, which
are applicable to loss involving the Mortgaged Property, shall pass to the
purchaser or grantee.

            (g) Mortgagor may maintain insurance required under this Mortgage by
means of one or more blanket insurance policies maintained by Mortgagor;
provided, however, that (A) any such policy shall specify, or Mortgagor shall
furnish to Mortgagee a written statement from the insurer so specifying, the
maximum amount of the total insurance afforded by such blanket policy that is
applicable to the Premises and the other Mortgaged Property and any sublimits in
such blanket policy applicable to the Premises and the other Mortgaged Property
and


                                                                               8



(B) the protection afforded under any such blanket policy shall be no less than
that which would have been afforded under a separate policy or policies relating
only to the Mortgaged Property.

            6. Restrictions on Liens and Encumbrances. Except for the lien of
this Mortgage and the Permitted Exceptions, and except as permitted under the
Credit Agreement, Mortgagor shall not further mortgage, nor otherwise encumber
the Mortgaged Property nor create or suffer to exist any lien, charge or
encumbrance on the Mortgaged Property, or any part thereof, whether superior or
subordinate to the lien of this Mortgage and whether recourse or non-recourse.

            7. Due on Sale and Other Transfer Restrictions. Except as permitted
under the Credit Agreement or Section 10 hereof, Mortgagor shall not sell,
transfer, convey or assign all or any portion of, or any interest in, the
Mortgaged Property.

            8. Maintenance. Mortgagor shall maintain or cause to be maintained
all the Improvements in accordance with the provisions of Section 5.05 of the
Credit Agreement.

            9. Condemnation/Eminent Domain. Promptly upon obtaining actual
knowledge of the institution of any proceedings for the condemnation of the
Mortgaged Property, or any portion thereof, Mortgagor shall notify Mortgagee of
the pendency of such proceedings. If an Event of Default occurs and is
continuing, Mortgagee is hereby authorized and empowered by Mortgagor to settle
or compromise any claim in connection with such condemnation and to receive all
awards and proceeds thereof to be held by Mortgagee as collateral to secure the
payment and performance of the Indebtedness and the Obligations. Notwithstanding
the preceding sentence, provided no Event of Default shall have occurred and be
continuing, but subject to the terms and provisions of the Credit Agreement,
Mortgagor shall, at its expense, diligently prosecute any proceeding relating to
such condemnation, settle or compromise any claims in connection therewith in a
manner consistent with its reasonable business judgment and receive any awards
or proceeds thereof.

            10. Leases. Except as permitted under the Credit Agreement,
Mortgagor shall not (i) execute an assignment or pledge of any Lease relating to
all or any portion of the Mortgaged Property other than in favor of Mortgagee,
or (ii) execute or permit to exist any Lease of any of the Mortgaged Property.

            11. Further Assurances. To further assure Mortgagee's rights under
this Mortgage, Mortgagor agrees upon demand of Mortgagee to do any act or
execute any additional documents (including, but not limited to, security
agreements on any personalty included or to be included in the Mortgaged
Property, a separate assignment of each Lease in recordable form and any Uniform
Commercial Code financing statements) as may be reasonably required by Mortgagee
to confirm the lien of this Mortgage and all other rights or benefits conferred
on Mortgagee.

            12. Mortgagee's Right to Perform. If Mortgagor fails to perform any
of the covenants or agreements of Mortgagor (other than with respect to the
failure to maintain insurance as required hereunder, in which case Mortgagee can
immediately perform), and such failure constitutes an Event of Default, without
waiving or releasing Mortgagor from any obligation or default under this
Mortgage, Mortgagee may, at any time (but shall be under no


                                                                               9



obligation to) pay or perform the same, and the amount or cost thereof, with
interest at the rate provided for in the Credit Agreement, shall immediately,
upon notice to Mortgagor, be due from Mortgagor to Mortgagee and the same shall
be secured by this Mortgage and shall be a lien on the Mortgaged Property prior
to any right, title to, interest in or claim upon the Mortgaged Property
attaching subsequent to the lien of this Mortgage. No payment or advance of
money by Mortgagee under this Section 12 shall be deemed or construed to cure
Mortgagor's default or waive any right or remedy of Mortgagee.

            13. Hazardous Material. Mortgagee shall have the right at any time
to conduct an environmental audit of the Premises, if it reasonably believes
there has been a violation of applicable Environmental Laws in connection with
such Premises, and Mortgagor shall cooperate in the conduct of such
environmental audit. Mortgagor shall comply with all provisions of the Credit
Agreement regarding Hazardous Materials and Environmental Laws.

            14. Events of Default. The occurrence of an Event of Default under
the Credit Agreement shall constitute an Event of Default hereunder.

            15. Remedies. (a) Upon the occurrence and during the continuation of
any Event of Default, in addition to any other rights and remedies Mortgagee may
have pursuant to the Loan Documents, or as provided by law, and without
limitation, Mortgagee may immediately take such action, without notice or
demand, as it deems advisable to protect and enforce its rights against
Mortgagor and in and to the Mortgaged Property, including, but not limited to,
the following actions, each of which may be pursued concurrently or otherwise,
at such time and in such manner as Mortgagee may determine, in its sole
discretion, without impairing or otherwise affecting the other rights and
remedies of Mortgagee:

            (i) Mortgagee may, to the extent permitted by applicable law, (A)
      take immediate possession of all of the Mortgaged Property and take such
      action as Mortgagee, in its sole judgment, deems necessary to protect and
      preserve the Mortgaged Property, (B) institute, maintain and complete an
      action of mortgage foreclosure against all or any part of the Mortgaged
      Property and cause the Mortgaged Property to be sold in total or in parts,
      (C) purchase the Mortgaged Property at foreclosure sale, (D) institute and
      maintain an action on the Indebtedness, (E) sell all or part of the
      Mortgaged Property (Mortgagor expressly granting to Mortgagee the power of
      sale), or (F) take such other action at law or in equity for the
      enforcement of this Mortgage or any of the Loan Documents as the law may
      allow. Mortgagee may proceed in any such action to final judgment and
      execution thereon for all sums due hereunder, together with interest
      thereon at the rate provided for in the Credit Agreement and all costs of
      suit, including, without limitation, reasonable attorneys' fees and
      disbursements. Interest at the rate provided for in the Credit Agreement
      shall be due on any judgment obtained by Mortgagee from the date of
      judgment until actual payment is made of the full amount of the judgment.

            (ii) Mortgagee may personally, or by its agents, attorneys and
      employees and without regard to the adequacy or inadequacy of the
      Mortgaged Property or any other collateral as security for the
      Indebtedness and Obligations enter into and upon the Mortgaged Property
      and each and every part thereof and exclude Mortgagor and its agents and
      employees therefrom without liability for trespass, damage or otherwise


                                                                              10



      (Mortgagor hereby agreeing to surrender possession of the Mortgaged
      Property to Mortgagee upon demand at any such time) and use, operate,
      manage, maintain and control the Mortgaged Property and every part
      thereof. Following such entry and taking of possession, Mortgagee shall be
      entitled, without limitation, (x) to lease all or any part or parts of the
      Mortgaged Property for such periods of time and upon such conditions as
      Mortgagee may, in its discretion, deem proper, (y) to enforce, cancel or
      modify any Lease and (z) generally to execute, do and perform any other
      act, deed, matter or thing concerning the Mortgaged Property as Mortgagee
      shall deem appropriate as fully as Mortgagor might do.

            (b) In case of a foreclosure sale, the Real Estate may be sold, at
Mortgagee's election, in one parcel or in more than one parcel and Mortgagee is
specifically empowered, (without being required to do so, and in its sole and
absolute discretion) to cause successive sales of portions of the Mortgaged
Property to be held.

            16. Sale of the Properties; Application of Proceeds. Subject to the
requirements of applicable law and the Credit Agreement, the proceeds or avails
of a foreclosure sale and all moneys received by Mortgagee pursuant to any right
given or action taken under the provisions of this Mortgage, shall be applied as
follows:

            First: To the payment of the costs and expenses of any such sale or
other enforcement proceedings in accordance with the terms hereof and of any
judicial proceeding wherein the same may be made, and in addition thereto,
reasonable compensation to Mortgagee, its agents and counsel, and of all sums
due to Mortgagee under the Loan Documents and all actual out-of-pocket expenses,
advances, liabilities and sums made or furnished or incurred by Mortgagee or the
holders under this Mortgage and the Loan Documents, together with interest at
the rate provided for in the Credit Agreement (or such lesser amount as may be
the maximum amount permitted by law), and all taxes, assessments or other
charges, except any taxes, assessments or other charges subject to which the
Mortgaged Property shall have been sold;

            Second: To the payment of the Indebtedness and Obligations in
accordance with Section 2.16(b) of the Credit Agreement; and

            Third: To the payment of the surplus, if any, to whomsoever may be
lawfully entitled to receive the same.

            17. Right of Mortgagee to Credit Sale. Upon the occurrence of any
sale made under this Mortgage, whether made under the power of sale or by virtue
of judicial proceedings or of a judgment or decree of foreclosure and sale,
Mortgagee may bid for and acquire the Mortgaged Property or any part thereof. In
lieu of paying cash therefor, Mortgagee may make settlement for the purchase
price by crediting upon the Indebtedness or other sums secured by this Mortgage
the net sales price after deducting therefrom the expenses of sale and the cost
of the action and any other sums which Mortgagee is authorized to deduct under
this Mortgage. In such event, this Mortgage, the Credit Agreement, any Note, the
Guarantee and Collateral Agreement and documents evidencing expenditures secured
hereby may be presented to the Person conducting the sale in order that the
amount so used or applied may be credited upon the Indebtedness as having been
paid.


                                                                              11



            18. Appointment of Receiver. If an Event of Default shall have
occurred and be continuing, Mortgagee as a matter of right and without notice to
Mortgagor, unless otherwise required by applicable law, and without regard to
the adequacy or inadequacy of the Mortgaged Property or any other collateral as
security for the Indebtedness and Obligations or the interest of Mortgagor
therein, shall have the right to apply to any court having jurisdiction to
appoint a receiver or receivers or other manager of the Mortgaged Property, and
Mortgagor hereby irrevocably consents to such appointment and waives notice of
any application therefor (except as may be required by law). Any such receiver
or receivers shall have all the usual powers and duties of receivers in like or
similar cases and all the powers and duties of Mortgagee in case of entry as
provided in this Mortgage, including, without limitation and to the extent
permitted by law, the right to enter into leases of all or any part of the
Mortgaged Property, and shall continue as such and exercise all such powers
until the date of confirmation of sale of the Mortgaged Property unless such
receivership is sooner terminated.

            19. Extension, Release, etc. (a) Without affecting the lien or
charge of this Mortgage upon any portion of the Mortgaged Property not then or
theretofore released as security for the full amount of the Indebtedness,
Mortgagee may, from time to time and without notice, agree to (i) release any
person liable for the Indebtedness, (ii) extend the maturity or alter any of the
terms of the Indebtedness or any guaranty thereof, (iii) grant other
indulgences, (iv) release or reconvey, or cause to be released or reconveyed at
any time at Mortgagee's option any parcel, portion or all of the Mortgaged
Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto. If at any time this Mortgage shall secure less
than all of the principal amount of the Indebtedness, it is expressly agreed
that any repayments of the principal amount of the Indebtedness shall not reduce
the amount of the lien of this Mortgage until the lien amount shall equal the
principal amount of the Indebtedness outstanding.

            (b) No recovery of any judgment by Mortgagee and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other
property of Mortgagor shall affect the lien of this Mortgage or any liens,
rights, powers or remedies of Mortgagee hereunder, and such liens, rights,
powers and remedies shall continue unimpaired.

            (c) If Mortgagee shall have the right to foreclose this Mortgage,
Mortgagor authorizes Mortgagee at its option to foreclose the lien of this
Mortgage subject to the rights of any tenants of the Mortgaged Property. The
failure to make any such tenants parties defendant to any such foreclosure
proceeding and to foreclose their rights will not be asserted by Mortgagor as a
defense to any proceeding instituted by Mortgagee to collect the Indebtedness or
to foreclose the lien of this Mortgage.

            (d) Unless expressly provided otherwise, in the event that ownership
of this Mortgage and title to the Mortgaged Property or any estate therein shall
become vested in the same Person, this Mortgage shall not merge in such title
but shall continue as a valid lien on the Mortgaged Property for the amount
secured hereby.

            20. Security Agreement under Uniform Commercial Code. (a) It is the
intention of the parties hereto that this Mortgage shall constitute a Security
Agreement within the meaning of the Uniform Commercial Code (the "Code") of the
State of Florida. Unless as otherwise


                                                                              12



provided for in the Credit Agreement, if an Event of Default shall occur and be
continuing, then in addition to having any other right or remedy available at
law or in equity, Mortgagee shall have the option of either (i) proceeding under
the Code and exercising such rights and remedies as may be provided to a secured
party by the Code with respect to all or any portion of the Mortgaged Property
which is personal property (including, without limitation, taking possession of
and selling such property) or (ii) treating such property as real property and
proceeding with respect to both the real and personal property constituting the
Mortgaged Property in accordance with Mortgagee's rights, powers and remedies
with respect to the real property (in which event the default provisions of the
Code shall not apply). If Mortgagee shall elect to proceed under the Code, then
ten days' notice of sale of the personal property shall be deemed reasonable
notice and the reasonable expenses of retaking, holding, preparing for sale,
selling and the like incurred by Mortgagee shall include, but not be limited to,
attorneys' fees and legal expenses. At Mortgagee's request, Mortgagor shall
assemble the personal property and make it available to Mortgagee at a place
designated by Mortgagee which is reasonably convenient to both parties.

            (b) Mortgagor and Mortgagee agree, to the extent permitted by law,
that: (i) this Mortgage upon recording or registration in the real estate
records of the proper office shall constitute a financing statement filed as a
"fixture filing" within the meaning of the Code; (ii) Mortgagor is the record
owner of the Real Estate; and (iii) the addresses of Mortgagor and Mortgagee are
as set forth on the first page of this Mortgage.

            (c) Mortgagor, upon request by Mortgagee from time to time, shall
execute, acknowledge and deliver to Mortgagee one or more separate security
agreements, in form reasonably satisfactory to Mortgagee, covering all or any
part of the Mortgaged Property and will further execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, any financing
statement, affidavit, continuation statement or certificate or other document as
Mortgagee may reasonably request in order to perfect, preserve, maintain,
continue or extend the security interest under and the priority of this Mortgage
and such security instrument. Mortgagor further agrees to pay to Mortgagee on
demand all costs and expenses incurred by Mortgagee in connection with the
preparation, execution, recording, filing and re-filing of any such document and
all reasonable costs and expenses of any record searches for financing
statements Mortgagee shall reasonably require. If Mortgagor shall fail to
furnish any financing or continuation statement within 10 days after request by
Mortgagee, then pursuant to the provisions of the Code, Mortgagor hereby
authorizes Mortgagee, without the signature of Mortgagor, to execute and file
any such financing and continuation statements. The filing of any financing or
continuation statements in the records relating to personal property or chattels
shall not be construed as in any way impairing the right of Mortgagee to proceed
against any personal property encumbered by this Mortgage as real property, as
set forth above.

            21. Assignment of Rents and Leases. (a) In furtherance of and in
addition to the assignment made by Mortgagor herein, Mortgagor hereby absolutely
and unconditionally assigns, sells, transfers and conveys to Mortgagee all of
its right, title and interest in and to all Leases, whether now existing or
hereafter entered into, and all of its right, title and interest in and to all
Rents. This assignment is an absolute assignment and not an assignment for
additional security only. So long as no Event of Default shall have occurred and
be continuing, Mortgagor shall have a revocable license from Mortgagee to
exercise all rights extended to the landlord under the Leases, including the
right to receive and collect all Rents and to hold the Rents in trust


                                                                              13



for use in the payment and performance of the Obligations and to otherwise use
the same. The foregoing license is granted subject to the conditional limitation
that no Event of Default shall have occurred and be continuing. Upon the
occurrence and during the continuance of an Event of Default, whether or not
legal proceedings have commenced, and without regard to waste, adequacy of
security for the Obligations or solvency of Mortgagor, the license herein
granted shall automatically expire and terminate, without notice by Mortgagee
(any such notice being hereby expressly waived by Mortgagor).

            (b) Mortgagor acknowledges that Mortgagee has taken all reasonable
actions necessary to obtain, and that upon recordation of this Mortgage,
Mortgagee shall have, to the extent permitted under applicable law, a valid and
fully perfected, first priority, present assignment of the Rents arising out of
the Leases and all security for such Leases subject to the Permitted Liens and
in the case of security deposits, rights of depositors and requirements of law.
Mortgagor acknowledges and agrees that upon recordation of this Mortgage,
Mortgagee's interest in the Rents shall be deemed to be fully perfected,
"choate" and enforced as to Mortgagor and all third parties, including, without
limitation, any subsequently appointed trustee in any case under Title 11 of the
United States Code (the "Bankruptcy Code"), without the necessity of commencing
a foreclosure action with respect to this Mortgage, making formal demand for the
Rents, obtaining the appointment of a receiver or taking any other affirmative
action.

            (c) Without limitation of the absolute nature of the assignment of
the Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall
constitute a "security agreement" for purposes of Section 552(b) of the
Bankruptcy Code, (b) the security interest created by this Mortgage extends to
property of Mortgagor acquired before the commencement of a case in bankruptcy
and to all amounts paid as Rents, and (c) such security interest shall extend to
all Rents acquired by the estate after the commencement of any case in
bankruptcy.

            22. Trust Funds. All lease security deposits of the Real Estate
shall be treated as trust funds not to be commingled with any other funds of
Mortgagor. Within 10 days after request by Mortgagee, Mortgagor shall furnish
Mortgagee satisfactory evidence of compliance with this Section 22, together
with a statement of all lease security deposits by lessees and copies of all
Leases not previously delivered to Mortgagee, which statement shall be certified
by Mortgagor.

            23. Additional Rights. The holder of any subordinate lien on the
Mortgaged Property shall have no right to terminate any Lease whether or not
such Lease is subordinate to this Mortgage nor shall any holder of any
subordinate lien join any tenant under any Lease in any action to foreclose the
lien or modify, interfere with, disturb or terminate the rights of any tenant
under any Lease. By recordation of this Mortgage all subordinate lienholders are
subject to and notified of this provision, and any action taken by any such
lienholder contrary to this provision shall be null and void. Unless as
otherwise provided for in the Credit Agreement, upon the occurrence, and during
the continuation, of any Event of Default, Mortgagee may, in its sole discretion
and without regard to the adequacy of its security under this Mortgage, apply
all or any part of any amounts on deposit with Mortgagee under this Mortgage
against all or any part of the Indebtedness. Any such application shall not be
construed to cure or waive any Default or


                                                                              14



Event of Default or invalidate any act taken by Mortgagee on account of such
Default or Event of Default.

            24. Notices. All notices, requests, demands and other communications
hereunder shall be given in accordance with the provisions of Section 9.01 of
the Credit Agreement to Mortgagor in care of Borrower and to Mortgagee as
specified therein.

            25. No Oral Modification. This Mortgage may not be amended,
supplemented or otherwise modified except in accordance with the provisions of
Section 9.02 of the Credit Agreement. To the extent permitted by Applicable Law,
any agreement made by Mortgagor and Mortgagee after the date of this Mortgage
relating to this Mortgage shall be superior to the rights of the holder of any
intervening or subordinate lien or encumbrance.

            26. Partial Invalidity. In the event any one or more of the
provisions contained in this Mortgage shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but each shall be
construed as if such invalid, illegal or unenforceable provision had never been
included. Notwithstanding to the contrary anything contained in this Mortgage or
in any provisions of the Indebtedness or Loan Documents, the obligations of
Mortgagor and of any other obligor under the Indebtedness or Loan Documents
shall be subject to the limitation that Mortgagee shall not charge, take or
receive, nor shall Mortgagor or any other obligor be obligated to pay to
Mortgagee, any amounts constituting interest in excess of the maximum rate
permitted by law to be charged by Mortgagee.

            27. Mortgagor's Waiver of Rights. To the fullest extent permitted by
law, Mortgagor waives the benefit of all laws now existing or that may
subsequently be enacted providing for (i) any appraisement before sale of any
portion of the Mortgaged Property, (ii) any extension of the time for the
enforcement of the collection of the Indebtedness or the creation or extension
of a period of redemption from any sale made in collecting such debt and (iii)
exemption of the Mortgaged Property from attachment, levy or sale under
execution or exemption from civil process. To the full extent Mortgagor may do
so, Mortgagor agrees that Mortgagor will not at any time insist upon, plead,
claim or take the benefit or advantage of any law now or hereafter in force
providing for any appraisement, valuation, stay, exemption, extension or
redemption, or requiring foreclosure of this Mortgage before exercising any
other remedy granted hereunder and Mortgagor, for Mortgagor and its successors
and assigns, and for any and all Persons ever claiming any interest in the
Mortgaged Property, to the extent permitted by law, hereby waives and releases
all rights of redemption, valuation, appraisement, stay of execution, notice of
election to mature or declare due the whole of the secured indebtedness and
marshalling in the event of foreclosure of the liens hereby created.

            28. Remedies Not Exclusive. Mortgagee shall be entitled to enforce
payment of the Indebtedness and performance of the Obligations and to exercise
all rights and powers under this Mortgage or under any of the other Loan
Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Indebtedness and Obligations may now or
hereafter be otherwise secured, whether by mortgage, security agreement, pledge,
lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its
enforcement, shall prejudice or in any manner affect Mortgagee's right to
realize upon or enforce any other security


                                                                              15



now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be
entitled to enforce this Mortgage and any other security now or hereafter held
by Mortgagee in such order and manner as Mortgagee may determine in its absolute
discretion. No remedy herein conferred upon or reserved to Mortgagee is intended
to be exclusive of any other remedy herein or by law provided or permitted, but
each shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute. Every
power or remedy given by any of the Loan Documents to Mortgagee or to which it
may otherwise be entitled, may be exercised, concurrently or independently, from
time to time and as often as may be deemed expedient by Mortgagee. In no event
shall Mortgagee, in the exercise of the remedies provided in this Mortgage
(including, without limitation, in connection with the assignment of Rents to
Mortgagee, or the appointment of a receiver and the entry of such receiver on to
all or any part of the Mortgaged Property), be deemed a "mortgagee in
possession," and Mortgagee shall not in any way be made liable for any act,
either of commission or omission, in connection with the exercise of such
remedies.

            29. Multiple Security. If (a) the Premises shall consist of one or
more parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Mortgage, Mortgagee shall now or hereafter
hold one or more additional mortgages, liens, deeds of trust or other security
(directly or indirectly) for the Indebtedness upon other property in the State
in which the Premises are located (whether or not such property is owned by
Mortgagor or by others) or (c) both the circumstances described in clauses (a)
and (b) shall be true, then to the fullest extent permitted by law, Mortgagee
may, at its election, commence or consolidate in a single foreclosure action all
foreclosure proceedings against all such collateral securing the Indebtedness
(including the Mortgaged Property), which action may be brought or consolidated
in the courts of any county in which any of such collateral is located.
Mortgagor acknowledges that the right to maintain a consolidated foreclosure
action is a specific inducement to Mortgagee to extend the Indebtedness, and
Mortgagor expressly and irrevocably waives any objections to the commencement or
consolidation of the foreclosure proceedings in a single action and any
objections to the laying of venue or based on the grounds of forum non
conveniens which it may now or hereafter have. Mortgagor further agrees that if
Mortgagee shall be prosecuting one or more foreclosure or other proceedings
against a portion of the Mortgaged Property or against any collateral other than
the Mortgaged Property, which collateral directly or indirectly secures the
Indebtedness, or if Mortgagee shall have obtained a judgment of foreclosure and
sale or similar judgment against such collateral, then, whether or not such
proceedings are being maintained or judgments were obtained in or outside the
State in which the Premises are located, Mortgagee may commence or continue
foreclosure proceedings and exercise its other remedies granted in this Mortgage
against all or any part of the Mortgaged Property and Mortgagor waives any
objections to the commencement or continuation of a foreclosure of this Mortgage
or exercise of any other remedies hereunder based on such other proceedings or
judgments, and waives any right to seek to dismiss, stay, remove, transfer or
consolidate either any action under this Mortgage or such other proceedings on
such basis. Neither the commencement nor continuation of proceedings to
foreclose this Mortgage nor the exercise of any other rights hereunder nor the
recovery of any judgment by Mortgagee in any such proceedings shall prejudice,
limit or preclude Mortgagee's right to commence or continue one or more
foreclosure or other proceedings or obtain a judgment against any other
collateral (either in or outside the State in which the Premises are located)
which directly or indirectly secures the Indebtedness, and Mortgagor expressly
waives any objections to the commencement of, continuation of, or entry of


                                                                              16



a judgment in such other proceedings or exercise of any remedies in such
proceedings based upon any action or judgment connected to this Mortgage, and
Mortgagor also waives any right to seek to dismiss, stay, remove, transfer or
consolidate either such other proceedings or any action under this Mortgage on
such basis. It is expressly understood and agreed that to the fullest extent
permitted by law, Mortgagee may, at its election, cause the sale of all
collateral which is the subject of a single foreclosure action at either a
single sale or at multiple sales conducted simultaneously and take such other
measures as are appropriate in order to effect the agreement of the parties to
dispose of and administer all collateral securing the Indebtedness (directly or
indirectly) in the most economical and least time-consuming manner.

            30. Successors and Assigns. All covenants of Mortgagor contained in
this Mortgage are imposed solely and exclusively for the benefit of Mortgagee
and its successors and assigns, and no other person or entity shall have
standing to require compliance with such covenants or be deemed, under any
circumstances, to be a beneficiary of such covenants, any or all of which may be
freely waived in whole or in part by Mortgagee at any time if in its sole
discretion it deems such waiver advisable. All such covenants of Mortgagor shall
run with the land and bind Mortgagor, the successors and assigns of Mortgagor
(and each of them) and all subsequent owners, encumbrancers and tenants of the
Mortgaged Property, and shall inure to the benefit of Mortgagee, its successors
and assigns. The word "Mortgagor" shall be construed as if it read "Mortgagors"
whenever the sense of this Mortgage so requires and if there shall be more than
one Mortgagor, the obligations of Mortgagors shall be joint and several.

            31. No Waivers, etc. Any failure by Mortgagee to insist upon the
strict performance by Mortgagor of any of the terms and provisions of this
Mortgage shall not be deemed to be a waiver of any of the terms and provisions
hereof, and Mortgagee, notwithstanding any such failure, shall have the right
thereafter to insist upon the strict performance by Mortgagor of any and all of
the terms and provisions of this Mortgage to be performed by Mortgagor.
Mortgagee may release, regardless of consideration and without the necessity for
any notice to or consent by the holder of any subordinate lien on the Mortgaged
Property, any part of the security held for the obligations secured by this
Mortgage without, as to the remainder of the security, in anywise impairing or
affecting the lien of this Mortgage or the priority of such lien over any
subordinate lien.

            32. Governing Law, etc. This Mortgage shall be governed by and
construed in accordance with the laws of Florida, except that Mortgagor
expressly acknowledges that by its terms the Credit Agreement and any Note shall
be governed and construed in accordance with the laws of the State of New York,
without regard to principles of conflict of law, and for purposes of
consistency, Mortgagor agrees that in any in personam proceeding related to this
Mortgage the rights of the parties to this Mortgage shall also be governed by
and construed in accordance with the laws of the State of New York governing
contracts made and to be performed in that State, without regard to principles
of conflict of law.

            33. Certain Definitions. Unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, words used in
this Mortgage shall be used interchangeably in singular or plural form and the
word "Mortgagor" shall mean "each Mortgagor or any subsequent owner or owners of
the Mortgaged Property or any part thereof or interest therein," the word
"Mortgagee" shall mean "Mortgagee or any successor agent for the


                                                                              17



Lenders," the word "person" shall include any individual, corporation,
partnership, trust, unincorporated association, government, governmental
authority, or other entity, and the words "Mortgaged Property" shall include any
portion of the Mortgaged Property or interest therein. Whenever the context may
require, any pronouns used herein shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural and vice versa. The captions in this Mortgage are for
convenience or reference only and in no way limit or amplify the provisions
hereof.

            34. Maximum Secured Amount. With respect to this Mortgage on
properties located in Florida, the maximum amount secured hereby at any one time
is $4,334,000.00. The aggregate maximum Indebtedness under the Credit Agreement
is $2,150,000,000.

            35. Local Law Provisions.

            (a)   Florida documentary stamp tax: Florida documentary stamp taxes
in the amount of $15,169.00 have been paid as noted hereon. The amount of tax
was computed pursuant to Rule 12B-4.053(31)(c) Fla. Admin. Code, on a taxable
base of $4,334,000.00, which is the maximum amount of indebtedness secured by
this Mortgage at any one time.

            (b)   Florida intangible personal property tax: Non-recurring
intangible personal property taxes in the amount of $8,668.00 have been paid as
noted hereon. The amount of tax was computed pursuant to Section 199.133(2),
Florida Statutes, on the value of the real property situated in Florida
($4,334,000.00) which is security for the Indebtedness and is the maximum amount
which may be secured hereby at any one time.

            (c)   Future Advances Secured. This Mortgage is given to secure not
only the existing Indebtedness, but also such future advances, whether such
advances are obligatory or are to be made at the option of the Mortgagee, or
otherwise, as are made within twenty (20) years from the date hereof, to the
same extent as if such future advances were made on the date of execution of
this Mortgage. The total amount of indebtedness that may be so secured may
decrease or increase from time to time, but the total unpaid balance so secured
at one time shall not exceed $_________ (if blank, twice the principal amount of
the Indebtedness secured hereby) plus interest thereon, and any disbursements
made for the payment of taxes, levies, or insurance on the Mortgaged Property,
plus interest thereon.


                            [Signature pages follow.]


                                                                              18



            This Mortgage has been duly executed by Mortgagor on the date first
above written.

                                      JOHN H. HARLAND COMPANY, a Georgia
                                      corporation

                                      By:/s/ Edward P. Taibi
                                         ---------------------------------------
                                         Name:  Edward P. Taibi
                                         Title: Assistant Secretary

STATE OF NEW YORK
COUNTY OF NEW YORK

The foregoing instrument was acknowledged before me this 30 day of April,
2007, by Edward P. Taibi [name of individual], as Assistant Secretary [title of
officer] of John H. Harland Company, a Georgia corporation, on behalf of the
corporation. He/she is either (check one) [ ] personally known to me or [X]
produced NY drivers license as identification [type of photo identification].


                                      /s/ Joshua Babbit
                                      ------------------------------------------
[STAMP OR SEAL]                       [signature of notary]

                                      /s/ Joshua Babbit
                                      ------------------------------------------
                                      [name typed, printed or stamped]
                                      Notary Public, State of New York,
                                      At Large
                                      My Commission Expires: August 7, 2010


                                                                              19



                                   Schedule A

                           Description of the Premises

Lot 9 in Southeast 1/4 of Section 4, Township 30 South, Range 16 East, according
to the plat of Pinellas Groves, Inc., recorded in Plat Book 1, Page 55, Public
Records of Pinellas County, Florida, Less the West 150 feet thereof, and also
Less that part lying within 120 feet of survey line of State Road S-688, Section
15120, as described in Clerk's Instrument No. 260901B, O.R. Book 2081, Page 593,
Pinellas County Records.


                                                                              20

EX-4.14

Prepared By/Return To:

Latham & Watkins LLC
Attn: Curtis Peele
885 Third Avenue
New York, NY 10022


                                                                      [Reserved]

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


                               DEED TO SECURE DEBT

                                      from

                       JOHN H. HARLAND COMPANY, Mortgagor

                                       to

        CREDIT SUISSE, CAYMAN ISLANDS BRANCH as administrative agent and
                           collateral agent, Mortgagee

                             DATED AS OF May 1, 2007

                                                  TO CLERK OF COURT:
                                                  Intangible tax in the amount
                                                  of $25,000 is being paid in
                                                  connection with the recording
                                                  of this instrument

                                                  1. Term Loan: maturity date is
                                                  April 4, 2014

                                                  2. Revolving Credit: maturity
                                                  date is April 4, 2013

                                                  3. New Term Loans: maturity
                                                  date is conditional.




                                                                         Georgia

            THIS DEED TO SECURE DEBT, dated as of May 1, 2007, is made by JOHN
H. HARLAND COMPANY, a Georgia corporation ("Mortgagor"), whose address is c/o
Clarke American Corp., 10931 Laureate Drive, San Antonio, TX 78249, to CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in
such capacities and together with its successors, the "Agent") for the Lenders,
referred to below ("Mortgagee"), whose address is Eleven Madison Avenue, New
York, New York 10010. References to this "Mortgage" shall mean this instrument
and any and all renewals, modifications, amendments, supplements, extensions,
consolidations, substitutions, spreaders and replacements of this instrument.

                                   Background

            A. Clarke American Corp., as borrower, and certain other affiliates
of Mortgagor, as subsidiary co-borrowers, have entered into a Credit Agreement
dated as of April 4, 2007, as modified by the pre-funding Joinder Agreement and
the post-acquisition Joinder Agreement, each dated as of the date hereof (and as
may be amended, supplemented or otherwise further modified from time to time,
the "Credit Agreement"), with several banks and other financial institutions
from time to time parties thereto (the "Lenders") and Mortgagee. The terms of
the Credit Agreement are incorporated by reference in this Mortgage as if the
terms thereof were fully set forth herein.

            Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement. In the event of a conflict
between this Mortgage and the Credit Agreement, the terms and provisions of the
Credit Agreement shall control. References in this Mortgage to the "Interest
Rates" shall mean the interest rates provided for in Sections 2.11 and 2.12 of
the Credit Agreement.

            B. Mortgagor is the owner of the parcel(s) of real property
described on Schedule A attached hereto and made a part hereof (such real
property, together with all of the buildings, improvements, structures and
fixtures (including, without limitation, to the extent owned by Mortgagor all
gas and electric fixtures, radiators, heaters, docks, engines and machinery,
boilers, ranges, elevators and motors, plumbing, heating and air conditioning
fixtures, carpeting and other floor coverings, water heaters, cleaning apparatus
and other items which are or are to be attached to such real property) now or
subsequently located thereon (the "Improvements"), being collectively referred
to as the "Real Estate").

            C. Subject to the terms and conditions of the Credit Agreement, (i)
each Tranche B Term Lender has agreed, severally and not jointly, to make a
Tranche B Term Loan to Mortgagor, as evidenced by the Credit Agreement and if
requested by any Lender, a promissory note (a "Note"); (ii) the Swingline Lender
has agreed to make Swingline Loans to Mortgagor; (iii) each Revolving Credit
Lender has agreed, severally and not jointly, to make Revolving Loans to
Mortgagor; and (iv) the Issuing Banks have agreed to issue letters of credit on
behalf of Mortgagor (the "Letters of Credit") and (v) certain lenders may make
additional extensions of credit under incremental loan facilities. The
obligations to reimburse L/C Disbursements (the




"Reimbursement Obligations") with respect to drawings under the Letters of
Credit are evidenced by the Credit Agreement.

            D. The obligations of the Lenders to make the Loans and to issue
Letters of Credit are conditioned upon, among other things, the execution and
delivery by Mortgagor of this Mortgage.

                                Granting Clauses

            For ten dollars ($10) and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, Mortgagor agrees
that to secure:

            (a)   repayment of the principal in the amount of $2,150,000,000 or
                  so much thereof as may be outstanding from time to time and
                  payment of interest (including, without limitation, interest
                  accruing after the maturity of the Loans made by each Lender
                  and interest accruing after the filing of any petition in
                  bankruptcy, or the commencement of any insolvency,
                  reorganization or like proceeding, relating to Mortgagor,
                  whether or not a claim for post-filing or post-petition
                  interest is allowed in such proceeding) on the Loans made by
                  each Lender to, and the Notes, if any, held by each Lender of,
                  Mortgagor;

            (b)   payment of all Reimbursement Obligations with respect to
                  drawings under the Letters of Credit;

            (c)   payment of all Secured Obligations;

            (d)   payment of all other obligations and liabilities of Mortgagor
                  to Mortgagee and the Lenders, whether direct or indirect,
                  absolute or contingent, due or to become due, or now existing
                  or hereafter incurred, which may arise under, out of, or in
                  connection with, the Credit Agreement, any Note, the Letters
                  of Credit, the Guarantee and Collateral Agreement (including
                  Borrower Obligations as defined therein), this Mortgage, the
                  other Collateral Documents and other Loan Documents or any
                  agreement providing for Secured Obligations or any other
                  document made, delivered or given in connection herewith or
                  therewith, in each case whether on account of principal,
                  interest, Reimbursement Obligations, fees, indemnities, costs,
                  expenses or otherwise (including, without limitation, all
                  reasonable fees and disbursements of counsel to Mortgagee or
                  to the Lenders that are required to be paid by Mortgagor
                  pursuant to the terms of the Credit Agreement, this Mortgage
                  or any other Loan Documents) (the items set forth in clauses
                  (a) through (d) being referred to herein collectively as the
                  "Indebtedness"); and

            (e)   the performance and observance of each obligation, term,
                  covenant and condition to be performed or observed by
                  Mortgagor (the "Obligations") under, in connection with or
                  pursuant to the provisions of the Credit Agreement, any Note,
                  the Letters of Credit, the Guarantee and Collateral


                                                                               2



                  Agreement, this Mortgage and any of the other Collateral
                  Documents or any of the other Loan Documents or any agreement
                  providing for Secured Obligations;

MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE,
ASSIGN, WARRANT, TRANSFER AND CONVEY AND SET OVER TO MORTGAGEE AND ITS
SUCCESSORS AND ASSIGNS, WITH THE POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION
ALL OF MORTGAGOR'S ESTATE, RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE
FOLLOWING DESCRIBED PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR
HEREAFTER ACQUIRED BY MORTGAGOR:

            (A) the Real Estate;

            (B) all the estate, right, title, interest, claim or demand
      whatsoever of Mortgagor, in possession or expectancy, in and to the Real
      Estate or any part thereof;

            (C) all right, title, estate and interest of Mortgagor in, to and
      under all easements, rights of way, strips and gores of land, streets,
      ways, alleys, passages, sewer rights, waters, water courses, water and
      riparian rights, development rights, air rights, mineral rights and all
      estates, rights, titles, interests, privileges, licenses, tenements,
      hereditaments and appurtenances belonging, relating or appertaining to the
      Real Estate, and any reversions, remainders, rents, issues, profits and
      revenue thereof and all land lying in the bed of any street, road or
      avenue, in front of or adjoining the Real Estate to the center line
      thereof;

            (D) all right, title, estate and interest of Mortgagor in and to all
      of the fixtures, "equipment" (as defined in the Uniform Commercial Code)
      chattels, business machines, machinery, apparatus, equipment, furnishings,
      fittings and articles of personal property of every kind and nature
      whatsoever, and all appurtenances and additions thereto and substitutions
      or replacements thereof (together with, in each case, attachments,
      components, parts and accessories) currently owned or subsequently
      acquired by Mortgagor and now or subsequently attached to, or contained in
      or used or usable in any way in connection with any operation or letting
      of the Real Estate, including but without limiting the generality of the
      foregoing, all screens, awnings, shades, blinds, curtains, draperies,
      artwork, carpets, rugs, storm doors and windows, furniture and
      furnishings, heating, electrical, and mechanical equipment, lighting,
      switchboards, plumbing, ventilating, air conditioning and air-cooling
      apparatus, refrigerating, and incinerating equipment, escalators,
      elevators, loading and unloading equipment and systems, stoves, ranges,
      laundry equipment, cleaning systems (including window cleaning apparatus),
      telephones, communication systems (including satellite dishes and
      antennae), televisions, computers, sprinkler systems and other fire
      prevention and extinguishing apparatus and materials, security systems,
      motors, engines, machinery, pipes, pumps, tanks, conduits, appliances,
      fittings and fixtures of every kind and description (all of the foregoing
      in this paragraph (D) being referred to as the "Equipment");


                                                                               3



            (E) all right, title, estate and interest of Mortgagor in and to all
      substitutes and replacements of, and all additions, improvements and
      concessions to, the Real Estate and the Equipment, subsequently acquired
      by or released to Mortgagor or constructed, assembled or placed by
      Mortgagor on the Real Estate, immediately upon such acquisition, release,
      construction, assembling or placement, including, without limitation, any
      and all building materials whether stored at the Real Estate or offsite,
      and, in each such case, without any further mortgage, conveyance,
      assignment or other act by Mortgagor;

            (F) all right, title, estate and interest of Mortgagor in, to and
      under all leases, subleases, underlettings, occupancy agreements,
      concession agreements, management agreements, licenses and other
      agreements relating to the use or occupancy of the Real Estate or the
      Equipment or any part thereof, now existing or subsequently entered into
      by Mortgagor and whether written or oral and all guarantees of any of the
      foregoing (collectively, as any of the foregoing may be amended, restated,
      extended, renewed or modified from time to time, the "Leases"), and all
      rights of Mortgagor in respect of cash and securities deposited thereunder
      and the right to receive and collect the revenues, income, rents, issues
      and profits thereof, together with all other rents, royalties, issues,
      profits, revenue, income and other benefits arising from the use and
      enjoyment of the Mortgaged Property (as defined below) (collectively, the
      "Rents");

            (G) all right, title, estate and interest of Mortgagor in and to all
      trade names, trade marks, logos, copyrights, licenses, good will and books
      and records resident in any form or on any media relating to or used in
      connection with the operation of the Real Estate or the Equipment or any
      part thereof; all general intangibles (as defined in the Uniform
      Commercial Code) related to the operation of the Real Estate, Equipment or
      Improvements now existing or hereafter arising and the license to use
      intellectual property such as computer software owned or licensed by
      Mortgagor or other proprietary business information relating to
      Mortgagor's policies, procedures, manuals and trade secrets and related to
      the operation of the Real Estate or Equipment;

            (H) all right, title, estate and interest of Mortgagor in and to all
      unearned premiums under insurance policies now or subsequently obtained by
      Mortgagor relating to the Real Estate or Equipment and Mortgagor's
      interest in and to all proceeds of any such insurance policies (including
      title insurance policies) including the right to collect and receive such
      proceeds, subject to the provisions relating to insurance generally set
      forth below; and all awards and other compensation, including the interest
      payable thereon and the right to collect and receive the same, made to the
      present or any subsequent owner of the Real Estate or Equipment for the
      taking by eminent domain, condemnation or otherwise, of all or any part of
      the Real Estate or any easement or other right therein;

            (I) all right, title, estate and interest of Mortgagor in and to (i)
      all contracts from time to time executed by Mortgagor or any manager or
      agent on its behalf relating to the ownership, construction, maintenance,
      repair, operation, occupancy, sale, leasing or financing of the Real
      Estate or Equipment or any part thereof and all agreements relating to the
      purchase or lease of any portion of the Real Estate or any property which
      is


                                                                               4



      adjacent to the Real Estate, together with the right to exercise such
      options and all leases of Equipment (collectively, the "Contracts"), (ii)
      all consents, licenses, permits variances, building permits, certificates
      of occupancy and other governmental approvals relating to construction,
      completion, occupancy, use or operation of the Real Estate or any part
      thereof (collectively, the "Permits") and (iii) all drawings, plans,
      specifications and similar or related items relating to the Real Estate
      (collectively, the "Plans");

            (J) all right, title, estate and interest of Mortgagor in and to any
      and all monies now or subsequently on deposit for the payment of real
      estate taxes or special assessments against the Real Estate or for the
      payment of premiums on insurance policies covering the foregoing property
      or otherwise on deposit with or held by Mortgagee as provided in this
      Mortgage; and all "documents" as defined in the Uniform Commercial Code or
      other receipts covering, evidencing or representing goods now owned or
      hereafter acquired by Mortgagor (collectively, "Documents"); all (i)
      "instruments" as defined in the Uniform Commercial Code, "chattel paper"
      as defined in the Uniform Commercial Code, or letters of credit,
      evidencing, representing, arising from or existing in respect of, relating
      to, securing or otherwise supporting the payment of, any of the Mortgaged
      Property (including, without limitation, promissory notes, drafts, bills
      of exchange and trade acceptances) and chattel paper obtained by Mortgagor
      in connection with the Mortgaged Property (including, without limitation,
      all ledger sheets, computer records and printouts, databases, programs,
      books of account and files of Mortgagor relating thereto) and (ii) notes
      or other obligations of indebtedness relating to the Mortgaged Property
      and owing to Mortgagor from whatever source arising, in each case now
      owned or hereafter acquired by Mortgagor; all "inventory" as defined in
      the Uniform Commercial Code, whether now or hereafter existing or
      acquired, and which arises out of or is used in connection with, directly
      or indirectly, the ownership and operation of the Mortgaged Property, all
      Documents representing the same and all proceeds and products of the same
      (including, without limitation, all goods, merchandise, raw materials,
      work in process and other personal property, wherever located, now or
      hereafter owned or held by Mortgagor for manufacture, processing, the
      providing of services or sale, use or consumption in the operation of the
      Mortgaged Property (including, without limitation, fuel, supplies and
      similar items and all substances commingled therewith or added thereto)
      and rights and claims of Mortgagor against anyone who may store or acquire
      the same for the account of Mortgagor, or from whom Mortgagor may purchase
      the same); and

            (K) all proceeds (as defined in the Uniform Commercial Code) which,
      in any event, shall include, without limitation, all proceeds, products,
      offspring, rents, profits or receipts, in whatever form, arising from the
      Mortgaged Property (including, without limitation, (i) cash, instruments
      and other property received, receivable or otherwise distributed in
      respect of or in exchange for any or all of the Mortgaged Property, (ii)
      the collection, sale, lease, sublease, concession, exchange, assignment,
      licensing or other disposition of, or realization upon, any item or
      portion of the Mortgaged Property (including, without limitation, all
      claims of Mortgagor against third parties for loss of, damage to,
      destruction of, or for proceeds payable under, or unearned premiums with
      respect to, policies of insurance in respect of, any the Mortgaged
      Property now existing or hereafter arising), (iii) any and all proceeds of
      any insurance, indemnity, warranty or


                                                                               5



      guaranty payable to Mortgagor from time to time with respect to any of the
      Mortgaged Property, (iv) any and all payments (in any form whatsoever)
      made or due and payable to Mortgagor from time to time in connection with
      the requisition, confiscation, condemnation, seizure or forfeiture of all
      or any part of the Mortgaged Property by any governmental authority (or
      any person acting under color of Governmental Authority) and (v) any and
      all other amounts from time to time paid or payable under or in connection
      with any of the Mortgaged Property), both cash and noncash, of the
      foregoing;

            (All of the foregoing property and rights and interests now owned or
      held or subsequently acquired by Mortgagor and described in the foregoing
      clauses (A) through (E) are collectively referred to as the "Premises",
      and those described in the foregoing clauses (A) through (K) are
      collectively referred to as the "Mortgaged Property").

            TO HAVE AND TO HOLD the above granted and described Mortgaged
Property unto and to the use and benefit of Mortgagee and its successors and
assigns, forever.

            This conveyance is intended to operate and is to be construed as a
deed passing the title to the Mortgaged Property to Mortgagee and is made under
those provisions of the existing laws of the State of Georgia relating to deeds
to secure debt (including, e.g. O.C.G.A. ss. 441460), and not as a mortgage. All
references to a "lien" on the Mortgaged Property shall be deemed to refer to the
granting of a security title by Mortgagor to Mortgagee subject to reconveyance.

                              Terms and Conditions

            Mortgagor further represents, warrants, covenants and agrees with
Mortgagee as follows:

            1. Warranty of Title. Mortgagor warrants the good title to the
Premises, subject only to the matters that are set forth in Schedule B of any
title insurance policy or policies being issued to Mortgagee to insure the lien
and security title of this Mortgage and Permitted Liens and any other matter
that does not materially interfere with use of the Real Estate as currently used
(the "Permitted Exceptions") and that Mortgagor has the full power, authority
and right to execute, deliver and perform its obligations under this Mortgage
and to encumber, mortgage, transfer, give, grant, bargain, sell, alienate,
enfeoff, convey, confirm, warrant, pledge, assign and hypothecate the same and
that this Mortgage is and will remain a valid and enforceable first lien on and
security title to the Mortgaged Property, subject only to the Permitted
Exceptions. Mortgagor shall, until the satisfaction or release of this Mortgage,
warrant, defend and preserve such title and the validity and priority of the
lien of this Mortgage and shall, until the satisfaction or release of this
Mortgage, warrant and defend the same to Mortgagee against the claims of all
persons whomsoever.

            2. Payment of Indebtedness. Mortgagor shall pay or cause to be paid
the Indebtedness at the times and places and in the manner specified in any
Note, the Credit Agreement, Guarantee and Collateral Agreement and any other
agreement providing for Secured Obligations and shall perform all the
Obligations in a timely manner.


                                                                               6



            3. Requirements. (a) Mortgagor shall promptly comply with, or cause
to be complied with, and conform to (i) all present and future laws, statutes,
codes, ordinances, orders, judgments, decrees, rules, regulations and
requirements, and irrespective of the nature of the work to be done, with
respect to the Mortgaged Property of each Governmental Authority which has
jurisdiction over the Mortgaged Property and (ii) all covenants, restrictions
and conditions now or later of record which may be applicable to any of the
Mortgaged Property, or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or reconstruction of any of the
Mortgaged Property, except (in each such case) to the extent that failure to
comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect. All present and future laws, statutes, codes,
ordinances, orders, judgments, decrees, rules, regulations and requirements of
every Governmental Authority applicable to Mortgagor in connection with the
Mortgaged Property or to any of the Mortgaged Property and all covenants,
restrictions, and conditions which now or later may be applicable to any of the
Premises are collectively referred to as the "Legal Requirements".

            (b) Notwithstanding the provisions of paragraph (a) of this Section,
Mortgagor shall have the right to contest or object in good faith to the
validity or application of any Legal Requirement by appropriate legal
proceedings diligently conducted in good faith, but such right shall not be
deemed or construed in any way as relieving, modifying, or extending Mortgagor's
covenant to comply with any such Legal Requirement unless (i) Mortgagor has
given prior written notice to Mortgagee of Mortgagor's intent so to contest or
object to such Legal Requirement, (ii) Mortgagor shall demonstrate to
Mortgagee's reasonable satisfaction that any delay in compliance with such Legal
Requirement shall not entail a risk of forfeiture of any of the Mortgaged
Property or subject Mortgagor or Mortgagee to any criminal liability, (iii) by
the terms of such Legal Requirement, compliance therewith pending prosecution of
any such legal proceeding may legally be delayed without incurring any lien,
charge or liability of any kind against the Mortgaged property (other than for
Permitted Exceptions), or any part thereof, unless Mortgagor shall furnish a
good and sufficient bond or surety as required by and reasonably satisfactory to
Mortgagee and (iv) all Permits remain in effect.

            4. Payment of Taxes and Other Impositions. Promptly when due,
Mortgagor shall pay and discharge (or cause to be paid and discharged) all
material tax liabilities (the "Impositions"), before the same shall become
delinquent or in default in accordance with Section 5.04 of the Credit Agreement

            5. Insurance. (a) Mortgagor shall maintain or cause to be maintained
on all of the Premises proper insurance in accordance with Section 5.10 of the
Credit Agreement.

            (b) Each insurance policy (other than flood insurance) shall (x)
provide that the insurer affording such coverage shall mail 30 days' written
notice to the Agent in the event of cancellation of such coverage, and (y) with
respect to all property insurance, provide for deductibles in an amount
reasonably satisfactory to Mortgagee and contain a "Replacement Cost
Endorsement" without any deduction made for depreciation and with no
co-insurance penalty (or attaching an agreed amount endorsement satisfactory to
Mortgagee), with loss payable solely to Mortgagee (modified, if necessary, to
provide that proceeds in the amount of replacement cost may be retained by
Mortgagee without the obligation to rebuild) as its interest may appear, without
contribution, under a "standard" or "New York" mortgagee clause acceptable to


                                                                               7



Mortgagee. Liability insurance policies shall name Mortgagee as an additional
insured and contain a waiver of subrogation against Mortgagee. Each policy shall
expressly provide that any proceeds which are payable to Mortgagee shall be paid
by check payable to the order of Mortgagee and Mortgagor and requiring the
endorsement of Mortgagee and Mortgagor.

            (c) Mortgagor shall deliver to Mortgagee a certificate of such
insurance on the appropriate Acord Form(s) reasonably acceptable to Mortgagee.
Mortgagor shall (i) pay as they become due all premiums for such insurance and
(ii) concurrently with the expiration of each policy to be furnished pursuant to
the provisions of this Section 5, deliver a certificate of insurance in
substantially the same form as described in the first sentence of this Section
5(c).

            (d) Mortgagor promptly shall comply with and conform to (i) all
provisions of each such insurance policy, and (ii) all requirements of the
insurers applicable to Mortgagor or to any of the Mortgaged Property or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property. Mortgagor shall not use or permit the
use of the Mortgaged Property in any manner which would permit any insurer to
cancel any insurance policy or void coverage required to be maintained by this
Mortgage.

            (e) If the Mortgaged Property, or any material part thereof, shall
be destroyed or damaged, Mortgagor shall give prompt notice thereof to
Mortgagee. If an Event of Default shall have occurred and be continuing, and the
Mortgagee delivers notice to the Mortgagor that it is exercising its rights
under this Section 5(e), then all insurance proceeds shall be paid to Mortgagee
to be held by Mortgagee as collateral to secure the payment and performance of
the Indebtedness and the Obligations. At all other times, Mortgagor shall have
the right to adjust such loss, and the insurance proceeds relating to such loss
shall be paid over to Mortgagor and Mortgagor shall, promptly after any such
damage, repair such damage to the extent required under the Credit Agreement,
regardless of whether any insurance proceeds have been received or whether such
proceeds, if received, are sufficient to pay for the costs of repair; provided
that, any such insurance proceeds (net of fees and expenses incurred in
connection with the applicable casualty event or the recovery of such insurance
proceeds, taxes paid or estimated in good faith to be payable as a result
thereof and amounts required to be applied to the repayment of principal,
premium, prepayment fees, penalties, if any and interest on Indebtedness
required to be paid as a result thereof) that are not so applied shall be deemed
to be, and shall be treated as, Net Proceeds from an Asset Sale pursuant to and
in accordance with the terms of Sections 2.20(a), (b) and (c) of the Credit
Agreement (and shall be subject to such provisions (I) whether or not such net
insurance proceeds derive from property or assets used in or related to
businesses contemplated to be excluded from such application in accordance with
the definition of "Designated Asset Sale" contained in the Credit Agreement and
(II) without regard to whether any of the enumerated exclusions contained in the
definition of "Asset Sale" contained in the Credit Agreement may be applicable).
If an Event of Default shall have occurred and be continuing, Mortgagee shall
have the right to adjust such loss and use the insurance proceeds to pay the
Indebtedness or repair the Mortgaged Property in its sole and absolute
discretion.

            (f) In the event of foreclosure of this Mortgage or other transfer
of title to the Mortgaged Property, all right, title and interest of Mortgagor
to the benefit of insurance under any insurance policies then in force, which
are applicable to loss involving the Mortgaged Property, shall pass to the
purchaser or grantee.


                                                                               8



            (g) Mortgagor may maintain insurance required under this Mortgage by
means of one or more blanket insurance policies maintained by Mortgagor;
provided, however, that (A) any such policy shall specify, or Mortgagor shall
furnish to Mortgagee a written statement from the insurer so specifying, the
maximum amount of the total insurance afforded by such blanket policy that is
applicable to the Premises and the other Mortgaged Property and any sublimits in
such blanket policy applicable to the Premises and the other Mortgaged Property
and (B) the protection afforded under any such blanket policy shall be no less
than that which would have been afforded under a separate policy or policies
relating only to the Mortgaged Property.

            6. Restrictions on Liens and Encumbrances. Except for the lien and
security title of this Mortgage and the Permitted Exceptions, and except as
permitted under the Credit Agreement, Mortgagor shall not further mortgage, nor
otherwise encumber the Mortgaged Property nor create or suffer to exist any
lien, charge or encumbrance on the Mortgaged Property, or any part thereof,
whether superior or subordinate to the lien of this Mortgage and whether
recourse or non-recourse.

            7. Due on Sale and Other Transfer Restrictions. Except as permitted
under the Credit Agreement or Section 10 hereof, Mortgagor shall not sell,
transfer, convey or assign all or any portion of, or any interest in, the
Mortgaged Property.

            8. Maintenance. Mortgagor shall maintain or cause to be maintained
all the Improvements in accordance with the provisions of Section 5.05 of the
Credit Agreement.

            9. Condemnation/Eminent Domain. Promptly upon obtaining actual
knowledge of the institution of any proceedings for the condemnation of the
Mortgaged Property, or any portion thereof, Mortgagor shall notify Mortgagee of
the pendency of such proceedings. If an Event of Default occurs and is
continuing, Mortgagee is hereby authorized and empowered by Mortgagor to settle
or compromise any claim in connection with such condemnation and to receive all
awards and proceeds thereof to be held by Mortgagee as collateral to secure the
payment and performance of the Indebtedness and the Obligations. Notwithstanding
the preceding sentence, provided no Event of Default shall have occurred and be
continuing, but subject to the terms and provisions of the Credit Agreement,
Mortgagor shall, at its expense, diligently prosecute any proceeding relating to
such condemnation, settle or compromise any claims in connection therewith in a
manner consistent with its reasonable business judgment and receive any awards
or proceeds thereof.

            10. Leases. Except as permitted under the Credit Agreement,
Mortgagor shall not (i) execute an assignment or pledge of any Lease relating to
all or any portion of the Mortgaged Property other than in favor of Mortgagee,
or (ii) execute or permit to exist any Lease of any of the Mortgaged Property.

            11. Further Assurances. To further assure Mortgagee's rights under
this Mortgage, Mortgagor agrees upon demand of Mortgagee to do any act or
execute any additional documents (including, but not limited to, security
agreements on any personalty included or to be included in the Mortgaged
Property, a separate assignment of each Lease in recordable form and any Uniform
Commercial Code financing statements) as may be reasonably required by


                                                                               9



Mortgagee to confirm the lien and security title of this Mortgage and all other
rights or benefits conferred on Mortgagee.

            12. Mortgagee's Right to Perform. If Mortgagor fails to perform any
of the covenants or agreements of Mortgagor (other than with respect to the
failure to maintain insurance as required hereunder, in which case Mortgagee can
immediately perform), and such failure constitutes an Event of Default, without
waiving or releasing Mortgagor from any obligation or default under this
Mortgage, Mortgagee may, at any time (but shall be under no obligation to) pay
or perform the same, and the amount or cost thereof, with interest at the rate
provided for in the Credit Agreement, shall immediately, upon notice to
Mortgagor, be due from Mortgagor to Mortgagee and the same shall be secured by
this Mortgage and shall be a lien on the Mortgaged Property prior to any right,
title to, interest in or claim upon the Mortgaged Property attaching subsequent
to the lien and security title of this Mortgage. No payment or advance of money
by Mortgagee under this Section 12 shall be deemed or construed to cure
Mortgagor's default or waive any right or remedy of Mortgagee.

            13. Hazardous Material. Mortgagee shall have the right at any time
to conduct an environmental audit of the Premises, if it reasonably believes
there has been a violation of applicable Environmental Laws in connection with
such Premises, and Mortgagor shall cooperate in the conduct of such
environmental audit. Mortgagor shall comply with all provisions of the Credit
Agreement regarding Hazardous Materials and Environmental Laws.

            14. Events of Default. The occurrence of an Event of Default under
the Credit Agreement shall constitute an Event of Default hereunder.

            15. Remedies. (a) Upon the occurrence and during the continuation of
any Event of Default, in addition to any other rights and remedies Mortgagee may
have pursuant to the Loan Documents, or as provided by law, and without
limitation, Mortgagee may immediately take such action, without notice or
demand, as it deems advisable to protect and enforce its rights against
Mortgagor and in and to the Mortgaged Property, including, but not limited to,
the following actions, each of which may be pursued concurrently or otherwise,
at such time and in such manner as Mortgagee may determine, in its sole
discretion, without impairing or otherwise affecting the other rights and
remedies of Mortgagee:

            (i) Mortgagee may, to the extent permitted by applicable law, (A)
      take immediate possession of all of the Mortgaged Property and take such
      action as Mortgagee, in its sole judgment, deems necessary to protect and
      preserve the Mortgaged Property, (B) institute, maintain and foreclose
      against all or any part of the Mortgaged Property and cause the Mortgaged
      Property to be sold in total or in parts, (C) purchase the Mortgaged
      Property at foreclosure sale, (D) institute and maintain an action on the
      Indebtedness, (E) sell all or part of the Mortgaged Property (Mortgagor
      expressly granting to Mortgagee the power of sale), or (F) take such other
      action at law or in equity for the enforcement of this Mortgage or any of
      the Loan Documents as the law may allow. Mortgagee may proceed in any such
      action to final judgment and execution thereon for all sums due hereunder,
      together with interest thereon at the rate provided for in the Credit
      Agreement and all costs of suit, including, without limitation, reasonable
      attorneys' fees actually incurred and disbursements. Interest at the rate
      provided for in the Credit Agreement shall be due


                                                                              10



      on any judgment obtained by Mortgagee from the date of judgment until
      actual payment is made of the full amount of the judgment.

            (ii) Mortgagee may personally, or by its agents, attorneys and
      employees and without regard to the adequacy or inadequacy of the
      Mortgaged Property or any other collateral as security for the
      Indebtedness and Obligations enter into and upon the Mortgaged Property
      and each and every part thereof and exclude Mortgagor and its agents and
      employees therefrom without liability for trespass, damage or otherwise
      (Mortgagor hereby agreeing to surrender possession of the Mortgaged
      Property to Mortgagee upon demand at any such time) and use, operate,
      manage, maintain and control the Mortgaged Property and every part
      thereof. Following such entry and taking of possession, Mortgagee shall be
      entitled, without limitation, (x) to lease all or any part or parts of the
      Mortgaged Property for such periods of time and upon such conditions as
      Mortgagee may, in its discretion, deem proper, (y) to enforce, cancel or
      modify any Lease and (z) generally to execute, do and perform any other
      act, deed, matter or thing concerning the Mortgaged Property as Mortgagee
      shall deem appropriate as fully as Mortgagor might do.

            (b) In case of a foreclosure sale, the Real Estate may be sold, at
Mortgagee's election, in one parcel or in more than one parcel and Mortgagee is
specifically empowered, (without being required to do so, and in its sole and
absolute discretion) to cause successive sales of portions of the Mortgaged
Property to be held.

            16. Sale of the Properties; Application of Proceeds. Subject to the
requirements of applicable law and the Credit Agreement, the proceeds or avails
of a foreclosure sale and all moneys received by Mortgagee pursuant to any right
given or action taken under the provisions of this Mortgage, shall be applied as
follows:

            First: To the payment of the costs and expenses of any such sale or
other enforcement proceedings in accordance with the terms hereof and of any
judicial proceeding wherein the same may be made, and in addition thereto,
reasonable compensation to Mortgagee, its agents and counsel, and of all sums
due to Mortgagee under the Loan Documents and all actual out-of-pocket expenses,
advances, liabilities and sums made or furnished or incurred by Mortgagee or the
holders under this Mortgage and the Loan Documents, together with interest at
the rate provided for in the Credit Agreement (or such lesser amount as may be
the maximum amount permitted by law), and all taxes, assessments or other
charges, except any taxes, assessments or other charges subject to which the
Mortgaged Property shall have been sold;

            Second: To the payment of the Indebtedness and Obligations in
accordance with Section 2.16(b) of the Credit Agreement; and

            Third: To the payment of the surplus, if any, to whomsoever may be
lawfully entitled to receive the same.

            17. Right of Mortgagee to Credit Sale. Upon the occurrence of any
sale made under this Mortgage, whether made under the power of sale or by virtue
of judicial proceedings or of a judgment or decree of foreclosure and sale,
Mortgagee may bid for and acquire the


                                                                              11



Mortgaged Property or any part thereof. In lieu of paying cash therefor,
Mortgagee may make settlement for the purchase price by crediting upon the
Indebtedness or other sums secured by this Mortgage the net sales price after
deducting therefrom the expenses of sale and the cost of the action and any
other sums which Mortgagee is authorized to deduct under this Mortgage. In such
event, this Mortgage, the Credit Agreement, any Note, the Guarantee and
Collateral Agreement and documents evidencing expenditures secured hereby may be
presented to the Person conducting the sale in order that the amount so used or
applied may be credited upon the Indebtedness as having been paid.

            18. Appointment of Receiver. If an Event of Default shall have
occurred and be continuing, Mortgagee as a matter of right and without notice to
Mortgagor, unless otherwise required by applicable law, and without regard to
the adequacy or inadequacy of the Mortgaged Property or any other collateral as
security for the Indebtedness and Obligations or the interest of Mortgagor
therein, shall have the right to apply to any court having jurisdiction to
appoint a receiver or receivers or other manager of the Mortgaged Property, and
Mortgagor hereby irrevocably consents to such appointment and waives notice of
any application therefor (except as may be required by law). Any such receiver
or receivers shall have all the usual powers and duties of receivers in like or
similar cases and all the powers and duties of Mortgagee in case of entry as
provided in this Mortgage, including, without limitation and to the extent
permitted by law, the right to enter into leases of all or any part of the
Mortgaged Property, and shall continue as such and exercise all such powers
until the date of confirmation of sale of the Mortgaged Property unless such
receivership is sooner terminated.

            19. Extension, Release, etc. (a) Without affecting the lien or
charge of this Mortgage upon any portion of the Mortgaged Property not then or
theretofore released as security for the full amount of the Indebtedness,
Mortgagee may, from time to time and without notice, agree to (i) release any
person liable for the Indebtedness, (ii) extend the maturity or alter any of the
terms of the Indebtedness or any guaranty thereof, (iii) grant other
indulgences, (iv) release or reconvey, or cause to be released or reconveyed at
any time at Mortgagee's option any parcel, portion or all of the Mortgaged
Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto. If at any time this Mortgage shall secure less
than all of the principal amount of the Indebtedness, it is expressly agreed
that any repayments of the principal amount of the Indebtedness shall not
operate to release the lien or security title of this Mortgage until the
Indebtedness has been paid in full.

            (b) No recovery of any judgment by Mortgagee and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other
property of Mortgagor shall affect the lien or security title of this Mortgage
or any liens, rights, powers or remedies of Mortgagee hereunder, and such liens,
security title, rights, powers and remedies shall continue unimpaired.

            (c) If Mortgagee shall have the right to foreclose this Mortgage,
Mortgagor authorizes Mortgagee at its option to foreclose the lien and security
title of this Mortgage subject to the rights of any tenants of the Mortgaged
Property. The failure to make any such tenants parties defendant to any such
foreclosure proceeding and to foreclose their rights will not be


                                                                              12



asserted by Mortgagor as a defense to any proceeding instituted by Mortgagee to
collect the Indebtedness or to foreclose the lien of this Mortgage.

            (d) Unless expressly provided otherwise, in the event that ownership
of this Mortgage and title to the Mortgaged Property or any estate therein shall
become vested in the same Person, this Mortgage shall not merge in such title
but shall continue as a valid lien and security title on the Mortgaged Property
for the amount secured hereby.

            20. Security Agreement under Uniform Commercial Code. (a) It is the
intention of the parties hereto that this Mortgage shall constitute a Security
Agreement within the meaning of the Uniform Commercial Code (the "Code") of the
State of Georgia. Unless as otherwise provided for in the Credit Agreement, if
an Event of Default shall occur and be continuing, then in addition to having
any other right or remedy available at law or in equity, Mortgagee shall have
the option of either (i) proceeding under the Code and exercising such rights
and remedies as may be provided to a secured party by the Code with respect to
all or any portion of the Mortgaged Property which is personal property
(including, without limitation, taking possession of and selling such property)
or (ii) treating such property as real property and proceeding with respect to
both the real and personal property constituting the Mortgaged Property in
accordance with Mortgagee's rights, powers and remedies with respect to the real
property (in which event the default provisions of the Code shall not apply). If
Mortgagee shall elect to proceed under the Code, then ten days' notice of sale
of the personal property shall be deemed reasonable notice and the reasonable
expenses of retaking, holding, preparing for sale, selling and the like incurred
by Mortgagee shall include, but not be limited to, attorneys' fees actually
incurred and legal expenses. At Mortgagee's request, Mortgagor shall assemble
the personal property and make it available to Mortgagee at a place designated
by Mortgagee which is reasonably convenient to both parties.

            (b) Intentionally Deleted.

            (c) Mortgagor, upon request by Mortgagee from time to time, shall
execute, acknowledge and deliver to Mortgagee one or more separate security
agreements, in form reasonably satisfactory to Mortgagee, covering all or any
part of the Mortgaged Property and will further execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, any financing
statement, affidavit, continuation statement or certificate or other document as
Mortgagee may reasonably request in order to perfect, preserve, maintain,
continue or extend the security interest under and the priority of this Mortgage
and such security instrument. Mortgagor further agrees to pay to Mortgagee on
demand all costs and expenses incurred by Mortgagee in connection with the
preparation, execution, recording, filing and re-filing of any such document and
all reasonable costs and expenses of any record searches for financing
statements Mortgagee shall reasonably require. If Mortgagor shall fail to
furnish any financing or continuation statement within 10 days after request by
Mortgagee, then pursuant to the provisions of the Code, Mortgagor hereby
authorizes Mortgagee, without the signature of Mortgagor, to execute and file
any such financing and continuation statements. The filing of any financing or
continuation statements in the records relating to personal property or chattels
shall not be construed as in any way impairing the right of Mortgagee to proceed
against any personal property encumbered by this Mortgage as real property, as
set forth above.


                                                                              13



            21. Assignment of Rents and Leases. (a) In furtherance of and in
addition to the assignment made by Mortgagor herein, Mortgagor hereby absolutely
and unconditionally assigns, sells, transfers and conveys to Mortgagee all of
its right, title and interest in and to all Leases, whether now existing or
hereafter entered into, and all of its right, title and interest in and to all
Rents. This assignment is an absolute assignment and not an assignment for
additional security only. So long as no Event of Default shall have occurred and
be continuing, Mortgagor shall have a revocable license from Mortgagee to
exercise all rights extended to the landlord under the Leases, including the
right to receive and collect all Rents and to hold the Rents in trust for use in
the payment and performance of the Obligations and to otherwise use the same.
The foregoing license is granted subject to the conditional limitation that no
Event of Default shall have occurred and be continuing. Upon the occurrence and
during the continuance of an Event of Default, whether or not legal proceedings
have commenced, and without regard to waste, adequacy of security for the
Obligations or solvency of Mortgagor, the license herein granted shall
automatically expire and terminate, without notice by Mortgagee (any such notice
being hereby expressly waived by Mortgagor).

            (b) Mortgagor acknowledges that Mortgagee has taken all reasonable
actions necessary to obtain, and that upon recordation of this Mortgage,
Mortgagee shall have, to the extent permitted under applicable law, a valid and
fully perfected, first priority, present assignment of the Rents arising out of
the Leases and all security for such Leases subject to the Permitted Liens and
in the case of security deposits, rights of depositors and requirements of law.
Mortgagor acknowledges and agrees that upon recordation of this Mortgage,
Mortgagee's interest in the Rents shall be deemed to be fully perfected,
"choate" and enforced as to Mortgagor and all third parties, including, without
limitation, any subsequently appointed trustee in any case under Title 11 of the
United States Code (the "Bankruptcy Code"), without the necessity of commencing
a foreclosure action with respect to this Mortgage, making formal demand for the
Rents, obtaining the appointment of a receiver or taking any other affirmative
action.

            (c) Without limitation of the absolute nature of the assignment of
the Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall
constitute a "security agreement" for purposes of Section 552(b) of the
Bankruptcy Code, (b) the security interest created by this Mortgage extends to
property of Mortgagor acquired before the commencement of a case in bankruptcy
and to all amounts paid as Rents, and (c) such security interest shall extend to
all Rents acquired by the estate after the commencement of any case in
bankruptcy.

            22. Trust Funds. All lease security deposits of the Real Estate
shall be treated as trust funds not to be commingled with any other funds of
Mortgagor. Within 10 days after request by Mortgagee, Mortgagor shall furnish
Mortgagee satisfactory evidence of compliance with this Section 22, together
with a statement of all lease security deposits by lessees and copies of all
Leases not previously delivered to Mortgagee, which statement shall be certified
by Mortgagor.

            23. Additional Rights. The holder of any subordinate lien on the
Mortgaged Property shall have no right to terminate any Lease whether or not
such Lease is subordinate to this Mortgage nor shall any holder of any
subordinate lien join any tenant under any Lease in any action to foreclose the
lien or modify, interfere with, disturb or terminate the rights of any tenant


                                                                              14



under any Lease. By recordation of this Mortgage all subordinate lienholders are
subject to and notified of this provision, and any action taken by any such
lienholder contrary to this provision shall be null and void. Unless as
otherwise provided for in the Credit Agreement, upon the occurrence, and during
the continuation, of any Event of Default, Mortgagee may, in its sole discretion
and without regard to the adequacy of its security under this Mortgage, apply
all or any part of any amounts on deposit with Mortgagee under this Mortgage
against all or any part of the Indebtedness. Any such application shall not be
construed to cure or waive any Default or Event of Default or invalidate any act
taken by Mortgagee on account of such Default or Event of Default.

            24. Notices. All notices, requests, demands and other communications
hereunder shall be given in accordance with the provisions of Section 9.01 of
the Credit Agreement to Mortgagor in care of Borrower and to Mortgagee as
specified therein.

            25. No Oral Modification. This Mortgage may not be amended,
supplemented or otherwise modified except in accordance with the provisions of
Section 9.02 of the Credit Agreement. To the extent permitted by Applicable Law,
any agreement made by Mortgagor and Mortgagee after the date of this Mortgage
relating to this Mortgage shall be superior to the rights of the holder of any
intervening or subordinate lien or encumbrance.

            26. Partial Invalidity. In the event any one or more of the
provisions contained in this Mortgage shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but each shall be
construed as if such invalid, illegal or unenforceable provision had never been
included. Notwithstanding to the contrary anything contained in this Mortgage or
in any provisions of the Indebtedness or Loan Documents, the obligations of
Mortgagor and of any other obligor under the Indebtedness or Loan Documents
shall be subject to the limitation that Mortgagee shall not charge, take or
receive, nor shall Mortgagor or any other obligor be obligated to pay to
Mortgagee, any amounts constituting interest in excess of the maximum rate
permitted by law to be charged by Mortgagee.

            27. Mortgagor's Waiver of Rights. To the fullest extent permitted by
law, Mortgagor waives the benefit of all laws now existing or that may
subsequently be enacted providing for (i) any appraisement before sale of any
portion of the Mortgaged Property, (ii) any extension of the time for the
enforcement of the collection of the Indebtedness or the creation or extension
of a period of redemption from any sale made in collecting such debt and (iii)
exemption of the Mortgaged Property from attachment, levy or sale under
execution or exemption from civil process. To the full extent Mortgagor may do
so, Mortgagor agrees that Mortgagor will not at any time insist upon, plead,
claim or take the benefit or advantage of any law now or hereafter in force
providing for any appraisement, valuation, stay, exemption, extension or
redemption, or requiring foreclosure of this Mortgage before exercising any
other remedy granted hereunder and Mortgagor, for Mortgagor and its successors
and assigns, and for any and all Persons ever claiming any interest in the
Mortgaged Property, to the extent permitted by law, hereby waives and releases
all rights of redemption, valuation, appraisement, stay of execution, notice of
election to mature or declare due the whole of the secured indebtedness and
marshalling in the event of foreclosure of the liens hereby created.


                                                                              15



            28. Remedies Not Exclusive. Mortgagee shall be entitled to enforce
payment of the Indebtedness and performance of the Obligations and to exercise
all rights and powers under this Mortgage or under any of the other Loan
Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Indebtedness and Obligations may now or
hereafter be otherwise secured, whether by mortgage, security agreement, pledge,
lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its
enforcement, shall prejudice or in any manner affect Mortgagee's right to
realize upon or enforce any other security now or hereafter held by Mortgagee,
it being agreed that Mortgagee shall be entitled to enforce this Mortgage and
any other security now or hereafter held by Mortgagee in such order and manner
as Mortgagee may determine in its absolute discretion. No remedy herein
conferred upon or reserved to Mortgagee is intended to be exclusive of any other
remedy herein or by law provided or permitted, but each shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. Every power or remedy given by any
of the Loan Documents to Mortgagee or to which it may otherwise be entitled, may
be exercised, concurrently or independently, from time to time and as often as
may be deemed expedient by Mortgagee. In no event shall Mortgagee, in the
exercise of the remedies provided in this Mortgage (including, without
limitation, in connection with the assignment of Rents to Mortgagee, or the
appointment of a receiver and the entry of such receiver on to all or any part
of the Mortgaged Property), be deemed a "mortgagee in possession," and Mortgagee
shall not in any way be made liable for any act, either of commission or
omission, in connection with the exercise of such remedies.

            29. Multiple Security. If (a) the Premises shall consist of one or
more parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Mortgage, Mortgagee shall now or hereafter
hold one or more additional mortgages, liens, deeds of trust or other security
(directly or indirectly) for the Indebtedness upon other property in the State
in which the Premises are located (whether or not such property is owned by
Mortgagor or by others) or (c) both the circumstances described in clauses (a)
and (b) shall be true, then to the fullest extent permitted by law, Mortgagee
may, at its election, commence or consolidate in a single foreclosure action all
foreclosure proceedings against all such collateral securing the Indebtedness
(including the Mortgaged Property), which action may be brought or consolidated
in the courts of any county in which any of such collateral is located.
Mortgagor acknowledges that the right to maintain a consolidated foreclosure
action is a specific inducement to Mortgagee to extend the Indebtedness, and
Mortgagor expressly and irrevocably waives any objections to the commencement or
consolidation of the foreclosure proceedings in a single action and any
objections to the laying of venue or based on the grounds of forum non
conveniens which it may now or hereafter have. Mortgagor further agrees that if
Mortgagee shall be prosecuting one or more foreclosure or other proceedings
against a portion of the Mortgaged Property or against any collateral other than
the Mortgaged Property, which collateral directly or indirectly secures the
Indebtedness, or if Mortgagee shall have obtained a judgment of foreclosure and
sale or similar judgment against such collateral, then, whether or not such
proceedings are being maintained or judgments were obtained in or outside the
State in which the Premises are located, Mortgagee may commence or continue
foreclosure proceedings and exercise its other remedies granted in this Mortgage
against all or any part of the Mortgaged Property and Mortgagor waives any
objections to the commencement or continuation of a foreclosure of this Mortgage
or exercise of any other remedies hereunder based on such other proceedings or
judgments, and waives any right to seek to dismiss, stay, remove, transfer or
consolidate either any action under this


                                                                              16



Mortgage or such other proceedings on such basis. Neither the commencement nor
continuation of proceedings to foreclose this Mortgage nor the exercise of any
other rights hereunder nor the recovery of any judgment by Mortgagee in any such
proceedings shall prejudice, limit or preclude Mortgagee's right to commence or
continue one or more foreclosure or other proceedings or obtain a judgment
against any other collateral (either in or outside the State in which the
Premises are located) which directly or indirectly secures the Indebtedness, and
Mortgagor expressly waives any objections to the commencement of, continuation
of, or entry of a judgment in such other proceedings or exercise of any remedies
in such proceedings based upon any action or judgment connected to this
Mortgage, and Mortgagor also waives any right to seek to dismiss, stay, remove,
transfer or consolidate either such other proceedings or any action under this
Mortgage on such basis. It is expressly understood and agreed that to the
fullest extent permitted by law, Mortgagee may, at its election, cause the sale
of all collateral which is the subject of a single foreclosure action at either
a single sale or at multiple sales conducted simultaneously and take such other
measures as are appropriate in order to effect the agreement of the parties to
dispose of and administer all collateral securing the Indebtedness (directly or
indirectly) in the most economical and least time-consuming manner.

            30. Successors and Assigns. All covenants of Mortgagor contained in
this Mortgage are imposed solely and exclusively for the benefit of Mortgagee
and its successors and assigns, and no other person or entity shall have
standing to require compliance with such covenants or be deemed, under any
circumstances, to be a beneficiary of such covenants, any or all of which may be
freely waived in whole or in part by Mortgagee at any time if in its sole
discretion it deems such waiver advisable. All such covenants of Mortgagor shall
run with the land and bind Mortgagor, the successors and assigns of Mortgagor
(and each of them) and all subsequent owners, encumbrancers and tenants of the
Mortgaged Property, and shall inure to the benefit of Mortgagee, its successors
and assigns. The word "Mortgagor" shall be construed as if it read "Mortgagors"
whenever the sense of this Mortgage so requires and if there shall be more than
one Mortgagor, the obligations of Mortgagors shall be joint and several.

            31. No Waivers, etc. Any failure by Mortgagee to insist upon the
strict performance by Mortgagor of any of the terms and provisions of this
Mortgage shall not be deemed to be a waiver of any of the terms and provisions
hereof, and Mortgagee, notwithstanding any such failure, shall have the right
thereafter to insist upon the strict performance by Mortgagor of any and all of
the terms and provisions of this Mortgage to be performed by Mortgagor.
Mortgagee may release, regardless of consideration and without the necessity for
any notice to or consent by the holder of any subordinate lien on the Mortgaged
Property, any part of the security held for the obligations secured by this
Mortgage without, as to the remainder of the security, in anywise impairing or
affecting the lien of this Mortgage or the priority of such lien over any
subordinate lien.

            32. Governing Law, etc. This Mortgage shall be governed by and
construed in accordance with the laws of Georgia, except that Mortgagor
expressly acknowledges that by its terms the Credit Agreement and any Note shall
be governed and construed in accordance with the laws of the State of New York,
without regard to principles of conflict of law, and for purposes of
consistency, Mortgagor agrees that in any in personam proceeding related to this
Mortgage the rights of the parties to this Mortgage shall also be governed by
and construed in


                                                                              17



accordance with the laws of the State of New York governing contracts made and
to be performed in that State, without regard to principles of conflict of law.

            33. Certain Definitions. Unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, words used in
this Mortgage shall be used interchangeably in singular or plural form and the
word "Mortgagor" shall mean "each Mortgagor or any subsequent owner or owners of
the Mortgaged Property or any part thereof or interest therein," the word
"Mortgagee" shall mean "Mortgagee or any successor agent for the Lenders," the
word "person" shall include any individual, corporation, partnership, trust,
unincorporated association, government, governmental authority, or other entity,
and the words "Mortgaged Property" shall include any portion of the Mortgaged
Property or interest therein. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and vice
versa. The captions in this Mortgage are for convenience or reference only and
in no way limit or amplify the provisions hereof.

            34. Maximum Secured Amount. With respect to this Mortgage on
properties located in Georgia, the maximum amount secured hereby is $13,860,000.
The aggregate maximum Indebtedness under the Credit Agreement is $2,150,000,000.

            35. Local Law Provisions.

            (a) Principles of Construction. In the event of any inconsistencies
between the terms and conditions of this Article 35 and the terms and conditions
of this Mortgage, the terms and conditions of this Article 35 shall control and
be binding.

            (b) Remedies Available. If there shall occur an Event of Default,
then the entire Indebtedness shall, at the option of Lenders, immediately become
due and payable without any presentment, demand, protest, notice of nonpayment
or nonperformance, notice of protest, notice of intent to accelerate, notice of
acceleration or any other notice or action of any kind whatever (each of which
is hereby expressly waived by Mortgagor), time being of the essence, and Lenders
may, at its option and by or through a trustee, nominee, assignee or otherwise,
to the fullest extent permitted by law, exercise any or all of the following
rights, remedies and recourses, either successively or concurrently:

                  (i)   Entry on the Property. Either in person or by agent,
with or without bringing any action or proceeding, or by a receiver appointed by
a court and without regard to the adequacy of its security, enter upon and take
possession of the Property, or any part thereof, without force or with such
force as is permitted by law, without notice or process or with such notice or
process as is required by law unless such notice and process is waivable, in
which case Mortgagor hereby waives such notice and process, and without
liability for trespass, damages or otherwise, and do any and all acts, perform
any and all work and take possession of any and all books, records and accounts
which may be desirable or necessary in Lenders' judgment to complete any
unfinished construction on the Real Estate, to preserve the value, marketability
or rentability of the Property, to increase the income therefrom, to manage and
operate the Property or to protect the security hereof and all sums expended by
Lenders therefor, together with interest thereon at the Default Rate, shall be
immediately due and payable to


                                                                              18



Lenders by Mortgagor on demand and shall be secured hereby and by all of the
other Loan Documents securing all or any part of the indebtedness evidenced by
the Note.

                  (ii)  Collect Rents. With or without taking possession of the
Property, sue for or otherwise collect the Rents, including those past due and
unpaid.

                  (iii) Appointment of Receiver. Upon, or at any time prior or
after, initiating the exercise of any power of sale, instituting any judicial
foreclosure or instituting any other foreclosure of the liens and security
interests provided for herein or any other legal proceedings hereunder, make
application to a court of competent jurisdiction for appointment of a receiver
for all or any part of the Property, as a matter of strict right and without
notice to Mortgagor and without regard to the adequacy of the Property for the
repayment of the Indebtedness or the solvency of Mortgagor or any person or
entity liable for the payment of the Indebtedness, and Mortgagor does hereby
irrevocably consent to such appointment, waives any and all notices of and
defenses to such appointment and agrees not to oppose any application therefor
by Lenders, but nothing herein is to be construed to deprive Lenders of any
other right, remedy or privilege Lenders may now have under the law to have a
receiver appointed, provided, however, that, the appointment of such receiver,
trustee or other appointee by virtue of any court order, statute or regulation
shall not impair or in any manner prejudice the rights of Lenders to receive
payment of the Rents pursuant to other terms and provisions hereof. Any such
receiver shall have all of the usual powers and duties of receivers in similar
cases, including, without limitation, the full power to hold, develop, rent,
lease, manage, maintain, operate and otherwise use or permit the use of the
Property upon such terms and conditions as said receiver may deem to be prudent
and reasonable under the circumstances as more fully set forth in Section 16.4
below. Such receivership shall, at the option of Lenders, continue until full
payment of all of the Indebtedness or until title to the Property shall have
passed by foreclosure sale under this Mortgage or deed in lieu of foreclosure.

                  (iv)  Sale by Lenders. Sell, and is hereby authorized and
empowered to sell, the Property or any part of the Property in accordance with
applicable law at one or more public sale or sales at the door of the courthouse
in the county where the Real Estate is located, to the highest bidder for cash,
in order to pay the Indebtedness and all expenses of sale and of all proceedings
in connection therewith, including reasonable attorney's fees actually occurred
at usual hourly rates (as opposed to any statutorily prescribed method for
determining legal fees), in bar of the right and equity of redemption,
homestead, dower, and all other rights and exemptions of every kind, if any
(including, without limitation, all rights under any appraisement, valuation,
stay or extension laws and all rights to have the Property marshalled upon
foreclosure), which may now on hereafter exist, all of which are hereby
expressly waived by Mortgagor, after first advertising the time, place and terms
of sale once a week for four (4) weeks immediately preceding such sale (but
without regard to the number of days) in a newspaper in which Sheriff's sales
are advertised in the county where the Real Estate is located, all other notice
being hereby waived by Mortgagor. At such public sale, Lenders may execute and
deliver to the purchaser a conveyance of the Property or any part of the
Property, in fee simple, and with full warranties of title, and to this end
Mortgagor hereby constitutes and appoints Lenders the agent and attorney-in-fact
of Mortgagor to make such sale and conveyance, and thereby to divest Mortgagor
of all right, title and equity that Mortgagor may have in and to the Property
and to vest the same in the purchaser or purchasers at such sale or sales, and
all the acts and doings of said agent and


                                                                              19



attorney-in-fact are hereby ratified and confirmed, and any recitals in said
conveyance or conveyances as to facts essential to a valid sale shall be binding
upon Mortgagor. The aforesaid power of sale and agency hereby granted are
coupled with an interest and are irrevocable by death or otherwise, are granted
as cumulative of the other remedies provided hereby or by law for the collection
of the Indebtedness, and shall not be exhausted by one exercise thereof but may
be exercised until full payment of all of the Indebtedness. In the event of any
sale under this Mortgage by virtue of the exercise of the powers herein granted,
or pursuant to any order in any judicial proceeding or otherwise, the Property
may be sold as an entirety or in separate parcels and in such manner or order as
Lenders in its discretion may elect, and, if Lenders so elects, Lenders may sell
the personal property covered by this Mortgage concurrently with the real
property covered hereby or at one or more separate sales in any manner permitted
by any applicable Uniform Commercial Code, and one or more exercises of the
powers herein granted shall not extinguish nor exhaust such powers, until the
entire Property is sold or the Indebtedness is paid in full. If the Indebtedness
is now or hereafter further secured by any chattel mortgages, pledges, contracts
of guaranty, assignments of lease or other security instruments, Lenders may at
its option exhaust the remedies granted under any of said security either
concurrently or independently, and in such order as Lenders may determine in its
discretion. Upon any sale, Lenders may bid for and purchase the Property and
shall be entitled to apply all or any part of the Indebtedness as a credit to
the purchase price. In the event of any such sale by Lenders, Mortgagor shall be
deemed a tenant holding over and shall forthwith deliver possession to the
purchaser or purchasers at such sale or be summarily dispossessed according to
provisions of law applicable to tenants holding over. In case Lenders shall have
proceeded to enforce any right, power, or remedy under this Mortgage by
foreclosure, entry or otherwise or in the event advertising of the intended
exercise of the sale under power provided hereunder is commenced, and such
proceeding or advertisement shall have been withdrawn, discontinued or abandoned
for any reason, then in every such case (A) Mortgagor and Lenders shall be
restored to their former positions and rights, (B) all rights, powers and
remedies of Lenders shall continue as if no such proceeding had been taken, (C)
each and every default declared or occurring prior or subsequent to such
withdrawal, discontinuance or abandonment shall be deemed to be a continuing
default, and (D) neither this Mortgage, nor the Note, nor the Indebtedness, nor
any other Loan Document shall be or shall be deemed to have been reinstated or
otherwise affected by such withdrawal, discontinuance or abandonment; and
Mortgagor hereby expressly waives the benefit of any statute or rule of law now
provided, or which may hereafter be provided, which would produce a result
contrary to or in conflict with this sentence. Lenders may, at its option, sell
the Property subject to the rights of any one or more of the tenants of the
Property;

                  (v)   Other. Exercise any other right or remedy available
hereunder, under any of the other Loan Documents or at law or in equity.


                                                                              20



            This Mortgage has been duly executed under seal by Mortgagor on the
date first above written.

                                            JOHN H. HARLAND COMPANY:


Signed, sealed and delivered
in the presence of:                         By: /s/ Edward P. Taibi (SEAL)
                                            ------------------------------
                                            Name: Edward P. Taibi
                                            Its:  Assistant Secretary

/s/ Lucy Popkin
- ----------------------------------
Unofficial Witness

/s/ Joshua Babbit
- ----------------------------------
Notary Public

My Commission Expires: August 7, 2010

[NOTARIAL SEAL]


                                                                              21



                                   Schedule A

                           Description of the Premises


PARCEL 1

Tract 1:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 9, 10, 23 and 24
being in the 16th District of DeKalb County, Georgia, containing 22.399 acres
more or less, and being more particularly described as follows:

Beginning at a concrete monument at the intersection of the Western right of way
of Miller Road (100' R/W) and the North right-of-way of I-20, (300' R/W) thence
running S 87 degrees 43 minutes 01 seconds W for a distance of 1013.15 feet
along the North R/W of said I-20 highway to a point and Iron pin set, thence N
02 degrees 16 minutes 39 seconds W for a distance of 710.00 feet to a point and
iron pin set on the South R/W of a proposed street (60' R/W); thence running N
87 degrees 43 minutes 42 seconds E for a distance of 594.92 feet along the South
R/W of said proposed street to a point and iron pin set; thence continuing along
said R/W for a distance of 701.22' along the arc of a 5.82 degree curve to a
point and iron pin set, thence running N 46 degrees 56 minutes 33 seconds E for
a distance of 31.68' to a point and iron pin set at the intersection of said
proposed street R/W, with the Western R/W of a proposed street (80' R/W), thence
running along said R/W In a Southeasterly direction a distance of 314.87 feet
along the arc of a 3.89 degree curve to a point and iron pin set on the western
right of way of Miller Road; thence running South 31 degrees 36 minutes 18
seconds West along the west right of way of Miller Road a distance of 281.53
feet to a point and Iron pin set; thence running along the western right of way
of Miller Road for a distance of 619.22 feet along the arc of a 0.540 degree
curve to a concrete monument, being said POINT OF BEGINNING. The tract contains
22.399 acres, more or less, being shown on plat by Mayes, Sudderth & Etheredge,
Inc., dated May 23,1969.

Tract 2:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 24 of the 16th
District of DeKalb County, Georgia, being a strip of land lying between the
southwestern right of way line of Panola Industrial Boulevard (having a 60-foot
right of way width) and the northeastern boundary line of property now or
formerly owned by John H. Harland Company, said strip of land beginning at a
point formed by the intersection of the northwestern right of way line of Miller
Road (having a variable right of way width) and the southwestern right of way
line of Panola Industrial Boulevard and running in a northwesterly direction a
distance of 671.45 feet, more or less, along said southwestern right of way line
of Panola Industrial Boulevard to a one-half (1/2) inch rebar set.


                                                                              22



The above-described property is shown on and described according to that certain
Road Dedication Survey of Lithonia Way and Panola Industrial Boulevard by
Loo-Turley & Associates, P.C. (Richard Loo, Georgia Registered Land Surveyor No.
2129), dated March 6, 1989, which survey is incorporated herein by this
reference and made a part of this description, being recorded in Plat Book 90,
Page 32, DeKalb County Records.

PARCEL 2

Tract 1:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 9 and 24 of the
16th District of DeKalb County, Georgia, and being more particularly described
as follows:

To find the TRUE POINT OF BEGINNING, commence at a point located at the
Intersection of the northwesterly right of way line of Miller Road (having a
100-foot right of way) with the northerly right of way line of Interstate
Highway No. 20 (having a 300-foot right of way); run thence South 89 degrees 59
minutes 18 seconds West, along said northerly right of way line of Interstate
Highway No. 20, a distance of 1010.75 feet to a 1/2-inch rebar found; run thence
North 04 degrees 00 minutes 07 seconds West a distance of 710.61 feet to a
1/2-inch rebar found, said 1/2-inch rebar found being the TRUE POINT OF
BEGINNING; from the true point of beginning as thus established, run North 29
degrees 38 minutes 30 seconds East, a distance of 1060.00 feet to a 1/2-inch
rebar set; run thence South 58 degrees 20 minutes 36 seconds East, a distance of
590.81 feet to a 1/2-inch rebar set on the southwesterly right of way line of a
proposed street; run thence in a southeasterly direction along said
southwesterly right of way line of proposed street and along the arc of a
1464.02-foot radius curve an arc distance of 340.89 feet to a crimp top found
(said arc being subtended on its northeasterly side by a chord bearing South 38
degrees 58 minutes 48 seconds East, and being 340.12 feet in length; run thence
South 45 degrees 13 minutes 31 seconds West, a distance of 30.82 feet to a crimp
top found; run thence in a southwesterly direction along the arc of a
984.46-foot radius curve an arc distance of 701.64 feet to a crimp top found
(said arc being subtended on Its northwesterly side by a chord bearing South 65
degrees 36 minutes 13 seconds West, a distance of 686.88 feet); run thence South
86 degrees 00 minutes 44 seconds West, a distance of 595.12 feet to a 1/2-Inch
rebar found, said 1/2-Inch rebar found being the TRUE POINT OF BEGINNING.

The above-described property contains 14.2635 acres on that certain plat of
survey prepared for the John H. Harland Company, by Travis Pruitt & Associates,
P.C., Travis N. Pruitt, Sr., Georgia Registered Land Surveyor No. 1729, dated
January 16, 1981, last revised January 28, 1981, which plat of survey is
incorporated herein and made a part hereof by this reference.


                                                                              23



Tract 2:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 9 of the 16th
District of DeKalb County, Georgia, and being more particularly described as
follows:

To find the TRUE POINT OF BEGINNING, commence at a point located at the
intersection of the northwesterly right of way line of Miller Road (having a
100-foot right of way) with the northerly right of way line of Interstate
Highway No. 20 (having a 300-foot right of way); run thence South 89 degrees 59
minutes 18 seconds West, along said northerly right of way line of Interstate
Highway No. 20, a distance of 1010.75 feet to a 1/2-inch rebar found; run thence
North 04 degrees 00 minutes 07 seconds West a distance of 140.00 feet to a
1/2-inch rebar set, run thence North 04 degrees 00 minutes 07 seconds West a
distance of 51.62 feet to a point, said point being the TRUE POINT OF BEGINNING;
from the true point of beginning as thus established, run North 79 degrees 35
minutes 45 seconds West, a distance of 516.23 feet to a point; run thence North
04 degrees 00 minutes 07 seconds West, a distance of 442.30 feet to a 1/2-inch
rebar set; run thence North 86 degrees 00 minutes 44 seconds East, a distance of
500.00 feet to a 1/2-inch rebar found; run thence South 04 degrees 00 minutes 07
seconds East a distance of 518.99 feet to a point, said point being the TRUE
POINT OF BEGINNING.

The above-described property contains 5.8133 acres on that certain plat of
survey prepared for the John H. Harland Company, by Travis Pruitt & Associates,
P.C., Travis N. Pruitt, Sr., Georgia Registered Land Surveyor No. 1729, dated
January 16, 1981, last revised January 28, 1981, which plat of survey is
incorporated herein and made a part hereof by this reference.

ALL THAT TRACT OR PARCEL OF LAND lying and being In Land Lot 24 of the 16th
District of DeKalb County, Georgia, containing 10.3190 acres as shown on plat by
R.A. Oslin, Jr., Registered Land Surveyor No. 1261, prepared for Motorola, Inc.,
and dated July 16, 1973, being more particularly described as follows:

BEGINNING at the northeast corner of Miller Road, 70-foot right-of-way, and
Panola Industrial Boulevard, 60-foot right-of-way, said corner marked by an iron
pin set and being the POINT OF BEGINNING; thence North 29 degrees 41 minutes 9
seconds East, along the easterly side of said Miller Road, for a distance of 750
feet, to an iron pin set; thence South 60 degrees 18 minutes 51 seconds East,
for a distance of 550 feet, to an iron pin set; thence South 9 degrees 44
minutes 43 seconds East, for a distance of 552.21 feet, to an iron pin set on
the northerly right-of-way of said Panola Industrial Boulevard, said point being
located on a curve to the right, having a radius of 1825.926 feet; thence in a
westerly direction along said curve an arc distance of 313.53 feet, to an iron
pin set at a point of compound curve, said curve having a radius of 930.699
feet; thence follow said curve in a westerly and northwesterly direction for an
arc distance of 290.46 feet, to an iron pin set at the point of tangency; thence
North 65 degrees 14 minutes 52 seconds West, for a distance of 181 feet, to an
aforementioned iron pin set and the POINT OF BEGINNING.


                                                                              24

EX-4.15

        DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES
                               AND FIXTURE FILING

                                       by

                              SCANTRON CORPORATION,

                                   as Trustor

               in favor of FIRST AMERICAN TITLE INSURANCE COMPANY,

                                   as Trustee

                               for the benefit of

   CREDIT SUISSE, CAYMAN ISLANDS BRANCH as administrative agent and collateral
                               agent, Beneficiary

                             DATED AS OF May 1, 2007

                       After recording, please return to:

                              Latham & Watkins LLP
                                 885 Third Ave.
                               New York, NY 10022

                               ATTN: Curtis Peele




                                                                        NEBRASKA

            This DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND
LEASES AND FIXTURE FILING, dated as of May 1, 2007 (this "Deed of Trust"), is
made by and from SCANTRON CORPORATION, a Delaware Corporation, successor by
merger to Scantron FPC, Inc., a Georgia corporation formerly known as FPC
Acquisition Corporation, a Georgia corporation ("Trustor"), whose address is c/o
Clarke American Corp., 10931 Laureate Drive, San Antonio, TX 78249, in favor of
FIRST AMERICAN TITLE INSURANCE COMPANY, with an address at 13924 Gold Circle
Omaha, NE 68144, as trustee (together with its successors and assigns, in such
capacity, "Trustee"), for the benefit of CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as administrative agent and collateral agent (in such capacities and together
with its successors, the "Agent") for the Lenders, referred to below
("Beneficiary"), whose address is Eleven Madison Avenue, New York, New York
10010. References to this Deed of Trust shall mean this instrument and any and
all renewals, modifications, amendments, supplements, extensions,
consolidations, substitutions, spreaders and replacements of this instrument.

                                   Background

            A. Clarke American Corp., as borrower, and certain other affiliates
of Trustor, as subsidiary co-borrowers, have entered into a Credit Agreement
dated as of April 4, 2007, as modified by the pre-funding Joinder Agreement and
the post-acquisition Joinder Agreement, each dated as of the date hereof (and as
may be amended, supplemented or otherwise further modified from time to time,
the "Credit Agreement"), with several banks and other financial institutions
from time to time parties thereto (the "Lenders") and Beneficiary. The terms of
the Credit Agreement are incorporated by reference in this Deed of Trust as if
the terms thereof were fully set forth herein.

            Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement. In the event of a conflict
between this Deed of Trust and the Credit Agreement, the terms and provisions of
the Credit Agreement shall control. References in this Deed of Trust to the
"Interest Rates" shall mean the interest rates provided for in Sections 2.11 and
2.12 of the Credit Agreement.

            B. Trustor is the owner of the parcel(s) of real property described
on Schedule A attached hereto and made a part hereof (such real property,
together with all of the buildings, improvements, structures and fixtures
(including, without limitation, to the extent owned by Trustor all gas and
electric fixtures, radiators, heaters, docks, engines and machinery, boilers,
ranges, elevators and motors, plumbing, heating and air conditioning fixtures,
carpeting and other floor coverings, water heaters, cleaning apparatus and other
items which are or are to be attached to such real property) now or subsequently
located thereon (the "Improvements"), being collectively referred to as the
"Real Estate").

            C. Subject to the terms and conditions of the Credit Agreement, (i)
each Tranche B Term Lender has agreed, severally and not jointly, to make a
Tranche B Term Loan to Trustor,




as evidenced by the Credit Agreement and if requested by any Lender, a
promissory note (a "Note"); (ii) the Swingline Lender has agreed to make
Swingline Loans to Trustor; (iii) each Revolving Credit Lender has agreed,
severally and not jointly, to make Revolving Loans to Trustor; and (iv) the
Issuing Banks have agreed to issue letters of credit on behalf of Trustor (the
"Letters of Credit") and (v) certain lenders may make additional extensions of
credit under incremental loan facilities. The obligations to reimburse L/C
Disbursements (the "Reimbursement Obligations") with respect to drawings under
the Letters of Credit are evidenced by the Credit Agreement.

            D. The obligations of the Lenders to make the Loans and to issue
Letters of Credit are conditioned upon, among other things, the execution and
delivery by Trustor of this Deed of Trust.

                                Granting Clauses

            For ten dollars ($10) and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, Trustor agrees
that to secure:

            (a)   repayment of the principal in the amount of $2,150,000,000 or
                  so much thereof as may be outstanding from time to time of and
                  payment of interest (including, without limitation, interest
                  accruing after the maturity of the Loans made by each Lender
                  and interest accruing after the filing of any petition in
                  bankruptcy, or the commencement of any insolvency,
                  reorganization or like proceeding, relating to Trustor,
                  whether or not a claim for post-filing or post-petition
                  interest is allowed in such proceeding) on the Loans made by
                  each Lender to, and the Notes, if any, held by each Lender of,
                  Trustor;

            (b)   payment of all Reimbursement Obligations with respect to
                  drawings under the Letters of Credit;

            (c)   payment of all Secured Obligations;

            (d)   payment of all other obligations and liabilities of Trustor to
                  Beneficiary and the Lenders, whether direct or indirect,
                  absolute or contingent, due or to become due, or now existing
                  or hereafter incurred, which may arise under, out of, or in
                  connection with, the Credit Agreement, any Note, the Letters
                  of Credit, the Guarantee and Collateral Agreement (including
                  Borrower Obligations as defined therein), this Deed of Trust,
                  the other Collateral Documents and other Loan Documents or any
                  agreement providing for Secured Obligations or any other
                  document made, delivered or given in connection herewith or
                  therewith, in each case whether on account of principal,
                  interest, Reimbursement Obligations, fees, indemnities, costs,
                  expenses or otherwise (including, without limitation, all
                  reasonable fees and disbursements of counsel to Beneficiary or
                  to the Lenders that are required to be paid by Trustor
                  pursuant to the terms of the Credit Agreement, this Deed of
                  Trust or any other Loan Documents) (the




                  items set forth in clauses (a) through (d) being referred to
                  herein collectively as the "Indebtedness"); and

            (e)   the performance and observance of each obligation, term,
                  covenant and condition to be performed or observed by Trustor
                  (the "Obligations") under, in connection with or pursuant to
                  the provisions of the Credit Agreement, any Note, the Letters
                  of Credit, the Guarantee and Collateral Agreement, this Deed
                  of Trust and any of the other Collateral Documents or any of
                  the other Loan Documents or any agreement providing for
                  Secured Obligations;

TRUSTOR HEREBY GRANTS, BARGAINS, SELLS, ASSIGNS, TRANSFERS AND CONVEYS TO
TRUSTEE, ITS SUCCESSORS AND ASSIGNS, IN TRUST, WITH POWER OF SALE, FOR THE
BENEFIT AND SECURITY OF THE BENEFICIARY, WITH DEED OF TRUST COVENANTS:

            (A) the Real Estate;

            (B) all the estate, right, title, interest, claim or demand
      whatsoever of Trustor, in possession or expectancy, in and to the Real
      Estate or any part thereof;

            (C) all right, title, estate and interest of Trustor in, to and
      under all easements, rights of way, strips and gores of land, streets,
      ways, alleys, passages, sewer rights, waters, water courses, water and
      riparian rights, development rights, air rights, mineral rights and all
      estates, rights, titles, interests, privileges, licenses, tenements,
      hereditaments and appurtenances belonging, relating or appertaining to the
      Real Estate, and any reversions, remainders, rents, issues, profits and
      revenue thereof and all land lying in the bed of any street, road or
      avenue, in front of or adjoining the Real Estate to the center line
      thereof;

            (D) all right, title, estate and interest of Trustor in and to all
      of the fixtures, "equipment" (as defined in the Uniform Commercial Code)
      chattels, business machines, machinery, apparatus, equipment, furnishings,
      fittings and articles of personal property of every kind and nature
      whatsoever, and all appurtenances and additions thereto and substitutions
      or replacements thereof (together with, in each case, attachments,
      components, parts and accessories) currently owned or subsequently
      acquired by Trustor and now or subsequently attached to, or contained in
      or used or usable in any way in connection with any operation or letting
      of the Real Estate, including but without limiting the generality of the
      foregoing, all screens, awnings, shades, blinds, curtains, draperies,
      artwork, carpets, rugs, storm doors and windows, furniture and
      furnishings, heating, electrical, and mechanical equipment, lighting,
      switchboards, plumbing, ventilating, air conditioning and air-cooling
      apparatus, refrigerating, and incinerating equipment, escalators,
      elevators, loading and unloading equipment and systems, stoves, ranges,
      laundry equipment, cleaning systems (including window cleaning apparatus),
      telephones, communication systems (including satellite dishes and
      antennae), televisions, computers, sprinkler systems and other fire
      prevention and extinguishing apparatus and materials, security systems,
      motors, engines, machinery, pipes, pumps, tanks, conduits, appliances,




      fittings and fixtures of every kind and description (all of the foregoing
      in this paragraph (D) being referred to as the "Equipment");

            (E) all right, title, estate and interest of Trustor in and to all
      substitutes and replacements of, and all additions, improvements and
      concessions to, the Real Estate and the Equipment, subsequently acquired
      by or released to Trustor or constructed, assembled or placed by Trustor
      on the Real Estate, immediately upon such acquisition, release,
      construction, assembling or placement, including, without limitation, any
      and all building materials whether stored at the Real Estate or offsite,
      and, in each such case, without any further mortgage, conveyance,
      assignment or other act by Trustor;

            (F) all right, title, estate and interest of Trustor in, to and
      under all leases, subleases, underlettings, occupancy agreements,
      concession agreements, management agreements, licenses and other
      agreements relating to the use or occupancy of the Real Estate or the
      Equipment or any part thereof, now existing or subsequently entered into
      by Trustor and whether written or oral and all guarantees of any of the
      foregoing (collectively, as any of the foregoing may be amended, restated,
      extended, renewed or modified from time to time, the "Leases"), and all
      rights of Trustor in respect of cash and securities deposited thereunder
      and the right to receive and collect the revenues, income, rents, issues
      and profits thereof, together with all other rents, royalties, issues,
      profits, revenue, income and other benefits arising from the use and
      enjoyment of the Mortgaged Property (as defined below) (collectively, the
      "Rents");

            (G) all right, title, estate and interest of Trustor in and to all
      trade names, trade marks, logos, copyrights, licenses, good will and books
      and records resident in any form or on any media relating to or used in
      connection with the operation of the Real Estate or the Equipment or any
      part thereof; all general intangibles (as defined in the Uniform
      Commercial Code) related to the operation of the Real Estate, Equipment or
      Improvements now existing or hereafter arising and the license to use
      intellectual property such as computer software owned or licensed by
      Trustor or other proprietary business information relating to Trustor's
      policies, procedures, manuals and trade secrets and related to the
      operation of the Real Estate or Equipment;

            (H) all right, title, estate and interest of Trustor in and to all
      unearned premiums under insurance policies now or subsequently obtained by
      Trustor relating to the Real Estate or Equipment and Trustor's interest in
      and to all proceeds of any such insurance policies (including title
      insurance policies) including the right to collect and receive such
      proceeds, subject to the provisions relating to insurance generally set
      forth below; and all awards and other compensation, including the interest
      payable thereon and the right to collect and receive the same, made to the
      present or any subsequent owner of the Real Estate or Equipment for the
      taking by eminent domain, condemnation or otherwise, of all or any part of
      the Real Estate or any easement or other right therein;

            (I) all right, title, estate and interest of Trustor in and to (i)
      all contracts from time to time executed by Trustor or any manager or
      agent on its behalf relating to the ownership, construction, maintenance,
      repair, operation, occupancy, sale, leasing or financing of the Real
      Estate or Equipment or any part thereof and all agreements relating




      to the purchase or lease of any portion of the Real Estate or any property
      which is adjacent to the Real Estate, together with the right to exercise
      such options and all leases of Equipment (collectively, the "Contracts"),
      (ii) all consents, licenses, permits variances, building permits,
      certificates of occupancy and other governmental approvals relating to
      construction, completion, occupancy, use or operation of the Real Estate
      or any part thereof (collectively, the "Permits") and (iii) all drawings,
      plans, specifications and similar or related items relating to the Real
      Estate (collectively, the "Plans");

            (J) all right, title, estate and interest of Trustor in and to any
      and all monies now or subsequently on deposit for the payment of real
      estate taxes or special assessments against the Real Estate or for the
      payment of premiums on insurance policies covering the foregoing property
      or otherwise on deposit with or held by Beneficiary as provided in this
      Deed of Trust; and all "documents" as defined in the Uniform Commercial
      Code or other receipts covering, evidencing or representing goods now
      owned or hereafter acquired by Trustor (collectively, "Documents"); all
      (i) "instruments" as defined in the Uniform Commercial Code, "chattel
      paper" as defined in the Uniform Commercial Code, or letters of credit,
      evidencing, representing, arising from or existing in respect of, relating
      to, securing or otherwise supporting the payment of, any of the Mortgaged
      Property (including, without limitation, promissory notes, drafts, bills
      of exchange and trade acceptances) and chattel paper obtained by Trustor
      in connection with the Mortgaged Property (including, without limitation,
      all ledger sheets, computer records and printouts, databases, programs,
      books of account and files of Trustor relating thereto) and (ii) notes or
      other obligations of indebtedness relating to the Mortgaged Property and
      owing to Trustor from whatever source arising, in each case now owned or
      hereafter acquired by Trustor; all "inventory" as defined in the Uniform
      Commercial Code, whether now or hereafter existing or acquired, and which
      arises out of or is used in connection with, directly or indirectly, the
      ownership and operation of the Mortgaged Property, all Documents
      representing the same and all proceeds and products of the same
      (including, without limitation, all goods, merchandise, raw materials,
      work in process and other personal property, wherever located, now or
      hereafter owned or held by Trustor for manufacture, processing, the
      providing of services or sale, use or consumption in the operation of the
      Mortgaged Property (including, without limitation, fuel, supplies and
      similar items and all substances commingled therewith or added thereto)
      and rights and claims of Trustor against anyone who may store or acquire
      the same for the account of Trustor, or from whom Trustor may purchase the
      same); and

            (K) all proceeds (as defined in the Uniform Commercial Code) which,
      in any event, shall include, without limitation, all proceeds, products,
      offspring, rents, profits or receipts, in whatever form, arising from the
      Mortgaged Property (including, without limitation, (i) cash, instruments
      and other property received, receivable or otherwise distributed in
      respect of or in exchange for any or all of the Mortgaged Property, (ii)
      the collection, sale, lease, sublease, concession, exchange, assignment,
      licensing or other disposition of, or realization upon, any item or
      portion of the Mortgaged Property (including, without limitation, all
      claims of Trustor against third parties for loss of, damage to,
      destruction of, or for proceeds payable under, or unearned premiums with
      respect to, policies of insurance in respect of, any the Mortgaged
      Property now existing or hereafter arising), (iii) any and all proceeds of
      any insurance, indemnity, warranty or




      guaranty payable to Trustor from time to time with respect to any of the
      Mortgaged Property, (iv) any and all payments (in any form whatsoever)
      made or due and payable to Trustor from time to time in connection with
      the requisition, confiscation, condemnation, seizure or forfeiture of all
      or any part of the Mortgaged Property by any governmental authority (or
      any person acting under color of Governmental Authority) and (v) any and
      all other amounts from time to time paid or payable under or in connection
      with any of the Mortgaged Property), both cash and noncash, of the
      foregoing;

            (All of the foregoing property and rights and interests now owned or
      held or subsequently acquired by Trustor and described in the foregoing
      clauses (A) through (E) are collectively referred to as the "Premises",
      and those described in the foregoing clauses (A) through (K) are
      collectively referred to as the "Mortgaged Property").

            TO HAVE AND TO HOLD the Mortgaged Property and the rights and
privileges hereby mortgaged unto Trustee for the benefit and security of
Beneficiary and its successors and assigns for the uses and purposes set forth
herein, until the Indebtedness is fully paid and the Obligations fully
performed.

                              Terms and Conditions

            Trustor further represents, warrants, covenants and agrees with
Beneficiary as follows:

            1. Warranty of Title. Trustor warrants the good title to the
Premises, subject only to the matters that are set forth in Schedule B of any
title insurance policy or policies being issued to Beneficiary to insure the
lien of this Deed of Trust and Permitted Liens and any other matter that does
not materially interfere with use of the Real Estate as currently used (the
"Permitted Exceptions") and that Trustor has the full power, authority and right
to execute, deliver and perform its obligations under this Deed of Trust and to
encumber, mortgage, transfer, give, grant, bargain, sell, alienate, enfeoff,
convey, confirm, warrant, pledge, assign and hypothecate the same and that this
Deed of Trust is and will remain a valid and enforceable first lien on and
security interest in the Mortgaged Property, subject only to the Permitted
Exceptions. Trustor shall, until the satisfaction or release of this Deed of
Trust, warrant, defend and preserve such title and the validity and priority of
the lien of this Deed of Trust and shall, until the satisfaction or release of
this Deed of Trust, warrant and defend the same to Beneficiary against the
claims of all persons whomsoever.

            2. Payment of Indebtedness. Trustor shall pay or cause to be paid
the Indebtedness at the times and places and in the manner specified in any
Note, the Credit Agreement, Guarantee and Collateral Agreement and any other
agreement providing for Secured Obligations and shall perform all the
Obligations in a timely manner.

            3. Requirements. (a) Trustor shall promptly comply with, or cause to
be complied with, and conform to (i) all present and future laws, statutes,
codes, ordinances, orders, judgments, decrees, rules, regulations and
requirements, and irrespective of the nature of the work to be done, with
respect to the Mortgaged Property of each Governmental Authority which has
jurisdiction over the Mortgaged Property and (ii) all covenants, restrictions
and conditions




now or later of record which may be applicable to any of the Mortgaged Property,
or to the use, manner of use, occupancy, possession, operation, maintenance,
alteration, repair or reconstruction of any of the Mortgaged Property, except
(in each such case) to the extent that failure to comply therewith could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect. All
present and future laws, statutes, codes, ordinances, orders, judgments,
decrees, rules, regulations and requirements of every Governmental Authority
applicable to Trustor in connection with the Mortgaged Property or to any of the
Mortgaged Property and all covenants, restrictions, and conditions which now or
later may be applicable to any of the Premises are collectively referred to as
the "Legal Requirements".

            (b) Notwithstanding the provisions of paragraph (a) of this Section,
Trustor shall have the right to contest or object in good faith to the validity
or application of any Legal Requirement by appropriate legal proceedings
diligently conducted in good faith, but such right shall not be deemed or
construed in any way as relieving, modifying, or extending Trustor's covenant to
comply with any such Legal Requirement unless (i) Trustor has given prior
written notice to Beneficiary of Trustor's intent so to contest or object to
such Legal Requirement, (ii) Trustor shall demonstrate to Beneficiary's
reasonable satisfaction that any delay in compliance with such Legal Requirement
shall not entail a risk of forfeiture of any of the Mortgaged Property or
subject Trustor or Beneficiary to any criminal liability, (iii) by the terms of
such Legal Requirement, compliance therewith pending prosecution of any such
legal proceeding may legally be delayed without incurring any lien, charge or
liability of any kind against the Mortgaged property (other than for Permitted
Exceptions), or any part thereof, unless Trustor shall furnish a good and
sufficient bond or surety as required by and reasonably satisfactory to
Beneficiary and (iv) all Permits remain in effect.

            4. Payment of Taxes and Other Impositions. Promptly when due,
Trustor shall pay and discharge (or cause to be paid and discharged) all
material tax liabilities (the "Impositions"), before the same shall become
delinquent or in default in accordance with Section 5.04 of the Credit Agreement

            5. Insurance. (a) Trustor shall maintain or cause to be maintained
on all of the Premises proper insurance in accordance with Section 5.10 of the
Credit Agreement.

            (b) Each insurance policy (other than flood insurance) shall (x)
provide that the insurer affording such coverage shall mail 30 days' written
notice to the Agent in the event of cancellation of such coverage, and (y) with
respect to all property insurance, provide for deductibles in an amount
reasonably satisfactory to Beneficiary and contain a "Replacement Cost
Endorsement" without any deduction made for depreciation and with no
co-insurance penalty (or attaching an agreed amount endorsement satisfactory to
Beneficiary), with loss payable solely to Beneficiary (modified, if necessary,
to provide that proceeds in the amount of replacement cost may be retained by
Beneficiary without the obligation to rebuild) as its interest may appear,
without contribution, under a "standard" or "New York" Beneficiary clause
acceptable to Beneficiary. Liability insurance policies shall name Beneficiary
as an additional insured and contain a waiver of subrogation against
Beneficiary. Each policy shall expressly provide that any proceeds which are
payable to Beneficiary shall be paid by check payable to the order of
Beneficiary and Trustor and requiring the endorsement of Beneficiary and
Trustor.




            (c) Trustor shall deliver to Beneficiary a certificate of such
insurance on the appropriate Acord Form(s) reasonably acceptable to Beneficiary.
Trustor shall (i) pay as they become due all premiums for such insurance and
(ii) concurrently with the expiration of each policy to be furnished pursuant to
the provisions of this Section 5, deliver a certificate of insurance in
substantially the same form as described in the first sentence of this Section
5(c).

            (d) Trustor promptly shall comply with and conform to (i) all
provisions of each such insurance policy, and (ii) all requirements of the
insurers applicable to Trustor or to any of the Mortgaged Property or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property. Trustor shall not use or permit the use
of the Mortgaged Property in any manner which would permit any insurer to cancel
any insurance policy or void coverage required to be maintained by this Deed of
Trust.

            (e) If the Mortgaged Property, or any material part thereof, shall
be destroyed or damaged, Trustor shall give prompt notice thereof to
Beneficiary. If an Event of Default shall have occurred and be continuing, and
the Beneficiary delivers notice to the Trustor that it is exercising its rights
under this Section 5(e), then all insurance proceeds shall be paid to
Beneficiary to be held by Beneficiary as collateral to secure the payment and
performance of the Indebtedness and the Obligations. At all other times, Trustor
shall have the right to adjust such loss, and the insurance proceeds relating to
such loss shall be paid over to Trustor and Trustor shall, promptly after any
such damage, repair such damage to the extent required under the Credit
Agreement, regardless of whether any insurance proceeds have been received or
whether such proceeds, if received, are sufficient to pay for the costs of
repair; provided that, any such insurance proceeds (net of fees and expenses
incurred in connection with the applicable casualty event or the recovery of
such insurance proceeds, taxes paid or estimated in good faith to be payable as
a result thereof and amounts required to be applied to the repayment of
principal, premium, prepayment fees, penalties, if any and interest on
Indebtedness required to be paid as a result thereof) that are not so applied
shall be deemed to be, and shall be treated as, Net Proceeds from an Asset Sale
pursuant to and in accordance with the terms of Sections 2.20(a), (b) and (c) of
the Credit Agreement (and shall be subject to such provisions (I) whether or not
such net insurance proceeds derive from property or assets used in or related to
businesses contemplated to be excluded from such application in accordance with
the definition of "Designated Asset Sale" contained in the Credit Agreement and
(II) without regard to whether any of the enumerated exclusions contained in the
definition of "Asset Sale" contained in the Credit Agreement may be applicable).
If an Event of Default shall have occurred and be continuing, Beneficiary
shall have the right to adjust such loss and use the insurance proceeds to pay
the Indebtedness or repair the Mortgaged Property in its sole and absolute
discretion.

            (f) In the event of foreclosure of this Deed of Trust or other
transfer of title to the Mortgaged Property, all right, title and interest of
Trustor to the benefit of insurance under any insurance policies then in force,
which are applicable to loss involving the Mortgaged Property, shall pass to the
purchaser or Beneficiary.

            (g) Trustor may maintain insurance required under this Deed of Trust
by means of one or more blanket insurance policies maintained by Trustor;
provided, however, that (A) any such policy shall specify, or Trustor shall
furnish to Beneficiary a written statement from the insurer so specifying, the
maximum amount of the total insurance afforded by such blanket




policy that is applicable to the Premises and the other Mortgaged Property and
any sublimits in such blanket policy applicable to the Premises and the other
Mortgaged Property and (B) the protection afforded under any such blanket policy
shall be no less than that which would have been afforded under a separate
policy or policies relating only to the Mortgaged Property.

            6. Restrictions on Liens and Encumbrances. Except for the lien of
this Deed of Trust and the Permitted Exceptions, and except as permitted under
the Credit Agreement, Trustor shall not further mortgage, nor otherwise encumber
the Mortgaged Property nor create or suffer to exist any lien, charge or
encumbrance on the Mortgaged Property, or any part thereof, whether superior or
subordinate to the lien of this Deed of Trust and whether recourse or
non-recourse.

            7. Due on Sale and Other Transfer Restrictions. Except as permitted
under the Credit Agreement or Section 10 hereof, Trustor shall not sell,
transfer, convey or assign all or any portion of, or any interest in, the
Mortgaged Property.

            8. Maintenance. Trustor shall maintain or cause to be maintained all
the Improvements in accordance with the provisions of Section 5.05 of the Credit
Agreement.

            9. Condemnation/Eminent Domain. Promptly upon obtaining actual
knowledge of the institution of any proceedings for the condemnation of the
Mortgaged Property, or any portion thereof, Trustor shall notify Beneficiary of
the pendency of such proceedings. If an Event of Default occurs and is
continuing, Beneficiary is hereby authorized and empowered by Trustor to settle
or compromise any claim in connection with such condemnation and to receive all
awards and proceeds thereof to be held by Beneficiary as collateral to secure
the payment and performance of the Indebtedness and the Obligations.
Notwithstanding the preceding sentence, provided no Event of Default shall have
occurred and be continuing, but subject to the terms and provisions of the
Credit Agreement, Trustor shall, at its expense, diligently prosecute any
proceeding relating to such condemnation, settle or compromise any claims in
connection therewith in a manner consistent with its reasonable business
judgment and receive any awards or proceeds thereof.

            10. Leases. Except as permitted under the Credit Agreement, Trustor
shall not (i) execute an assignment or pledge of any Lease relating to all or
any portion of the Mortgaged Property other than in favor of Beneficiary, or
(ii) execute or permit to exist any Lease of any of the Mortgaged Property.

            11. Further Assurances. To further assure Beneficiary's rights under
this Deed of Trust, Trustor agrees upon demand of Beneficiary to do any act or
execute any additional documents (including, but not limited to, security
agreements on any personalty included or to be included in the Mortgaged
Property, a separate assignment of each Lease in recordable form and any Uniform
Commercial Code financing statements) as may be reasonably required by
Beneficiary to confirm the lien of this Deed of Trust and all other rights or
benefits conferred on Beneficiary.

            12. Beneficiary's Right to Perform. If Trustor fails to perform any
of the covenants or agreements of Trustor(other than with respect to the failure
to maintain insurance as required hereunder, in which case Beneficiary can
immediately perform), and such failure




constitutes an Event of Default, without waiving or releasing Trustor from any
obligation or default under this Deed of Trust, Beneficiary may, at any time
(but shall be under no obligation to) pay or perform the same, and the amount or
cost thereof, with interest at the rate provided for in the Credit Agreement,
shall immediately, upon notice to Trustor, be due from Trustor to Beneficiary
and the same shall be secured by this Deed of Trust and shall be a lien on the
Mortgaged Property prior to any right, title to, interest in or claim upon the
Mortgaged Property attaching subsequent to the lien of this Deed of Trust. No
payment or advance of money by Beneficiary under this Section 12 shall be deemed
or construed to cure Trustor's default or waive any right or remedy of
Beneficiary.

            13. Hazardous Material. Beneficiary shall have the right at any time
to conduct an environmental audit of the Premises, if it reasonably believes
there has been a violation of applicable Environmental Laws in connection with
such Premises, and Trustor shall cooperate in the conduct of such environmental
audit. Trustor shall comply with all provisions of the Credit Agreement
regarding Hazardous Materials and Environmental Laws.

            14. Events of Default. The occurrence of an Event of Default under
the Credit Agreement shall constitute an Event of Default hereunder.

            15. Remedies.

            (a) Upon the occurrence and during the continuation of any Event of
Default, in addition to any other rights and remedies Beneficiary may have
pursuant to the Loan Documents, or as provided by law, and without limitation,
Beneficiary may immediately take such action, without notice or demand, as it
deems advisable to protect and enforce its rights against Trustor and in and to
the Mortgaged Property, including, but not limited to, the following actions,
each of which may be pursued concurrently or otherwise, at such time and in such
manner as Beneficiary may determine, in its sole discretion, without impairing
or otherwise affecting the other rights and remedies of Beneficiary:

            (i) Beneficiary may, to the extent permitted by applicable law, (A)
      take immediate possession of all of the Mortgaged Property and take such
      action as Beneficiary, in its sole judgment, deems necessary to protect
      and preserve the Mortgaged Property, (B) institute, maintain and complete
      an action of mortgage foreclosure against all or any part of the Mortgaged
      Property and cause the Mortgaged Property to be sold in total or in parts,
      (C) purchase the Mortgaged Property at foreclosure sale, (D) institute and
      maintain an action on the Indebtedness, (E) sell all or part of the
      Mortgaged Property (Trustor expressly granting to Beneficiary the power of
      sale), or (F) take such other action at law or in equity for the
      enforcement of this Deed of Trust or any of the Loan Documents as the law
      may allow. Beneficiary may proceed in any such action to final judgment
      and execution thereon for all sums due hereunder, together with interest
      thereon at the rate provided for in the Credit Agreement and all costs of
      suit, including, without limitation, reasonable attorneys' fees and
      disbursements. Interest at the rate provided for in the Credit Agreement
      shall be due on any judgment obtained by Beneficiary from the date of
      judgment until actual payment is made of the full amount of the judgment.




            (ii) Beneficiary may personally, or by its agents, attorneys and
      employees and without regard to the adequacy or inadequacy of the
      Mortgaged Property or any other collateral as security for the
      Indebtedness and Obligations enter into and upon the Mortgaged Property
      and each and every part thereof and exclude Trustor and its agents and
      employees therefrom without liability for trespass, damage or otherwise
      (Trustor hereby agreeing to surrender possession of the Mortgaged Property
      to Beneficiary upon demand at any such time) and use, operate, manage,
      maintain and control the Mortgaged Property and every part thereof.
      Following such entry and taking of possession, Beneficiary shall be
      entitled, without limitation, (x) to lease all or any part or parts of the
      Mortgaged Property for such periods of time and upon such conditions as
      Beneficiary may, in its discretion, deem proper, (y) to enforce, cancel or
      modify any Lease and (z) generally to execute, do and perform any other
      act, deed, matter or thing concerning the Mortgaged Property as
      Beneficiary shall deem appropriate as fully as Trustor might do.

            (b) In case of a foreclosure sale, the Real Estate may be sold, at
Beneficiary's election, in one parcel or in more than one parcel and Beneficiary
is specifically empowered, (without being required to do so, and in its sole and
absolute discretion) to cause successive sales of portions of the Mortgaged
Property to be held.

            16. Sale of the Properties; Application of Proceeds. Subject to the
requirements of applicable law and the Credit Agreement, the proceeds or avails
of a foreclosure sale and all moneys received by Beneficiary pursuant to any
right given or action taken under the provisions of this Deed of Trust, shall be
applied as follows:

            First: To the payment of the costs and expenses of any such sale or
other enforcement proceedings in accordance with the terms hereof and of any
judicial proceeding wherein the same may be made, and in addition thereto,
reasonable compensation to Beneficiary, its agents and counsel, and of all sums
due to Beneficiary under the Loan Documents and all actual out-of-pocket
expenses, advances, liabilities and sums made or furnished or incurred by
Beneficiary or the holders under this Deed of Trust and the Loan Documents,
together with interest at the rate provided for in the Credit Agreement (or such
lesser amount as may be the maximum amount permitted by law), and all taxes,
assessments or other charges, except any taxes, assessments or other charges
subject to which the Mortgaged Property shall have been sold;

            Second: To the payment of the Indebtedness and Obligations in
accordance with Section 2.16(b) of the Credit Agreement;

            Third: To the payment of junior trust deeds, mortgages, or other
lienholders; and

            Fourth: To the payment of the surplus, if any, to whomsoever may be
lawfully entitled to receive the same.

            17. Right of Beneficiary to Credit Sale. Upon the occurrence of any
sale made under this Deed of Trust, whether made under the power of sale or by
virtue of judicial proceedings or of a judgment or decree of foreclosure and
sale, Beneficiary may bid for and acquire the Mortgaged Property or any part
thereof. In lieu of paying cash therefor, Beneficiary




may make settlement for the purchase price by crediting upon the Indebtedness or
other sums secured by this Deed of Trust the net sales price after deducting
therefrom the expenses of sale and the cost of the action and any other sums
which Beneficiary is authorized to deduct under this Deed of Trust. In such
event, this Deed of Trust, the Credit Agreement, any Note, the Guarantee and
Collateral Agreement and documents evidencing expenditures secured hereby may be
presented to the Person conducting the sale in order that the amount so used or
applied may be credited upon the Indebtedness as having been paid.

            18. Appointment of Receiver. If an Event of Default shall have
occurred and be continuing, Beneficiary as a matter of right and without notice
to Trustor, unless otherwise required by applicable law, and without regard to
the adequacy or inadequacy of the Mortgaged Property or any other collateral as
security for the Indebtedness and Obligations or the interest of Trustor
therein, shall have the right to apply to any court having jurisdiction to
appoint a receiver or receivers or other manager of the Mortgaged Property, and
Trustor hereby irrevocably consents to such appointment and waives notice of any
application therefor (except as may be required by law). Any such receiver or
receivers shall have all the usual powers and duties of receivers in like or
similar cases and all the powers and duties of Beneficiary in case of entry as
provided in this Deed of Trust, including, without limitation and to the extent
permitted by law, the right to enter into leases of all or any part of the
Mortgaged Property, and shall continue as such and exercise all such powers
until the date of confirmation of sale of the Mortgaged Property unless such
receivership is sooner terminated.

            19. Extension, Release, etc. (a) Without affecting the lien or
charge of this Deed of Trust upon any portion of the Mortgaged Property not then
or theretofore released as security for the full amount of the Indebtedness,
Beneficiary may, from time to time and without notice, agree to (i) release any
person liable for the Indebtedness, (ii) extend the maturity or alter any of the
terms of the Indebtedness or any guaranty thereof, (iii) grant other
indulgences, (iv) release or reconvey, or cause to be released or reconveyed at
any time at Beneficiary's option any parcel, portion or all of the Mortgaged
Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto. If at any time this Deed of Trust shall secure
less than all of the principal amount of the Indebtedness, it is expressly
agreed that any repayments of the principal amount of the Indebtedness shall not
reduce the amount of the lien of this Deed of Trust until the lien amount shall
equal the principal amount of the Indebtedness outstanding.

            (b) No recovery of any judgment by Beneficiary and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other
property of Trustor shall affect the lien of this Deed of Trust or any liens,
rights, powers or remedies of Beneficiary hereunder, and such liens, rights,
powers and remedies shall continue unimpaired.

            (c) If Beneficiary shall have the right to foreclose this Deed of
Trust, Trustor authorizes Beneficiary at its option to foreclose the lien of
this Deed of Trust subject to the rights of any tenants of the Mortgaged
Property. The failure to make any such tenants parties defendant to any such
foreclosure proceeding and to foreclose their rights will not be asserted by
Trustor as a defense to any proceeding instituted by Beneficiary to collect the
Indebtedness or to foreclose the lien of this Deed of Trust.




            (d) Unless expressly provided otherwise, in the event that ownership
of this Deed of Trust and title to the Mortgaged Property or any estate therein
shall become vested in the same Person, this Deed of Trust shall not merge in
such title but shall continue as a valid lien on the Mortgaged Property for the
amount secured hereby.

            20. Security Agreement under Uniform Commercial Code. (a) It is the
intention of the parties hereto that this Deed of Trust shall constitute a
Security Agreement within the meaning of the Uniform Commercial Code (the
"Code") of the State of Nebraska. Unless as otherwise provided for in the Credit
Agreement, if an Event of Default shall occur and be continuing, then in
addition to having any other right or remedy available at law or in equity,
Beneficiary shall have the option of either (i) proceeding under the Code and
exercising such rights and remedies as may be provided to a secured party by the
Code with respect to all or any portion of the Mortgaged Property which is
personal property (including, without limitation, taking possession of and
selling such property) or (ii) treating such property as real property and
proceeding with respect to both the real and personal property constituting the
Mortgaged Property in accordance with Beneficiary's rights, powers and remedies
with respect to the real property (in which event the default provisions of the
Code shall not apply). If Beneficiary shall elect to proceed under the Code,
then ten days' notice of sale of the personal property shall be deemed
reasonable notice and the reasonable expenses of retaking, holding, preparing
for sale, selling and the like incurred by Beneficiary shall include, but not be
limited to, attorneys' fees and legal expenses. At Beneficiary's request,
Trustor shall assemble the personal property and make it available to
Beneficiary at a place designated by Beneficiary which is reasonably convenient
to both parties.

            (b) Trustor, as secured party, and Beneficiary, as debtor, agree, to
the extent permitted by law, that: (i) this Deed of Trust upon recording or
registration in the real estate records of the proper office shall constitute a
financing statement filed as a "fixture filing" within the meaning of the Code;
(ii) Trustor is the record owner of the Real Estate; and (iii) the addresses of
Trustor and Beneficiary are as set forth on the first page of this Deed of
Trust.

            (c) Trustor, upon request by Beneficiary from time to time, shall
execute, acknowledge and deliver to Beneficiary one or more separate security
agreements, in form reasonably satisfactory to Beneficiary, covering all or any
part of the Mortgaged Property and will further execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, any financing
statement, affidavit, continuation statement or certificate or other document as
Beneficiary may reasonably request in order to perfect, preserve, maintain,
continue or extend the security interest under and the priority of this Deed of
Trust and such security instrument. Trustor further agrees to pay to Beneficiary
on demand all costs and expenses incurred by Beneficiary in connection with the
preparation, execution, recording, filing and re-filing of any such document and
all reasonable costs and expenses of any record searches for financing
statements Beneficiary shall reasonably require. If Trustor shall fail to
furnish any financing or continuation statement within 10 days after request by
Beneficiary, then pursuant to the provisions of the Code, Trustor hereby
authorizes Beneficiary, without the signature of Trustor, to execute and file
any such financing and continuation statements. The filing of any financing or
continuation statements in the records relating to personal property or chattels
shall not be construed as in any way impairing the right of Beneficiary to
proceed against any personal property encumbered by this Deed of Trust as real
property, as set forth above.




            21. Assignment of Rents and Leases. (a) In furtherance of and in
addition to the assignment made by Trustor herein, Trustor hereby absolutely and
unconditionally assigns, sells, transfers and conveys to Beneficiary all of its
right, title and interest in and to all Leases, whether now existing or
hereafter entered into, and all of its right, title and interest in and to all
Rents. This assignment is an absolute assignment and not an assignment for
additional security only. So long as no Event of Default shall have occurred and
be continuing, Trustor shall have a revocable license from Beneficiary to
exercise all rights extended to the landlord under the Leases, including the
right to receive and collect all Rents and to hold the Rents in trust for use in
the payment and performance of the Obligations and to otherwise use the same.
The foregoing license is granted subject to the conditional limitation that no
Event of Default shall have occurred and be continuing. Upon the occurrence and
during the continuance of an Event of Default, whether or not legal proceedings
have commenced, and without regard to waste, adequacy of security for the
Obligations or solvency of Trustor, the license herein granted shall
automatically expire and terminate, without notice by Beneficiary (any such
notice being hereby expressly waived by Trustor).

            (b) Trustor acknowledges that Beneficiary has taken all reasonable
actions necessary to obtain, and that upon recordation of this Deed of Trust,
Beneficiary shall have, to the extent permitted under applicable law, a valid
and fully perfected, first priority, present assignment of the Rents arising out
of the Leases and all security for such Leases subject to the Permitted Liens
and in the case of security deposits, rights of depositors and requirements of
law. Trustor acknowledges and agrees that upon recordation of this Deed of
Trust, Beneficiary's interest in the Rents shall be deemed to be fully
perfected, "choate" and enforced as to Trustor and all third parties, including,
without limitation, any subsequently appointed trustee in any case under Title
11 of the United States Code (the "Bankruptcy Code"), without the necessity of
commencing a foreclosure action with respect to this Deed of Trust, making
formal demand for the Rents, obtaining the appointment of a receiver or taking
any other affirmative action.

            (c) Without limitation of the absolute nature of the assignment of
the Rents hereunder, Trustor and Beneficiary agree that (a) this Deed of Trust
shall constitute a "security agreement" for purposes of Section 552(b) of the
Bankruptcy Code, (b) the security interest created by this Deed of Trust extends
to property of Trustor acquired before the commencement of a case in bankruptcy
and to all amounts paid as Rents, and (c) such security interest shall extend to
all Rents acquired by the estate after the commencement of any case in
bankruptcy.

            22. Trust Funds. All lease security deposits of the Real Estate
shall be treated as trust funds not to be commingled with any other funds of
Trustor. Within 10 days after request by Beneficiary, Trustor shall furnish
Beneficiary satisfactory evidence of compliance with this Section 22, together
with a statement of all lease security deposits by lessees and copies of all
Leases not previously delivered to Beneficiary, which statement shall be
certified by Trustor.

            23. Additional Rights. The holder of any subordinate lien on the
Mortgaged Property shall have no right to terminate any Lease whether or not
such Lease is subordinate to this Deed of Trust nor shall any holder of any
subordinate lien join any tenant under any Lease in any action to foreclose the
lien or modify, interfere with, disturb or terminate the rights of any tenant
under any Lease. By recordation of this Deed of Trust all subordinate
lienholders are subject to and notified of this provision, and any action taken
by any such lienholder contrary to




this provision shall be null and void. Unless as otherwise provided for in the
Credit Agreement, upon the occurrence, and during the continuation, of any Event
of Default, Beneficiary may, in its sole discretion and without regard to the
adequacy of its security under this Deed of Trust, apply all or any part of any
amounts on deposit with Beneficiary under this Deed of Trust against all or any
part of the Indebtedness. Any such application shall not be construed to cure or
waive any Default or Event of Default or invalidate any act taken by Beneficiary
on account of such Default or Event of Default.

            24. Rights and Responsibilities of Trustee; Other Provisions
Relating to Trustee.

            Notwithstanding anything to the contrary in this Deed of Trust,
Trustor and Beneficiary agree as follows.

            (a)   Exercise of Remedies by Trustee. To the extent that this Deed
of Trust or applicable law authorizes or empowers Beneficiary to exercise any
remedies set forth in Section 15 hereof or otherwise, or perform any acts in
connection therewith, Trustee (but not to the exclusion of Beneficiary unless so
required under the law of the State) shall have the power to exercise any or all
such remedies, and to perform any acts provided for in this Deed of Trust in
connection therewith, all for the benefit of Beneficiary and on Beneficiary's
behalf in accordance with applicable law of the State. In connection therewith,
Trustee: (a) shall not exercise, or waive the exercise of, any Beneficiary's
remedies (other than any rights of Trustee to any indemnity or reimbursement),
except at Beneficiary's request, and (b) shall exercise, or waive the exercise
of, any or all of Beneficiary's remedies at Beneficiary's request, and in
accordance with Beneficiary's directions as to the manner of such exercise or
waiver. Trustee may, however, decline to follow Beneficiary's request or
direction if Trustee shall be advised by counsel that the action or proceeding,
or manner thereof, so directed may not lawfully be taken or waived.

            (b)   Rights and Privileges of Trustee. To the extent that this Deed
of Trust requires Trustor to reimburse Beneficiary for any expenditures
Beneficiary may incur, Trustee shall be entitled to the same rights to
reimbursement of expenses as Beneficiary, subject to such limitations and
conditions as would apply in the case of Beneficiary. To the extent that this
Deed of Trust negates or limits Beneficiary's liability as to any matter,
Trustee shall be entitled to the same negation or limitation of liability. To
the extent that Trustor, pursuant to this Deed of Trust, appoints Beneficiary as
Trustor's attorney in fact for any purpose, Beneficiary or (when so instructed
by Beneficiary) Trustee shall be entitled to act on Trustor's behalf without
joinder or confirmation by the other.

            (c)   Authority of Beneficiary. If Beneficiary is a banking
corporation, state banking corporation or a national banking association and the
instrument of appointment of any successor or replacement Trustee is executed on
Beneficiary's behalf by an officer of such corporation, state banking
corporation or national banking association, then such appointment may be
executed by any authorized officer or agent of Beneficiary and such appointment
shall be conclusively presumed to be executed with authority and shall be valid
and sufficient without proof of any action by the board of directors or any
superior officer of Beneficiary.




            (d)   Effect of Appointment of Successor Trustee. Upon the
appointment and designation of any successor, substitute or replacement Trustee,
Trustee's entire estate and title in the Mortgaged Property shall vest in the
designated successor, substitute or replacement Trustee. Such successor,
substitute or replacement Trustee shall thereupon succeed to and shall hold,
possess and execute all the rights, powers, privileges, immunities and duties
herein conferred upon Trustee. All references herein to Trustee shall be deemed
to refer to Trustee (including any successor or substitute appointed and
designated as herein provided) from time to time acting hereunder.

            (e)   Confirmation of Transfer and Succession. Any new Trustee
appointed pursuant to any of the provisions hereof shall, without any further
act, deed or conveyance, become vested with all the estates, properties, rights,
powers and trusts of his predecessor in the rights hereunder with like effect as
if originally named as Trustee herein; but nevertheless, upon the written
request of Beneficiary or of any successor, substitute or replacement Trustee,
any former Trustee ceasing to act shall execute and deliver an instrument
transferring to such successor, substitute or replacement Trustee all of the
right, title, estate and interest in the Mortgaged Property of Trustee so
ceasing to act, together with all the rights, powers, privileges, immunities and
duties herein conferred upon Trustee, and shall duly assign, transfer and
deliver all properties and moneys held by said Trustee hereunder to said
successor, substitute or replacement Trustee.

            (f)   Exculpation. Trustee shall not be liable for any error of
judgment or act done by Trustee in good faith, or otherwise be responsible or
accountable under any circumstances whatsoever, except for Trustee's gross
negligence, willful misconduct or knowing violation of law. Trustee shall not be
personally liable in case of entry by him, or anyone entering by virtue of the
powers herein granted him, upon the Mortgaged Property for debts contracted or
liability or damages incurred in the management or operation of the Mortgaged
Property. Trustee shall have the right to rely on any instrument, document or
signature authorizing or supporting any action taken or proposed to be taken by
it hereunder, believed by it in good faith to be genuine. All moneys received by
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated in any
manner from any other moneys (except to the extent required by law). Trustee
shall be under no liability for interest on any moneys received by it hereunder.

            (g)   Endorsement and Execution of Documents. Upon Beneficiary's
written request, Trustee shall, without liability or notice to Trustor, execute,
consent to, or join in any instrument or agreement in connection with or
necessary to effectuate the purposes of this Deed of Trust. Trustor hereby
irrevocably designates Trustee as its attorney in fact to execute, acknowledge
and deliver, on Trustor's behalf and in Trustor's name, all instruments or
agreements necessary to implement any provision(s) of this Deed of Trust or to
further perfect the lien created by this Deed of Trust on the Mortgaged
Property. This power of attorney shall be deemed to be coupled with an interest
and shall survive any disability of Trustor.

            (h)   Multiple Trustees. If Beneficiary appoints multiple trustees,
then any Trustee, individually, may exercise all powers granted to Trustee under
this instrument, without the need for action by any other Trustee(s).




            (i)   No Required Action. Trustee shall not be required to take any
action under this Deed of Trust or to institute, appear in or defend any action,
suit or other proceeding in connection therewith where in his opinion such
action will be likely to involve him in expense or liability, unless requested
so to do by a written instrument signed by Beneficiary and, if Trustee so
requests, unless Trustee is tendered security and indemnity satisfactory to him
against any and all costs, expense and liabilities arising therefrom. Trustee
shall not be responsible for the execution, acknowledgment or validity of this
Deed of Trust, or for the proper authorization thereof, or for the sufficiency
of the lien and security interest purported to be created hereby, and makes no
representation in respect thereof or in respect of the rights, remedies and
recourses of Beneficiary.

            (j)   Terms of Trustee's Acceptance. Trustee accepts the trust
created by this Deed of Trust upon the following terms and conditions:

                  (i) Delegation. Trustee may exercise any of its powers through
            appointment of attorney(s) in fact or agents.

                  (ii) Security. Trustee shall be under no obligation to take
            any action upon any Event of Default unless furnished security or
            indemnity, in form satisfactory to Trustee, against costs, expenses,
            and liabilities that Trustee may incur.

                  (iii) Costs and Expenses. Trustor shall reimburse Trustee, as
            part of the Obligations secured hereunder, for all reasonable
            disbursements and expenses (including reasonable legal fees and
            expenses) incurred by reason of or arising from an Event of Default
            and as provided for in this Deed of Trust, including any of the
            foregoing incurred in Trustee's administering and executing the
            trust created by this Deed of Trust and performing Trustee's duties
            and exercising Trustee's powers under this Deed of Trust.

            24. Notices. All notices, requests, demands and other communications
hereunder shall be given in accordance with the provisions of Section 9.01 of
the Credit Agreement to Trustor in care of Borrower and to Beneficiary as
specified therein.

            25. No Oral Modification. This Deed of Trust may not be amended,
supplemented or otherwise modified except in accordance with the provisions of
Section 9.02 of the Credit Agreement. To the extent permitted by Applicable Law,
any agreement made by Trustor and Beneficiary after the date of this Deed of
Trust relating to this Deed of Trust shall be superior to the rights of the
holder of any intervening or subordinate lien or encumbrance.

            26. Partial Invalidity. In the event any one or more of the
provisions contained in this Deed of Trust shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but each shall be
construed as if such invalid, illegal or unenforceable provision had never been
included. Notwithstanding to the contrary anything contained in this Deed of
Trust or in any provisions of the Indebtedness or Loan Documents, the
obligations of Trustor and of any other obligor under the Indebtedness or Loan
Documents shall be subject to the limitation that Beneficiary shall not charge,
take or receive, nor shall Trustor or any other obligor be obligated




to pay to Beneficiary, any amounts constituting interest in excess of the
maximum rate permitted by law to be charged by Beneficiary.

            27. Trustor's Waiver of Rights. To the fullest extent permitted by
law, Trustor waives the benefit of all laws now existing or that may
subsequently be enacted providing for (i) any appraisement before sale of any
portion of the Mortgaged Property, (ii) any extension of the time for the
enforcement of the collection of the Indebtedness or the creation or extension
of a period of redemption from any sale made in collecting such debt and (iii)
exemption of the Mortgaged Property from attachment, levy or sale under
execution or exemption from civil process. To the full extent Trustor may do so,
Trustor agrees that Trustor will not at any time insist upon, plead, claim or
take the benefit or advantage of any law now or hereafter in force providing for
any appraisement, valuation, stay, exemption, extension or redemption, or
requiring foreclosure of this Deed of Trust before exercising any other remedy
granted hereunder and Trustor, for Trustor and its successors and assigns, and
for any and all Persons ever claiming any interest in the Mortgaged Property, to
the extent permitted by law, hereby waives and releases all rights of
redemption, valuation, appraisement, stay of execution, notice of election to
mature or declare due the whole of the secured indebtedness and marshalling in
the event of foreclosure of the liens hereby created.

            28. Remedies Not Exclusive. Beneficiary shall be entitled to enforce
payment of the Indebtedness and performance of the Obligations and to exercise
all rights and powers under this Deed of Trust or under any of the other Loan
Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Indebtedness and Obligations may now or
hereafter be otherwise secured, whether by mortgage, security agreement, pledge,
lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor
its enforcement, shall prejudice or in any manner affect Beneficiary's right to
realize upon or enforce any other security now or hereafter held by Beneficiary,
it being agreed that Beneficiary shall be entitled to enforce this Deed of Trust
and any other security now or hereafter held by Beneficiary in such order and
manner as Beneficiary may determine in its absolute discretion. No remedy herein
conferred upon or reserved to Beneficiary is intended to be exclusive of any
other remedy herein or by law provided or permitted, but each shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute. Every power or remedy
given by any of the Loan Documents to Beneficiary or to which it may otherwise
be entitled, may be exercised, concurrently or independently, from time to time
and as often as may be deemed expedient by Beneficiary. In no event shall
Beneficiary, in the exercise of the remedies provided in this Deed of Trust
(including, without limitation, in connection with the assignment of Rents to
Beneficiary, or the appointment of a receiver and the entry of such receiver on
to all or any part of the Mortgaged Property), be deemed a "Beneficiary in
possession," and Beneficiary shall not in any way be made liable for any act,
either of commission or omission, in connection with the exercise of such
remedies.

            29. Multiple Security. If (a) the Premises shall consist of one or
more parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Deed of Trust, Beneficiary shall now or
hereafter hold one or more additional mortgages, liens, deeds of trust or other
security (directly or indirectly) for the Indebtedness upon other property in
the State in which the Premises are located (whether or not such property is
owned by Trustor or by others) or (c) both the circumstances described in
clauses (a) and (b) shall be




true, then to the fullest extent permitted by law, Beneficiary may, at its
election, commence or consolidate in a single foreclosure action all foreclosure
proceedings against all such collateral securing the Indebtedness (including the
Mortgaged Property), which action may be brought or consolidated in the courts
of any county in which any of such collateral is located. Trustor acknowledges
that the right to maintain a consolidated foreclosure action is a specific
inducement to Beneficiary to extend the Indebtedness, and Trustor expressly and
irrevocably waives any objections to the commencement or consolidation of the
foreclosure proceedings in a single action and any objections to the laying of
venue or based on the grounds of forum non conveniens which it may now or
hereafter have. Trustor further agrees that if Beneficiary shall be prosecuting
one or more foreclosure or other proceedings against a portion of the Mortgaged
Property or against any collateral other than the Mortgaged Property, which
collateral directly or indirectly secures the Indebtedness, or if Beneficiary
shall have obtained a judgment of foreclosure and sale or similar judgment
against such collateral, then, whether or not such proceedings are being
maintained or judgments were obtained in or outside the State in which the
Premises are located, Beneficiary may commence or continue foreclosure
proceedings and exercise its other remedies granted in this Deed of Trust
against all or any part of the Mortgaged Property and Trustor waives any
objections to the commencement or continuation of a foreclosure of this Deed of
Trust or exercise of any other remedies hereunder based on such other
proceedings or judgments, and waives any right to seek to dismiss, stay, remove,
transfer or consolidate either any action under this Deed of Trust or such other
proceedings on such basis. Neither the commencement nor continuation of
proceedings to foreclose this Deed of Trust nor the exercise of any other rights
hereunder nor the recovery of any judgment by Beneficiary in any such
proceedings shall prejudice, limit or preclude Beneficiary's right to commence
or continue one or more foreclosure or other proceedings or obtain a judgment
against any other collateral (either in or outside the State in which the
Premises are located) which directly or indirectly secures the Indebtedness, and
Trustor expressly waives any objections to the commencement of, continuation of,
or entry of a judgment in such other proceedings or exercise of any remedies in
such proceedings based upon any action or judgment connected to this Deed of
Trust, and Trustor also waives any right to seek to dismiss, stay, remove,
transfer or consolidate either such other proceedings or any action under this
Deed of Trust on such basis. It is expressly understood and agreed that to the
fullest extent permitted by law, Beneficiary may, at its election, cause the
sale of all collateral which is the subject of a single foreclosure action at
either a single sale or at multiple sales conducted simultaneously and take such
other measures as are appropriate in order to effect the agreement of the
parties to dispose of and administer all collateral securing the Indebtedness
(directly or indirectly) in the most economical and least time-consuming manner.

            30. Successors and Assigns. All covenants of Trustor contained in
this Deed of Trust are imposed solely and exclusively for the benefit of
Beneficiary and its successors and assigns, and no other person or entity shall
have standing to require compliance with such covenants or be deemed, under any
circumstances, to be a beneficiary of such covenants, any or all of which may be
freely waived in whole or in part by Beneficiary at any time if in its sole
discretion it deems such waiver advisable. All such covenants of Trustor shall
run with the land and bind Trustor, the successors and assigns of Trustor (and
each of them) and all subsequent owners, encumbrancers and tenants of the
Mortgaged Property, and shall inure to the benefit of Beneficiary, its
successors and assigns. The word "Trustor" shall be construed as if it read




"Trustors" whenever the sense of this Deed of Trust so requires and if there
shall be more than one Trustor, the obligations of Trustors shall be joint and
several.

            31. No Waivers, etc. Any failure by Beneficiary to insist upon the
strict performance by Trustor of any of the terms and provisions of this Deed of
Trust shall not be deemed to be a waiver of any of the terms and provisions
hereof, and Beneficiary, notwithstanding any such failure, shall have the right
thereafter to insist upon the strict performance by Trustor of any and all of
the terms and provisions of this Deed of Trust to be performed by Trustor.
Beneficiary may release, regardless of consideration and without the necessity
for any notice to or consent by the holder of any subordinate lien on the
Mortgaged Property, any part of the security held for the obligations secured by
this Deed of Trust without, as to the remainder of the security, in anywise
impairing or affecting the lien of this Deed of Trust or the priority of such
lien over any subordinate lien.

            32. Governing Law, etc. This Deed of Trust shall be governed by and
construed in accordance with the laws of Nebraska, except that Trustor expressly
acknowledges that by its terms the Credit Agreement and any Note shall be
governed and construed in accordance with the laws of the State of New York,
without regard to principles of conflict of law, and for purposes of
consistency, Trustor agrees that in any in personam proceeding related to this
Deed of Trust the rights of the parties to this Deed of Trust shall also be
governed by and construed in accordance with the laws of the State of New York
governing contracts made and to be performed in that State, without regard to
principles of conflict of law.

            33. Certain Definitions. Unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, words used in
this Deed of Trust shall be used interchangeably in singular or plural form and
the word "Trustor" shall mean "each Trustor or any subsequent owner or owners of
the Mortgaged Property or any part thereof or interest therein," the word
"Beneficiary" shall mean "Beneficiary or any successor agent for the Lenders,"
the word "person" shall include any individual, corporation, partnership, trust,
unincorporated association, government, governmental authority, or other entity,
and the words "Mortgaged Property" shall include any portion of the Mortgaged
Property or interest therein. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and vice
versa. The captions in this Deed of Trust are for convenience or reference only
and in no way limit or amplify the provisions hereof.

            34. Local Law Provisions. None




            This Deed of Trust has been duly executed by Trustor on the date
first above written.

                                        SCANTRON CORPORATION

                                        By:/s/ Edward P. Taibi
                                           -------------------------------------
                                           Name:  Edward P. Taibi
                                           Title: Vice President and Assistant
                                                  Secretary



STATE OF NEW YORK )
                  )   ss.:
COUNTY OF NEW YORK)

      On this 30 day of April, 2007, before me, a notary
public in and for said county and state, personally came Edward P. Taibi,
VP of Scantron Corporation, known to me to be the identical person
who signed the foregoing Deed of Trust and acknowledged the execution thereof to
be his/her voluntary act and deed and the voluntary act and deed of said
corporation.

      WITNESS my hand and notarial seal, in said county and state, the day and
year last above written.

                                        /s/ Joshua Babbit
                                        ----------------------------------------
[Seal]                                  Notary Public




                                   Schedule A

                           Description of the Premises

Lot 8, in HORIZON WEST, a subdivision, as surveyed, platted and recorded in
Douglas County, Nebraska, more particularly described as follows: Commencing at
the East 1/4 corner of said Section 27, then North 89 degrees 54'19" West
(Assumed Bearing) along the North line of said Southeast 1/4 of Section 27,
802.57 feet to the point of beginning; thence continuing North 89 degrees 54'19"
West 55.19 feet, thence along a curve to the right with a radius of 2,914.79
feet for 336.90 feet with a chord bearing South 05 degrees 43'00" East for 336.
72 feet, thence South 02 degrees 24'19" East 467.82 feet, thence North 86
degrees 10'57" East 240.74 feet, thence along a curve to the right with a radius
of 70.00 feet for 187.62 feet with a chord bearing North 72 degrees 58'03" East
for 136.29 feet, thence North 59 degrees 45'08" East 57.66 feet, thence North 30
degrees 14'52" West 830.42 feet to the point of beginning, all being located
within the Southeast 1/4 of Section 27, Township 15 North, Range 11 East of the
6th P.M., in Douglas County, Nebraska.

EX-4.16

                                    MORTGAGE

                                      from

                     CLARKE AMERICAN CHECKS, INC., Mortgagor

                                       to

   CREDIT SUISSE, CAYMAN ISLANDS BRANCH as administrative agent and collateral
                                agent, Mortgagee

                             DATED AS OF May 1, 2007

                       After recording, please return to:

                              Latham & Watkins LLP
                                 885 Third Ave.
                               New York, NY 10022

                               ATTN: Curtis Peele

                THE AMOUNT SECURED BY THIS MORTGAGE IS $2,213,200




                                                                        New York

            THIS MORTGAGE, dated as of May 1, 2007 is made by CLARKE AMERICAN
CHECKS, INC., a Delaware corporation ("Mortgagor"), whose address is c/o Clarke
American Corp., 10931 Laureate Drive, San Antonio, TX 78249, to CREDIT SUISSE,
CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such
capacities and together with its successors, the "Agent") for the Lenders,
referred to below ("Mortgagee"), whose address is Eleven Madison Avenue, New
York, New York 10010. References to this "Mortgage" shall mean this instrument
and any and all renewals, modifications, amendments, supplements, extensions,
consolidations, substitutions, spreaders and replacements of this instrument.

                                   Background

            A. Clarke American Corp., as borrower, and certain other affiliates
of Mortgagor, as subsidiary co-borrowers, have entered into a Credit Agreement
dated as of April 4, 2007, as modified by the pre-funding Joinder Agreement and
the post-acquisition Joinder Agreement, each dated as of the date hereof (and as
may be amended, supplemented or otherwise further modified from time to time,
the "Credit Agreement"), with several banks and other financial institutions
from time to time parties thereto (the "Lenders") and Mortgagee. The terms of
the Credit Agreement are incorporated by reference in this Mortgage as if the
terms thereof were fully set forth herein.

            Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement. In the event of a conflict
between this Mortgage and the Credit Agreement, the terms and provisions of the
Credit Agreement shall control. References in this Mortgage to the "Interest
Rates" shall mean the interest rates provided for in Sections 2.11 and 2.12 of
the Credit Agreement.

            B. Mortgagor is the owner of the parcel(s) of real property
described on Schedule A attached hereto and made a part hereof (such real
property, together with all of the buildings, improvements, structures and
fixtures (including, without limitation, to the extent owned by Mortgagor all
gas and electric fixtures, radiators, heaters, docks, engines and machinery,
boilers, ranges, elevators and motors, plumbing, heating and air conditioning
fixtures, carpeting and other floor coverings, water heaters, cleaning apparatus
and other items which are or are to be attached to such real property) now or
subsequently located thereon (the "Improvements"), being collectively referred
to as the "Real Estate").

            C. Subject to the terms and conditions of the Credit Agreement, (i)
each Tranche B Term Lender has agreed, severally and not jointly, to make a
Tranche B Term Loan to Mortgagor, as evidenced by the Credit Agreement and if
requested by any Lender, a promissory note (a "Note"); (ii) the Swingline Lender
has agreed to make Swingline Loans to Mortgagor; (iii) each Revolving Credit
Lender has agreed, severally and not jointly, to make Revolving Loans to
Mortgagor; and (iv) the Issuing Banks have agreed to issue letters of credit on
behalf of Mortgagor (the "Letters of Credit") and (v) certain lenders may make
additional extensions of credit under incremental loan facilities. The
obligations to reimburse L/C Disbursements (the




"Reimbursement Obligations") with respect to drawings under the Letters of
Credit are evidenced by the Credit Agreement.

            D. The obligations of the Lenders to make the Loans and to issue
Letters of Credit are conditioned upon, among other things, the execution and
delivery by Mortgagor of this Mortgage.

                                Granting Clauses

            For ten dollars ($10) and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, Mortgagor agrees
that to secure:

            (a)   repayment of the principal in the amount of $2,150,000,000 or
                  so much thereof as may be outstanding from time to time of and
                  payment of interest (including, without limitation, interest
                  accruing after the maturity of the Loans made by each Lender
                  and interest accruing after the filing of any petition in
                  bankruptcy, or the commencement of any insolvency,
                  reorganization or like proceeding, relating to Mortgagor,
                  whether or not a claim for post-filing or post-petition
                  interest is allowed in such proceeding) on the Loans made by
                  each Lender to, and the Notes, if any, held by each Lender of,
                  Mortgagor;

            (b)   payment of all Reimbursement Obligations with respect to
                  drawings under the Letters of Credit;

            (c)   payment of all Secured Obligations;

            (d)   payment of all other obligations and liabilities of Mortgagor
                  to Mortgagee and the Lenders, whether direct or indirect,
                  absolute or contingent, due or to become due, or now existing
                  or hereafter incurred, which may arise under, out of, or in
                  connection with, the Credit Agreement, any Note, the Letters
                  of Credit, the Guarantee and Collateral Agreement (including
                  Borrower Obligations as defined therein), this Mortgage, the
                  other Collateral Documents and other Loan Documents or any
                  agreement providing for Secured Obligations or any other
                  document made, delivered or given in connection herewith or
                  therewith, in each case whether on account of principal,
                  interest, Reimbursement Obligations, fees, indemnities, costs,
                  expenses or otherwise (including, without limitation, all
                  reasonable fees and disbursements of counsel to Mortgagee or
                  to the Lenders that are required to be paid by Mortgagor
                  pursuant to the terms of the Credit Agreement, this Mortgage
                  or any other Loan Documents) (the items set forth in clauses
                  (a) through (d) being referred to herein collectively as the
                  "Indebtedness"); and

            (e)   the performance and observance of each obligation, term,
                  covenant and condition to be performed or observed by
                  Mortgagor (the "Obligations") under, in connection with or
                  pursuant to the provisions of the Credit Agreement, any Note,
                  the Letters of Credit, the Guarantee and Collateral


                                                                               2



                  Agreement, this Mortgage and any of the other Collateral
                  Documents or any of the other Loan Documents or any agreement
                  providing for Secured Obligations;

MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND
HEREBY MORTGAGES, GRANTS, ASSIGNS, TRANSFERS, HYPOTHECATES, PLEDGES, CONVEYS AND
SETS OVER TO MORTGAGEE WITH MORTGAGE COVENANTS:

            (A) the Real Estate;

            (B) all the estate, right, title, interest, claim or demand
      whatsoever of Mortgagor, in possession or expectancy, in and to the Real
      Estate or any part thereof;

            (C) all right, title, estate and interest of Mortgagor in, to and
      under all easements, rights of way, strips and gores of land, streets,
      ways, alleys, passages, sewer rights, waters, water courses, water and
      riparian rights, development rights, air rights, mineral rights and all
      estates, rights, titles, interests, privileges, licenses, tenements,
      hereditaments and appurtenances belonging, relating or appertaining to the
      Real Estate, and any reversions, remainders, rents, issues, profits and
      revenue thereof and all land lying in the bed of any street, road or
      avenue, in front of or adjoining the Real Estate to the center line
      thereof;

            (D) all right, title, estate and interest of Mortgagor in and
      to all of the fixtures, "equipment" (as defined in the Uniform Commercial
      Code) chattels, business machines, machinery, apparatus, equipment,
      furnishings, fittings and articles of personal property of every kind and
      nature whatsoever, and all appurtenances and additions thereto and
      substitutions or replacements thereof (together with, in each case,
      attachments, components, parts and accessories) currently owned or
      subsequently acquired by Mortgagor and now or subsequently attached to, or
      contained in or used or usable in any way in connection with any operation
      or letting of the Real Estate, including but without limiting the
      generality of the foregoing, all screens, awnings, shades, blinds,
      curtains, draperies, artwork, carpets, rugs, storm doors and windows,
      furniture and furnishings, heating, electrical, and mechanical equipment,
      lighting, switchboards, plumbing, ventilating, air conditioning and
      air-cooling apparatus, refrigerating, and incinerating equipment,
      escalators, elevators, loading and unloading equipment and systems,
      stoves, ranges, laundry equipment, cleaning systems (including window
      cleaning apparatus), telephones, communication systems (including
      satellite dishes and antennae), televisions, computers, sprinkler systems
      and other fire prevention and extinguishing apparatus and materials,
      security systems, motors, engines, machinery, pipes, pumps, tanks,
      conduits, appliances, fittings and fixtures of every kind and description
      (all of the foregoing in this paragraph (D) being referred to as the
      "Equipment");

            (E) all right, title, estate and interest of Mortgagor in and to all
      substitutes and replacements of, and all additions, improvements and
      concessions to, the Real Estate and the Equipment, subsequently acquired
      by or released to Mortgagor or constructed, assembled or placed by
      Mortgagor on the Real Estate, immediately upon such


                                                                               3



      acquisition, release, construction, assembling or placement, including,
      without limitation, any and all building materials whether stored at the
      Real Estate or offsite, and, in each such case, without any further
      mortgage, conveyance, assignment or other act by Mortgagor;

            (F) all right, title, estate and interest of Mortgagor in, to and
      under all leases, subleases, underlettings, occupancy agreements,
      concession agreements, management agreements, licenses and other
      agreements relating to the use or occupancy of the Real Estate or the
      Equipment or any part thereof, now existing or subsequently entered into
      by Mortgagor and whether written or oral and all guarantees of any of the
      foregoing (collectively, as any of the foregoing may be amended, restated,
      extended, renewed or modified from time to time, the "Leases"), and all
      rights of Mortgagor in respect of cash and securities deposited thereunder
      and the right to receive and collect the revenues, income, rents, issues
      and profits thereof, together with all other rents, royalties, issues,
      profits, revenue, income and other benefits arising from the use and
      enjoyment of the Mortgaged Property (as defined below) (collectively, the
      "Rents");

            (G) all right, title, estate and interest of Mortgagor in and to all
      trade names, trade marks, logos, copyrights, licenses, good will and books
      and records resident in any form or on any media relating to or used in
      connection with the operation of the Real Estate or the Equipment or any
      part thereof; all general intangibles (as defined in the Uniform
      Commercial Code) related to the operation of the Real Estate, Equipment or
      Improvements now existing or hereafter arising and the license to use
      intellectual property such as computer software owned or licensed by
      Mortgagor or other proprietary business information relating to
      Mortgagor's policies, procedures, manuals and trade secrets and related to
      the operation of the Real Estate or Equipment;

            (H) all right, title, estate and interest of Mortgagor in and to all
      unearned premiums under insurance policies now or subsequently obtained by
      Mortgagor relating to the Real Estate or Equipment and Mortgagor's
      interest in and to all proceeds of any such insurance policies (including
      title insurance policies) including the right to collect and receive such
      proceeds, subject to the provisions relating to insurance generally set
      forth below; and all awards and other compensation, including the interest
      payable thereon and the right to collect and receive the same, made to the
      present or any subsequent owner of the Real Estate or Equipment for the
      taking by eminent domain, condemnation or otherwise, of all or any part of
      the Real Estate or any easement or other right therein;

            (I) all right, title, estate and interest of Mortgagor in and to (i)
      all contracts from time to time executed by Mortgagor or any manager or
      agent on its behalf relating to the ownership, construction, maintenance,
      repair, operation, occupancy, sale, leasing or financing of the Real
      Estate or Equipment or any part thereof and all agreements relating to the
      purchase or lease of any portion of the Real Estate or any property which
      is adjacent to the Real Estate, together with the right to exercise such
      options and all leases of Equipment (collectively, the "Contracts"), (ii)
      all consents, licenses, permits variances, building permits, certificates
      of occupancy and other governmental approvals relating to construction,
      completion, occupancy, use or operation of the Real Estate or any part


                                                                               4



      thereof (collectively, the "Permits") and (iii) all drawings, plans,
      specifications and similar or related items relating to the Real Estate
      (collectively, the "Plans");

            (J) all right, title, estate and interest of Mortgagor in and to any
      and all monies now or subsequently on deposit for the payment of real
      estate taxes or special assessments against the Real Estate or for the
      payment of premiums on insurance policies covering the foregoing property
      or otherwise on deposit with or held by Mortgagee as provided in this
      Mortgage; and all "documents" as defined in the Uniform Commercial Code or
      other receipts covering, evidencing or representing goods now owned or
      hereafter acquired by Mortgagor (collectively, "Documents"); all (i)
      "instruments" as defined in the Uniform Commercial Code, "chattel paper"
      as defined in the Uniform Commercial Code, or letters of credit,
      evidencing, representing, arising from or existing in respect of, relating
      to, securing or otherwise supporting the payment of, any of the Mortgaged
      Property (including, without limitation, promissory notes, drafts, bills
      of exchange and trade acceptances) and chattel paper obtained by Mortgagor
      in connection with the Mortgaged Property (including, without limitation,
      all ledger sheets, computer records and printouts, databases, programs,
      books of account and files of Mortgagor relating thereto) and (ii) notes
      or other obligations of indebtedness relating to the Mortgaged Property
      and owing to Mortgagor from whatever source arising, in each case now
      owned or hereafter acquired by Mortgagor; all "inventory" as defined in
      the Uniform Commercial Code, whether now or hereafter existing or
      acquired, and which arises out of or is used in connection with, directly
      or indirectly, the ownership and operation of the Mortgaged Property, all
      Documents representing the same and all proceeds and products of the same
      (including, without limitation, all goods, merchandise, raw materials,
      work in process and other personal property, wherever located, now or
      hereafter owned or held by Mortgagor for manufacture, processing, the
      providing of services or sale, use or consumption in the operation of the
      Mortgaged Property (including, without limitation, fuel, supplies and
      similar items and all substances commingled therewith or added thereto)
      and rights and claims of Mortgagor against anyone who may store or acquire
      the same for the account of Mortgagor, or from whom Mortgagor may purchase
      the same); and

            (K) all proceeds (as defined in the Uniform Commercial Code) which,
      in any event, shall include, without limitation, all proceeds, products,
      offspring, rents, profits or receipts, in whatever form, arising from the
      Mortgaged Property (including, without limitation, (i) cash, instruments
      and other property received, receivable or otherwise distributed in
      respect of or in exchange for any or all of the Mortgaged Property, (ii)
      the collection, sale, lease, sublease, concession, exchange, assignment,
      licensing or other disposition of, or realization upon, any item or
      portion of the Mortgaged Property (including, without limitation, all
      claims of Mortgagor against third parties for loss of, damage to,
      destruction of, or for proceeds payable under, or unearned premiums with
      respect to, policies of insurance in respect of, any the Mortgaged
      Property now existing or hereafter arising), (iii) any and all proceeds of
      any insurance, indemnity, warranty or guaranty payable to Mortgagor from
      time to time with respect to any of the Mortgaged Property, (iv) any and
      all payments (in any form whatsoever) made or due and payable to Mortgagor
      from time to time in connection with the requisition, confiscation,
      condemnation, seizure or forfeiture of all or any part of the Mortgaged
      Property by any


                                                                               5



      governmental authority (or any person acting under color of Governmental
      Authority) and (v) any and all other amounts from time to time paid or
      payable under or in connection with any of the Mortgaged Property), both
      cash and noncash, of the foregoing;

            (All of the foregoing property and rights and interests now owned or
      held or subsequently acquired by Mortgagor and described in the foregoing
      clauses (A) through (E) are collectively referred to as the "Premises",
      and those described in the foregoing clauses (A) through (K) are
      collectively referred to as the "Mortgaged Property").

            TO HAVE AND TO HOLD the Mortgaged Property and the rights and
privileges hereby mortgaged unto Mortgagee, its successors and assigns for the
uses and purposes set forth herein, until the Indebtedness is fully paid and the
Obligations fully performed.

                              Terms and Conditions

            Mortgagor further represents, warrants, covenants and agrees with
Mortgagee as follows:

            1. Warranty of Title. Mortgagor warrants the good title to the
Premises, subject only to the matters that are set forth in Schedule B of any
title insurance policy or policies being issued to Mortgagee to insure the lien
of this Mortgage and Permitted Liens and any other matter that does not
materially interfere with use of the Real Estate as currently used (the
"Permitted Exceptions") and that Mortgagor has the full power, authority and
right to execute, deliver and perform its obligations under this Mortgage and to
encumber, mortgage, transfer, give, grant, bargain, sell, alienate, enfeoff,
convey, confirm, warrant, pledge, assign and hypothecate the same and that this
Mortgage is and will remain a valid and enforceable first lien on and security
interest in the Mortgaged Property, subject only to the Permitted Exceptions.
Mortgagor shall, until the satisfaction or release of this Mortgage, warrant,
defend and preserve such title and the validity and priority of the lien of this
Mortgage and shall, until the satisfaction or release of this Mortgage, warrant
and defend the same to Mortgagee against the claims of all persons whomsoever.

            2. Payment of Indebtedness. Mortgagor shall pay or cause to be paid
the Indebtedness at the times and places and in the manner specified in any
Note, the Credit Agreement, Guarantee and Collateral Agreement and any other
agreement providing for Secured Obligations and shall perform all the
Obligations in a timely manner.

            3. Requirements. (a) Mortgagor shall promptly comply with, or cause
to be complied with, and conform to (i) all present and future laws, statutes,
codes, ordinances, orders, judgments, decrees, rules, regulations and
requirements, and irrespective of the nature of the work to be done, with
respect to the Mortgaged Property of each Governmental Authority which has
jurisdiction over the Mortgaged Property and (ii) all covenants, restrictions
and conditions now or later of record which may be applicable to any of the
Mortgaged Property, or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or reconstruction of any of the
Mortgaged Property, except (in each such case) to the extent that failure to
comply therewith could not, in the aggregate, reasonably be expected to have a


                                                                               6



Material Adverse Effect. All present and future laws, statutes, codes,
ordinances, orders, judgments, decrees, rules, regulations and requirements of
every Governmental Authority applicable to Mortgagor in connection with the
Mortgaged Property or to any of the Mortgaged Property and all covenants,
restrictions, and conditions which now or later may be applicable to any of the
Premises are collectively referred to as the "Legal Requirements".

            (b) Notwithstanding the provisions of paragraph (a) of this Section,
Mortgagor shall have the right to contest or object in good faith to the
validity or application of any Legal Requirement by appropriate legal
proceedings diligently conducted in good faith, but such right shall not be
deemed or construed in any way as relieving, modifying, or extending Mortgagor's
covenant to comply with any such Legal Requirement unless (i) Mortgagor has
given prior written notice to Mortgagee of Mortgagor's intent so to contest or
object to such Legal Requirement, (ii) Mortgagor shall demonstrate to
Mortgagee's reasonable satisfaction that any delay in compliance with such Legal
Requirement shall not entail a risk of forfeiture of any of the Mortgaged
Property or subject Mortgagor or Mortgagee to any criminal liability, (iii) by
the terms of such Legal Requirement, compliance therewith pending prosecution of
any such legal proceeding may legally be delayed without incurring any lien,
charge or liability of any kind against the Mortgaged property (other than for
Permitted Exceptions), or any part thereof, unless Mortgagor shall furnish a
good and sufficient bond or surety as required by and reasonably satisfactory to
Mortgagee and (iv) all Permits remain in effect.

            4. Payment of Taxes and Other Impositions. Promptly when due,
Mortgagor shall pay and discharge (or cause to be paid and discharged) all
material tax liabilities (the "Impositions"), before the same shall become
delinquent or in default in accordance with Section 5.04 of the Credit Agreement

            5. Insurance. (a) Mortgagor shall maintain or cause to be maintained
on all of the Premises proper insurance in accordance with Section 5.10 of the
Credit Agreement.

            (b) Each insurance policy (other than flood insurance) shall (x)
provide that the insurer affording such coverage shall mail 30 days' written
notice to the Agent in the event of cancellation of such coverage, and (y) with
respect to all property insurance, provide for deductibles in an amount
reasonably satisfactory to Mortgagee and contain a "Replacement Cost
Endorsement" without any deduction made for depreciation and with no
co-insurance penalty (or attaching an agreed amount endorsement satisfactory to
Mortgagee), with loss payable solely to Mortgagee (modified, if necessary, to
provide that proceeds in the amount of replacement cost may be retained by
Mortgagee without the obligation to rebuild) as its interest may appear, without
contribution, under a "standard" or "New York" mortgagee clause acceptable to
Mortgagee. Liability insurance policies shall name Mortgagee as an additional
insured and contain a waiver of subrogation against Mortgagee. Each policy shall
expressly provide that any proceeds which are payable to Mortgagee shall be paid
by check payable to the order of Mortgagee and Mortgagor and requiring the
endorsement of Mortgagee and Mortgagor.

            (c) Mortgagor shall deliver to Mortgagee a certificate of such
insurance on the appropriate Acord Form(s) reasonably acceptable to Mortgagee.
Mortgagor shall (i) pay as they become due all premiums for such insurance and
(ii) concurrently with the expiration of each


                                                                               7



policy to be furnished pursuant to the provisions of this Section 5, deliver a
certificate of insurance in substantially the same form as described in the
first sentence of this Section 5(c).

            (d) Mortgagor promptly shall comply with and conform to (i) all
provisions of each such insurance policy, and (ii) all requirements of the
insurers applicable to Mortgagor or to any of the Mortgaged Property or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property. Mortgagor shall not use or permit the
use of the Mortgaged Property in any manner which would permit any insurer to
cancel any insurance policy or void coverage required to be maintained by this
Mortgage.

            (e) If the Mortgaged Property, or any material part thereof, shall
be destroyed or damaged, Mortgagor shall give prompt notice thereof to
Mortgagee. If an Event of Default shall have occurred and be continuing, and the
Mortgagee delivers notice to the Mortgagor that it is exercising its rights
under this Section 5(e), then all insurance proceeds shall be paid to Mortgagee
to be held by Mortgagee as collateral to secure the payment and performance of
the Indebtedness and the Obligations. At all other times, Mortgagor shall have
the right to adjust such loss, and the insurance proceeds relating to such loss
shall be paid over to Mortgagor and Mortgagor shall, promptly after any such
damage, repair such damage to the extent required under the Credit Agreement,
regardless of whether any insurance proceeds have been received or whether such
proceeds, if received, are sufficient to pay for the costs of repair; provided
that, any such insurance proceeds (net of fees and expenses incurred in
connection with the applicable casualty event or the recovery of such insurance
proceeds, taxes paid or estimated in good faith to be payable as a result
thereof and amounts required to be applied to the repayment of principal,
premium, prepayment fees, penalties, if any and interest on Indebtedness
required to be paid as a result thereof) that are not so applied shall be deemed
to be, and shall be treated as, Net Proceeds from an Asset Sale pursuant to and
in accordance with the terms of Sections 2.20(a), (b) and (c) of the Credit
Agreement (and shall be subject to such provisions (I) whether or not such net
insurance proceeds derive from property or assets used in or related to
businesses contemplated to be excluded from such application in accordance with
the definition of "Designated Asset Sale" contained in the Credit Agreement and
(II) without regard to whether any of the enumerated exclusions contained in the
definition of "Asset Sale" contained in the Credit Agreement may be applicable).
If an Event of Default shall have occurred and be continuing, Mortgagee shall
have the right to adjust such loss and use the insurance proceeds to pay the
Indebtedness or repair the Mortgaged Property in its sole and absolute
discretion.

            (f) In the event of foreclosure of this Mortgage or other transfer
of title to the Mortgaged Property, all right, title and interest of Mortgagor
to the benefit of insurance under any insurance policies then in force, which
are applicable to loss involving the Mortgaged Property, shall pass to the
purchaser or grantee.

            (g) Mortgagor may maintain insurance required under this Mortgage by
means of one or more blanket insurance policies maintained by Mortgagor;
provided, however, that (A) any such policy shall specify, or Mortgagor shall
furnish to Mortgagee a written statement from the insurer so specifying, the
maximum amount of the total insurance afforded by such blanket policy that is
applicable to the Premises and the other Mortgaged Property and any sublimits in
such blanket policy applicable to the Premises and the other Mortgaged Property
and


                                                                               8



(B) the protection afforded under any such blanket policy shall be no less than
that which would have been afforded under a separate policy or policies relating
only to the Mortgaged Property.

            6. Restrictions on Liens and Encumbrances. Except for the lien of
this Mortgage and the Permitted Exceptions, and except as permitted under the
Credit Agreement, Mortgagor shall not further mortgage, nor otherwise encumber
the Mortgaged Property nor create or suffer to exist any lien, charge or
encumbrance on the Mortgaged Property, or any part thereof, whether superior or
subordinate to the lien of this Mortgage and whether recourse or non-recourse.

            7. Due on Sale and Other Transfer Restrictions. Except as permitted
under the Credit Agreement or Section 10 hereof, Mortgagor shall not sell,
transfer, convey or assign all or any portion of, or any interest in, the
Mortgaged Property.

            8. Maintenance. Mortgagor shall maintain or cause to be maintained
all the Improvements in accordance with the provisions of Section 5.05 of the
Credit Agreement.

            9. Condemnation/Eminent Domain. Promptly upon obtaining actual
knowledge of the institution of any proceedings for the condemnation of the
Mortgaged Property, or any portion thereof, Mortgagor shall notify Mortgagee of
the pendency of such proceedings. If an Event of Default occurs and is
continuing, Mortgagee is hereby authorized and empowered by Mortgagor to settle
or compromise any claim in connection with such condemnation and to receive all
awards and proceeds thereof to be held by Mortgagee as collateral to secure the
payment and performance of the Indebtedness and the Obligations. Notwithstanding
the preceding sentence, provided no Event of Default shall have occurred and be
continuing, but subject to the terms and provisions of the Credit Agreement,
Mortgagor shall, at its expense, diligently prosecute any proceeding relating to
such condemnation, settle or compromise any claims in connection therewith in a
manner consistent with its reasonable business judgment and receive any awards
or proceeds thereof.

            10. Leases. Except as permitted under the Credit Agreement,
Mortgagor shall not (i) execute an assignment or pledge of any Lease relating to
all or any portion of the Mortgaged Property other than in favor of Mortgagee,
or (ii) execute or permit to exist any Lease of any of the Mortgaged Property.

            11. Further Assurances. To further assure Mortgagee's rights under
this Mortgage, Mortgagor agrees upon demand of Mortgagee to do any act or
execute any additional documents (including, but not limited to, security
agreements on any personalty included or to be included in the Mortgaged
Property, a separate assignment of each Lease in recordable form and any Uniform
Commercial Code financing statements) as may be reasonably required by Mortgagee
to confirm the lien of this Mortgage and all other rights or benefits conferred
on Mortgagee.

            12. Mortgagee's Right to Perform. If Mortgagor fails to perform any
of the covenants or agreements of Mortgagor (other than with respect to the
failure to maintain insurance as required hereunder, in which case Mortgagee can
immediately perform), and such failure constitutes an Event of Default, without
waiving or releasing Mortgagor from any obligation or default under this
Mortgage, Mortgagee may, at any time (but shall be under no


                                                                               9



obligation to) pay or perform the same, and the amount or cost thereof, with
interest at the rate provided for in the Credit Agreement, shall immediately,
upon notice to Mortgagor, be due from Mortgagor to Mortgagee and the same shall
be secured by this Mortgage and shall be a lien on the Mortgaged Property prior
to any right, title to, interest in or claim upon the Mortgaged Property
attaching subsequent to the lien of this Mortgage. No payment or advance of
money by Mortgagee under this Section 12 shall be deemed or construed to cure
Mortgagor's default or waive any right or remedy of Mortgagee.

            13. Hazardous Material. Mortgagee shall have the right at any time
to conduct an environmental audit of the Premises, if it reasonably believes
there has been a violation of applicable Environmental Laws in connection with
such Premises, and Mortgagor shall cooperate in the conduct of such
environmental audit. Mortgagor shall comply with all provisions of the Credit
Agreement regarding Hazardous Materials and Environmental Laws.

            14. Events of Default. The occurrence of an Event of Default under
the Credit Agreement shall constitute an Event of Default hereunder.

            15. Remedies. (a) Upon the occurrence and during the continuation of
any Event of Default, in addition to any other rights and remedies Mortgagee may
have pursuant to the Loan Documents, or as provided by law, and without
limitation, Mortgagee may immediately take such action, without notice or
demand, as it deems advisable to protect and enforce its rights against
Mortgagor and in and to the Mortgaged Property, including, but not limited to,
the following actions, each of which may be pursued concurrently or otherwise,
at such time and in such manner as Mortgagee may determine, in its sole
discretion, without impairing or otherwise affecting the other rights and
remedies of Mortgagee:

            (i) Mortgagee may, to the extent permitted by applicable law, (A)
      take immediate possession of all of the Mortgaged Property and take such
      action as Mortgagee, in its sole judgment, deems necessary to protect and
      preserve the Mortgaged Property, (B) institute, maintain and complete an
      action of mortgage foreclosure against all or any part of the Mortgaged
      Property and cause the Mortgaged Property to be sold in total or in parts,
      (C) purchase the Mortgaged Property at foreclosure sale, (D) institute and
      maintain an action on the Indebtedness, (E) sell all or part of the
      Mortgaged Property (Mortgagor expressly granting to Mortgagee the power of
      sale), or (F) take such other action at law or in equity for the
      enforcement of this Mortgage or any of the Loan Documents as the law may
      allow. Mortgagee may proceed in any such action to final judgment and
      execution thereon for all sums due hereunder, together with interest
      thereon at the rate provided for in the Credit Agreement and all costs of
      suit, including, without limitation, reasonable attorneys' fees and
      disbursements. Interest at the rate provided for in the Credit Agreement
      shall be due on any judgment obtained by Mortgagee from the date of
      judgment until actual payment is made of the full amount of the judgment.

            (ii) Mortgagee may personally, or by its agents, attorneys and
      employees and without regard to the adequacy or inadequacy of the
      Mortgaged Property or any other collateral as security for the
      Indebtedness and Obligations enter into and upon the Mortgaged Property
      and each and every part thereof and exclude Mortgagor and its agents and
      employees therefrom without liability for trespass, damage or otherwise


                                                                              10



      (Mortgagor hereby agreeing to surrender possession of the Mortgaged
      Property to Mortgagee upon demand at any such time) and use, operate,
      manage, maintain and control the Mortgaged Property and every part
      thereof. Following such entry and taking of possession, Mortgagee shall be
      entitled, without limitation, (x) to lease all or any part or parts of the
      Mortgaged Property for such periods of time and upon such conditions as
      Mortgagee may, in its discretion, deem proper, (y) to enforce, cancel or
      modify any Lease and (z) generally to execute, do and perform any other
      act, deed, matter or thing concerning the Mortgaged Property as Mortgagee
      shall deem appropriate as fully as Mortgagor might do.

            (b) In case of a foreclosure sale, the Real Estate may be sold, at
Mortgagee's election, in one parcel or in more than one parcel and Mortgagee is
specifically empowered, (without being required to do so, and in its sole and
absolute discretion) to cause successive sales of portions of the Mortgaged
Property to be held.

            16. Sale of the Properties; Application of Proceeds. Subject to the
requirements of applicable law and the Credit Agreement, the proceeds or avails
of a foreclosure sale and all moneys received by Mortgagee pursuant to any right
given or action taken under the provisions of this Mortgage, shall be applied as
follows:

            First: To the payment of the costs and expenses of any such sale or
other enforcement proceedings in accordance with the terms hereof and of any
judicial proceeding wherein the same may be made, and in addition thereto,
reasonable compensation to Mortgagee, its agents and counsel, and of all sums
due to Mortgagee under the Loan Documents and all actual out-of-pocket expenses,
advances, liabilities and sums made or furnished or incurred by Mortgagee or the
holders under this Mortgage and the Loan Documents, together with interest at
the rate provided for in the Credit Agreement (or such lesser amount as may be
the maximum amount permitted by law), and all taxes, assessments or other
charges, except any taxes, assessments or other charges subject to which the
Mortgaged Property shall have been sold;

            Second: To the payment of the Indebtedness and Obligations in
accordance with Section 2.16(b) of the Credit Agreement; and

            Third: To the payment of the surplus, if any, to whomsoever may be
lawfully entitled to receive the same.

            17. Right of Mortgagee to Credit Sale. Upon the occurrence of any
sale made under this Mortgage, whether made under the power of sale or by virtue
of judicial proceedings or of a judgment or decree of foreclosure and sale,
Mortgagee may bid for and acquire the Mortgaged Property or any part thereof. In
lieu of paying cash therefor, Mortgagee may make settlement for the purchase
price by crediting upon the Indebtedness or other sums secured by this Mortgage
the net sales price after deducting therefrom the expenses of sale and the cost
of the action and any other sums which Mortgagee is authorized to deduct under
this Mortgage. In such event, this Mortgage, the Credit Agreement, any Note, the
Guarantee and Collateral Agreement and documents evidencing expenditures secured
hereby may be presented to the Person conducting the sale in order that the
amount so used or applied may be credited upon the Indebtedness as having been
paid.


                                                                              11



            18. Appointment of Receiver. If an Event of Default shall have
occurred and be continuing, Mortgagee as a matter of right and without notice to
Mortgagor, unless otherwise required by applicable law, and without regard to
the adequacy or inadequacy of the Mortgaged Property or any other collateral as
security for the Indebtedness and Obligations or the interest of Mortgagor
therein, shall have the right to apply to any court having jurisdiction to
appoint a receiver or receivers or other manager of the Mortgaged Property, and
Mortgagor hereby irrevocably consents to such appointment and waives notice of
any application therefor (except as may be required by law). Any such receiver
or receivers shall have all the usual powers and duties of receivers in like or
similar cases and all the powers and duties of Mortgagee in case of entry as
provided in this Mortgage, including, without limitation and to the extent
permitted by law, the right to enter into leases of all or any part of the
Mortgaged Property, and shall continue as such and exercise all such powers
until the date of confirmation of sale of the Mortgaged Property unless such
receivership is sooner terminated.

            19. Extension, Release, etc. (a) Without affecting the lien or
charge of this Mortgage upon any portion of the Mortgaged Property not then or
theretofore released as security for the full amount of the Indebtedness,
Mortgagee may, from time to time and without notice, agree to (i) release any
person liable for the Indebtedness, (ii) extend the maturity or alter any of the
terms of the Indebtedness or any guaranty thereof, (iii) grant other
indulgences, (iv) release or reconvey, or cause to be released or reconveyed at
any time at Mortgagee's option any parcel, portion or all of the Mortgaged
Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto. If at any time this Mortgage shall secure less
than all of the principal amount of the Indebtedness, it is expressly agreed
that any repayments of the principal amount of the Indebtedness shall not reduce
the amount of the lien of this Mortgage until the lien amount shall equal the
principal amount of the Indebtedness outstanding.

            (b) No recovery of any judgment by Mortgagee and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other
property of Mortgagor shall affect the lien of this Mortgage or any liens,
rights, powers or remedies of Mortgagee hereunder, and such liens, rights,
powers and remedies shall continue unimpaired.

            (c) If Mortgagee shall have the right to foreclose this Mortgage,
Mortgagor authorizes Mortgagee at its option to foreclose the lien of this
Mortgage subject to the rights of any tenants of the Mortgaged Property. The
failure to make any such tenants parties defendant to any such foreclosure
proceeding and to foreclose their rights will not be asserted by Mortgagor as a
defense to any proceeding instituted by Mortgagee to collect the Indebtedness or
to foreclose the lien of this Mortgage.

            (d) Unless expressly provided otherwise, in the event that ownership
of this Mortgage and title to the Mortgaged Property or any estate therein shall
become vested in the same Person, this Mortgage shall not merge in such title
but shall continue as a valid lien on the Mortgaged Property for the amount
secured hereby.

            20. Security Agreement under Uniform Commercial Code. (a) It is the
intention of the parties hereto that this Mortgage shall constitute a Security
Agreement within the meaning of the Uniform Commercial Code (the "Code") of the
State of New York. Unless as otherwise


                                                                              12



provided for in the Credit Agreement, if an Event of Default shall occur and be
continuing, then in addition to having any other right or remedy available at
law or in equity, Mortgagee shall have the option of either (i) proceeding under
the Code and exercising such rights and remedies as may be provided to a secured
party by the Code with respect to all or any portion of the Mortgaged Property
which is personal property (including, without limitation, taking possession of
and selling such property) or (ii) treating such property as real property and
proceeding with respect to both the real and personal property constituting the
Mortgaged Property in accordance with Mortgagee's rights, powers and remedies
with respect to the real property (in which event the default provisions of the
Code shall not apply). If Mortgagee shall elect to proceed under the Code, then
ten days' notice of sale of the personal property shall be deemed reasonable
notice and the reasonable expenses of retaking, holding, preparing for sale,
selling and the like incurred by Mortgagee shall include, but not be limited to,
attorneys' fees and legal expenses. At Mortgagee's request, Mortgagor shall
assemble the personal property and make it available to Mortgagee at a place
designated by Mortgagee which is reasonably convenient to both parties.

            (b) Mortgagor and Mortgagee agree, to the extent permitted by law,
that: (i) this Mortgage upon recording or registration in the real estate
records of the proper office shall constitute a financing statement filed as a
"fixture filing" within the meaning of the Code; (ii) Mortgagor is the record
owner of the Real Estate; and (iii) the addresses of Mortgagor and Mortgagee are
as set forth on the first page of this Mortgage.

            (c) Mortgagor, upon request by Mortgagee from time to time, shall
execute, acknowledge and deliver to Mortgagee one or more separate security
agreements, in form reasonably satisfactory to Mortgagee, covering all or any
part of the Mortgaged Property and will further execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, any financing
statement, affidavit, continuation statement or certificate or other document as
Mortgagee may reasonably request in order to perfect, preserve, maintain,
continue or extend the security interest under and the priority of this Mortgage
and such security instrument. Mortgagor further agrees to pay to Mortgagee on
demand all costs and expenses incurred by Mortgagee in connection with the
preparation, execution, recording, filing and re-filing of any such document and
all reasonable costs and expenses of any record searches for financing
statements Mortgagee shall reasonably require. If Mortgagor shall fail to
furnish any financing or continuation statement within 10 days after request by
Mortgagee, then pursuant to the provisions of the Code, Mortgagor hereby
authorizes Mortgagee, without the signature of Mortgagor, to execute and file
any such financing and continuation statements. The filing of any financing or
continuation statements in the records relating to personal property or chattels
shall not be construed as in any way impairing the right of Mortgagee to proceed
against any personal property encumbered by this Mortgage as real property, as
set forth above.

            21. Assignment of Rents and Leases. (a) In furtherance of and in
addition to the assignment made by Mortgagor herein, Mortgagor hereby absolutely
and unconditionally assigns, sells, transfers and conveys to Mortgagee all of
its right, title and interest in and to all Leases, whether now existing or
hereafter entered into, and all of its right, title and interest in and to all
Rents. This assignment is an absolute assignment and not an assignment for
additional security only. So long as no Event of Default shall have occurred and
be continuing, Mortgagor shall have a revocable license from Mortgagee to
exercise all rights extended to the landlord under the Leases, including the
right to receive and collect all Rents and to hold the Rents in trust


                                                                              13



for use in the payment and performance of the Obligations and to otherwise use
the same. The foregoing license is granted subject to the conditional limitation
that no Event of Default shall have occurred and be continuing. Upon the
occurrence and during the continuance of an Event of Default, whether or not
legal proceedings have commenced, and without regard to waste, adequacy of
security for the Obligations or solvency of Mortgagor, the license herein
granted shall automatically expire and terminate, without notice by Mortgagee
(any such notice being hereby expressly waived by Mortgagor).

            (b) Mortgagor acknowledges that Mortgagee has taken all reasonable
actions necessary to obtain, and that upon recordation of this Mortgage,
Mortgagee shall have, to the extent permitted under applicable law, a valid and
fully perfected, first priority, present assignment of the Rents arising out of
the Leases and all security for such Leases subject to the Permitted Liens and
in the case of security deposits, rights of depositors and requirements of law.
Mortgagor acknowledges and agrees that upon recordation of this Mortgage,
Mortgagee's interest in the Rents shall be deemed to be fully perfected,
"choate" and enforced as to Mortgagor and all third parties, including, without
limitation, any subsequently appointed trustee in any case under Title 11 of the
United States Code (the "Bankruptcy Code"), without the necessity of commencing
a foreclosure action with respect to this Mortgage, making formal demand for the
Rents, obtaining the appointment of a receiver or taking any other affirmative
action.

            (c) Without limitation of the absolute nature of the assignment of
the Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall
constitute a "security agreement" for purposes of Section 552(b) of the
Bankruptcy Code, (b) the security interest created by this Mortgage extends to
property of Mortgagor acquired before the commencement of a case in bankruptcy
and to all amounts paid as Rents, and (c) such security interest shall extend to
all Rents acquired by the estate after the commencement of any case in
bankruptcy.

            22. Trust Funds. All lease security deposits of the Real Estate
shall be treated as trust funds not to be commingled with any other funds of
Mortgagor. Within 10 days after request by Mortgagee, Mortgagor shall furnish
Mortgagee satisfactory evidence of compliance with this Section 22, together
with a statement of all lease security deposits by lessees and copies of all
Leases not previously delivered to Mortgagee, which statement shall be certified
by Mortgagor.

            23. Additional Rights. The holder of any subordinate lien on the
Mortgaged Property shall have no right to terminate any Lease whether or not
such Lease is subordinate to this Mortgage nor shall any holder of any
subordinate lien join any tenant under any Lease in any action to foreclose the
lien or modify, interfere with, disturb or terminate the rights of any tenant
under any Lease. By recordation of this Mortgage all subordinate lienholders are
subject to and notified of this provision, and any action taken by any such
lienholder contrary to this provision shall be null and void. Unless as
otherwise provided for in the Credit Agreement, upon the occurrence, and during
the continuation, of any Event of Default, Mortgagee may, in its sole discretion
and without regard to the adequacy of its security under this Mortgage, apply
all or any part of any amounts on deposit with Mortgagee under this Mortgage
against all or any part of the Indebtedness. Any such application shall not be
construed to cure or waive any Default or


                                                                              14



Event of Default or invalidate any act taken by Mortgagee on account of such
Default or Event of Default.

            24. Notices. All notices, requests, demands and other communications
hereunder shall be given in accordance with the provisions of Section 9.01 of
the Credit Agreement to Mortgagor in care of Borrower and to Mortgagee as
specified therein.

            25. No Oral Modification. This Mortgage may not be amended,
supplemented or otherwise modified except in accordance with the provisions of
Section 9.02 of the Credit Agreement. To the extent permitted by Applicable Law,
any agreement made by Mortgagor and Mortgagee after the date of this Mortgage
relating to this Mortgage shall be superior to the rights of the holder of any
intervening or subordinate lien or encumbrance.

            26. Partial Invalidity. In the event any one or more of the
provisions contained in this Mortgage shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but each shall be
construed as if such invalid, illegal or unenforceable provision had never been
included. Notwithstanding to the contrary anything contained in this Mortgage or
in any provisions of the Indebtedness or Loan Documents, the obligations of
Mortgagor and of any other obligor under the Indebtedness or Loan Documents
shall be subject to the limitation that Mortgagee shall not charge, take or
receive, nor shall Mortgagor or any other obligor be obligated to pay to
Mortgagee, any amounts constituting interest in excess of the maximum rate
permitted by law to be charged by Mortgagee.

            27. Mortgagor's Waiver of Rights. To the fullest extent permitted by
law, Mortgagor waives the benefit of all laws now existing or that may
subsequently be enacted providing for (i) any appraisement before sale of any
portion of the Mortgaged Property, (ii) any extension of the time for the
enforcement of the collection of the Indebtedness or the creation or extension
of a period of redemption from any sale made in collecting such debt and (iii)
exemption of the Mortgaged Property from attachment, levy or sale under
execution or exemption from civil process. To the full extent Mortgagor may do
so, Mortgagor agrees that Mortgagor will not at any time insist upon, plead,
claim or take the benefit or advantage of any law now or hereafter in force
providing for any appraisement, valuation, stay, exemption, extension or
redemption, or requiring foreclosure of this Mortgage before exercising any
other remedy granted hereunder and Mortgagor, for Mortgagor and its successors
and assigns, and for any and all Persons ever claiming any interest in the
Mortgaged Property, to the extent permitted by law, hereby waives and releases
all rights of redemption, valuation, appraisement, stay of execution, notice of
election to mature or declare due the whole of the secured indebtedness and
marshalling in the event of foreclosure of the liens hereby created.

            28. Remedies Not Exclusive. Mortgagee shall be entitled to enforce
payment of the Indebtedness and performance of the Obligations and to exercise
all rights and powers under this Mortgage or under any of the other Loan
Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Indebtedness and Obligations may now or
hereafter be otherwise secured, whether by mortgage, security agreement, pledge,
lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its
enforcement, shall prejudice or in any manner affect Mortgagee's right to
realize upon or enforce any other security


                                                                              15



now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be
entitled to enforce this Mortgage and any other security now or hereafter held
by Mortgagee in such order and manner as Mortgagee may determine in its absolute
discretion. No remedy herein conferred upon or reserved to Mortgagee is intended
to be exclusive of any other remedy herein or by law provided or permitted, but
each shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute. Every
power or remedy given by any of the Loan Documents to Mortgagee or to which it
may otherwise be entitled, may be exercised, concurrently or independently, from
time to time and as often as may be deemed expedient by Mortgagee. In no event
shall Mortgagee, in the exercise of the remedies provided in this Mortgage
(including, without limitation, in connection with the assignment of Rents to
Mortgagee, or the appointment of a receiver and the entry of such receiver on to
all or any part of the Mortgaged Property), be deemed a "mortgagee in
possession," and Mortgagee shall not in any way be made liable for any act,
either of commission or omission, in connection with the exercise of such
remedies.

            29. Multiple Security. If (a) the Premises shall consist of one or
more parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Mortgage, Mortgagee shall now or hereafter
hold one or more additional mortgages, liens, deeds of trust or other security
(directly or indirectly) for the Indebtedness upon other property in the State
in which the Premises are located (whether or not such property is owned by
Mortgagor or by others) or (c) both the circumstances described in clauses (a)
and (b) shall be true, then to the fullest extent permitted by law, Mortgagee
may, at its election, commence or consolidate in a single foreclosure action all
foreclosure proceedings against all such collateral securing the Indebtedness
(including the Mortgaged Property), which action may be brought or consolidated
in the courts of any county in which any of such collateral is located.
Mortgagor acknowledges that the right to maintain a consolidated foreclosure
action is a specific inducement to Mortgagee to extend the Indebtedness, and
Mortgagor expressly and irrevocably waives any objections to the commencement or
consolidation of the foreclosure proceedings in a single action and any
objections to the laying of venue or based on the grounds of forum non
conveniens which it may now or hereafter have. Mortgagor further agrees that if
Mortgagee shall be prosecuting one or more foreclosure or other proceedings
against a portion of the Mortgaged Property or against any collateral other than
the Mortgaged Property, which collateral directly or indirectly secures the
Indebtedness, or if Mortgagee shall have obtained a judgment of foreclosure and
sale or similar judgment against such collateral, then, whether or not such
proceedings are being maintained or judgments were obtained in or outside the
State in which the Premises are located, Mortgagee may commence or continue
foreclosure proceedings and exercise its other remedies granted in this Mortgage
against all or any part of the Mortgaged Property and Mortgagor waives any
objections to the commencement or continuation of a foreclosure of this Mortgage
or exercise of any other remedies hereunder based on such other proceedings or
judgments, and waives any right to seek to dismiss, stay, remove, transfer or
consolidate either any action under this Mortgage or such other proceedings on
such basis. Neither the commencement nor continuation of proceedings to
foreclose this Mortgage nor the exercise of any other rights hereunder nor the
recovery of any judgment by Mortgagee in any such proceedings shall prejudice,
limit or preclude Mortgagee's right to commence or continue one or more
foreclosure or other proceedings or obtain a judgment against any other
collateral (either in or outside the State in which the Premises are located)
which directly or indirectly secures the Indebtedness, and Mortgagor expressly
waives any objections to the commencement of, continuation of, or entry of


                                                                              16



a judgment in such other proceedings or exercise of any remedies in such
proceedings based upon any action or judgment connected to this Mortgage, and
Mortgagor also waives any right to seek to dismiss, stay, remove, transfer or
consolidate either such other proceedings or any action under this Mortgage on
such basis. It is expressly understood and agreed that to the fullest extent
permitted by law, Mortgagee may, at its election, cause the sale of all
collateral which is the subject of a single foreclosure action at either a
single sale or at multiple sales conducted simultaneously and take such other
measures as are appropriate in order to effect the agreement of the parties to
dispose of and administer all collateral securing the Indebtedness (directly or
indirectly) in the most economical and least time-consuming manner.

            30. Successors and Assigns. All covenants of Mortgagor contained in
this Mortgage are imposed solely and exclusively for the benefit of Mortgagee
and its successors and assigns, and no other person or entity shall have
standing to require compliance with such covenants or be deemed, under any
circumstances, to be a beneficiary of such covenants, any or all of which may be
freely waived in whole or in part by Mortgagee at any time if in its sole
discretion it deems such waiver advisable. All such covenants of Mortgagor shall
run with the land and bind Mortgagor, the successors and assigns of Mortgagor
(and each of them) and all subsequent owners, encumbrancers and tenants of the
Mortgaged Property, and shall inure to the benefit of Mortgagee, its successors
and assigns. The word "Mortgagor" shall be construed as if it read "Mortgagors"
whenever the sense of this Mortgage so requires and if there shall be more than
one Mortgagor, the obligations of Mortgagors shall be joint and several.

            31. No Waivers, etc. Any failure by Mortgagee to insist upon the
strict performance by Mortgagor of any of the terms and provisions of this
Mortgage shall not be deemed to be a waiver of any of the terms and provisions
hereof, and Mortgagee, notwithstanding any such failure, shall have the right
thereafter to insist upon the strict performance by Mortgagor of any and all of
the terms and provisions of this Mortgage to be performed by Mortgagor.
Mortgagee may release, regardless of consideration and without the necessity for
any notice to or consent by the holder of any subordinate lien on the Mortgaged
Property, any part of the security held for the obligations secured by this
Mortgage without, as to the remainder of the security, in anywise impairing or
affecting the lien of this Mortgage or the priority of such lien over any
subordinate lien.

            32. Governing Law, etc. This Mortgage shall be governed by and
construed in accordance with the laws of New York, except that Mortgagor
expressly acknowledges that by its terms the Credit Agreement and any Note shall
be governed and construed in accordance with the laws of the State of New York,
without regard to principles of conflict of law, and for purposes of
consistency, Mortgagor agrees that in any in personam proceeding related to this
Mortgage the rights of the parties to this Mortgage shall also be governed by
and construed in accordance with the laws of the State of New York governing
contracts made and to be performed in that State, without regard to principles
of conflict of law.

            33. Certain Definitions. Unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, words used in
this Mortgage shall be used interchangeably in singular or plural form and the
word "Mortgagor" shall mean "each Mortgagor or any subsequent owner or owners of
the Mortgaged Property or any part thereof or interest therein," the word
"Mortgagee" shall mean "Mortgagee or any successor agent for the


                                                                              17



Lenders," the word "person" shall include any individual, corporation,
partnership, trust, unincorporated association, government, governmental
authority, or other entity, and the words "Mortgaged Property" shall include any
portion of the Mortgaged Property or interest therein. Whenever the context may
require, any pronouns used herein shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural and vice versa. The captions in this Mortgage are for
convenience or reference only and in no way limit or amplify the provisions
hereof.

            34. [INTENTIONALLY OMITTED]

            35. Local Law Provisions.

            (a) Principles Of Construction. In the event of any inconsistencies
between the terms and conditions of this Section 35 and the other terms and
conditions of this Mortgage, the terms and conditions of this Section 35 shall
control and be binding.

            (b) Special Allocation of Revolving Debt. Pursuant to the Loan
Documents, the principal amount of the Obligations is comprised of, inter alia,
Revolving Commitments and Term Loans (as each such term is defined in the Credit
Agreement). For purposes of this Mortgage, it is the intent of the parties that
this mortgage only secure a portion of the Term Loan portion of the Obligations
as set forth in Section 35(c) below.

            (c) Maximum Principal Amount Secured. Notwithstanding anything
contained herein to the contrary, the maximum amount of principal indebtedness
secured by this Mortgage at execution or which under any contingency may become
secured hereby at any time hereafter is $2,213,200 of the Term Loan portion of
the Obligations plus all amounts expended by Mortgagee, after default by
Mortgagor hereunder, to enforce, defend and/or maintain the lien of said
mortgage or to protect the property encumbered by said mortgage, or the value
thereof, including, without limitation, all mortgage recording taxes, all
amounts in respect of insurance premiums and all real estates taxes, charges or
assessments imposed by law upon the Premises, interest at the default rate or
any other amount, cost or charge to which Agent and/or the Lenders may become
subrogated upon payment as a result of Borrower's failure to pay as required by
the terms of this Mortgage plus all accrued but unpaid interest on the
obligations secured hereby (the "Secured Amount").

            (d) Last Dollar. For purposes of this Mortgage, the Secured Amount
shall be reduced only by the last and final sums that the Borrower repays with
respect to the Term Loan and shall not be reduced by any intervening repayments
of the Loan by Borrower. So long as the balance of the Term Loans equals or
exceeds the Secured Amount, the amount of the Term Loans secured by this
Mortgage shall at all times equal only the Secured Amount as more fully
described in Section 35(c) hereof. The Secured Amount shall be reduced only by
the last and final sums that Borrower repays under the Term Loans.

            (e) Trust Fund. Pursuant to Section 13 of the New York Lien Law,
Mortgagor shall receive the advances secured hereby and shall hold the right to
receive the advances as a trust fund to be applied first for the purpose of
paying the cost of any improvement and shall


                                                                              18



apply the advances first to the payment of the cost of any such improvement on
the Mortgaged Property before using any part of the total of the same for any
other purpose.

            (f) Commercial Property. Mortgagor represents that this Mortgage
does not encumber real property principally improved or to be improved by one or
more structures containing in the aggregate not more than six residential
dwelling units, each having its own separate cooking facilities.

            (g) Insurance. In the event of any conflict, inconsistency or
ambiguity between the provisions of Section 5 hereof and the provisions of
subsection 4 of Section 254 of the Real Property Law of New York covering the
insurance of buildings against loss by fire, the provisions of Section 5 hereof
shall control.

            (h) Leases. The Mortgagee shall have all of the rights against
lessees of the Real Estate set forth in Section 291-f of the Real Property Law
of New York.

            (i) Statutory Construction. The clauses and covenants contained in
this Mortgage that are construed by Section 254 of the New York Real Property
Law shall be construed as provided in Section 254. The additional clauses and
covenants contained in this Mortgage shall afford rights supplemental to and not
exclusive of the rights conferred by the clauses and covenants construed by
Section 254 and shall not impair, modify, alter or defeat such rights,
notwithstanding that such additional clauses and covenants may relate to the
same subject matter or provide for different or additional rights in the same or
similar contingencies as the clauses and covenants construed by Section 254. The
rights of Mortgagee arising under the clauses and covenants contained in this
Mortgage shall be separate, distinct and cumulative and none of them shall be in
exclusion of the others. No act of Mortgagee shall be construed as an election
to proceed under any one provision herein to the exclusion of any other
provision, anything herein or otherwise to the contrary notwithstanding. In the
event of any inconsistencies between the provisions of Section 254 and the
provisions of this Mortgage, the provisions of this Mortgage shall prevail.

            (j) Non-Judicial Foreclosure. In addition to any other remedy
available to Agent under Section 15 of this Mortgage or otherwise, upon the
occurrence of an Event of Default, Mortgagee shall have the right to sell the
Mortgaged Property pursuant to Article 14 of the New York Real Property Actions
and Proceedings Law.

                [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]


                                                                              19



This Mortgage has been duly executed by Mortgagor on the date first above
written.

                                       CLARKE AMERICAN CHECKS, INC.

                                       By:/s/ Peter A. Fera Jr.
                                          ------------------------------------
                                          Name: Executive Vice President and
                                                Chief Financial Officer


                                                                              20



STATE OF NEW YORK )
                  ) ss.
COUNTY OF NEW YORK)

            On the 30 day of April in the year 2007 before me, the
undersigned, a Notary Public in and for said State, personally appeared
Peter A. Fera Jr., personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.


/s/ Joshua Babbit
- -------------------------------
        Notary Public


                                                                              21



                                   Schedule A

                           Description of the Premises

ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Salina, County of
Onondaga and State of New York being part of Military Lot No. 1 in said town,
being part of lands conveyed by Albert Bittel, et al. to Harry Wiesner by deed
dated December 19, 1962 in Book 2124 of Deeds at page 407 and part of lands
conveyed by County of Onondaga to Harry Wiesner by deed dated July 28, 1964 and
recorded September 22, 1964 in Book 2216 of Deeds at page 551 and being known as
Lot No. 9 of the Metropolitan Park Tract, according to a map made by Alfred N.
Ianuzi Jr., Licensed Land Surveyor, dated October 25, 1976 and flied in the
Onondaga County Clerk's Office on May 17, 1985 as Map No. 6279, and more
particularly described as follows:

BEGINNING at a point in the southerly boundary of Metropolitan Drive, said point
being 1,401.14 feet distant easterly, as measured along said southerly boundary
of Metropolitan Drive from the point of curvature of a small curve at the
intersection of said southerly boundary of Metropolitan Park with the easterly
boundary of Henry Clay Boulevard (formerly Seventh North Street);

THENCE easterly, northeasterly, and northerly along the southerly, and
southeasterly and easterly boundary of Metropolitan Drive following a curve to
the left, having a radius of 210.00 feet, an arc distance of 255.88 feet to a
point therein;

THENCE S 70(degree) 20' 21" E through said lands conveyed to Wiesner, a distance
of 373.66 feet to a point in the easterly boundary of said lands conveyed to
Wiesner, said point being in the division line between said Lot No. 1 on the
west and Lot No. 2 on the east;

THENCE S 03(degree) 17' 26" W along said division line, a distance of 680.89
feet to the southerly most corner of said second above mentioned lands conveyed
to Wiesner;

THENCE N 35(degree) 59' 15" W, along the southwesterly boundary of said second
above mentioned lands, a distance of 290.74 feet to the northerly boundary of
lands conveyed by Joseph Albanese to County of Onondaga by deed dated June 30,
1949 and recorded in Onondaga County Clerk's Office July 1, 1949 in Book 1392 of
Deeds at page 426;

THENCE N 86(degree) 41' 30" W, along said northerly boundary, a distance of
24.49 feet to a point therein;

THENCE N 36(degree) 06' 47" W, a distance of 531.64 feet to the point of
beginning.

EX-4.17

STATE OF SOUTH CAROLINA

COUNTY OF LEXINGTON


                                    MORTGAGE

                                      from

                       JOHN H. HARLAND COMPANY, Mortgagor

                                       to

        CREDIT SUISSE, CAYMAN ISLANDS BRANCH as administrative agent and
                           collateral agent, Mortgagee

                             DATED AS OF MAY 1, 2007


                       After recording, please return to:

                              Latham & Watkins LLP
                                 885 Third Ave.
                               New York, NY 10022

                               ATTN: Curtis Peele


                         COLLATERAL INCLUDES FIXTURES.
                 THIS DOCUMENT SERVES AS A FIXTURE FILING UNDER
                      SOUTH CAROLINA CODE SECTION 36-9-502




                                                                  South Carolina

            THIS MORTGAGE, dated as of May 1, 2007 is made by JOHN H. HARLAND
COMPANY, a Georgia corporation ("Mortgagor"), whose address c/o Clarke American
Corp., 10931 Laureate Drive, San Antonio, TX 78249, to CREDIT SUISSE, CAYMAN
ISLANDS BRANCH, as administrative agent and collateral agent (in such capacities
and together with its successors, the "Agent") for the Lenders, referred to
below ("Mortgagee"), whose address is Eleven Madison Avenue, New York, New York
10010. References to this "Mortgage" shall mean this instrument and any and all
renewals, modifications, amendments, supplements, extensions, consolidations,
substitutions, spreaders and replacements of this instrument.

                                   Background

            A. Clarke American Corp., as borrower, and certain other affiliates
of Mortgagor, as subsidiary co-borrowers, have entered into a Credit Agreement
dated as of April 4, 2007, as modified by the pre-funding Joinder Agreement and
the post-acquisition Joinder Agreement, each dated as of the date hereof (and as
may be amended, supplemented or otherwise further modified from time to time,
the "Credit Agreement"), with several banks and other financial institutions
from time to time parties thereto (the "Lenders") and Mortgagee. The terms of
the Credit Agreement are incorporated by reference in this Mortgage as if the
terms thereof were fully set forth herein.

            Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement. In the event of a conflict
between this Mortgage and the Credit Agreement, the terms and provisions of the
Credit Agreement shall control. References in this Mortgage to the "Interest
Rates" shall mean the interest rates provided for in Sections 2.11 and 2.12 of
the Credit Agreement.

            B. Mortgagor is the owner of the parcel(s) of real property
described on Schedule A attached hereto and made a part hereof (such real
property, together with all of the buildings, improvements, structures and
fixtures (including, without limitation, to the extent owned by Mortgagor all
gas and electric fixtures, radiators, heaters, docks, engines and machinery,
boilers, ranges, elevators and motors, plumbing, heating and air conditioning
fixtures, carpeting and other floor coverings, water heaters, cleaning apparatus
and other items which are or are to be attached to such real property) now or
subsequently located thereon (the "Improvements"), being collectively referred
to as the "Real Estate").

            C. Subject to the terms and conditions of the Credit Agreement, (i)
each Tranche B Term Lender has agreed, severally and not jointly, to make a
Tranche B Term Loan to Mortgagor, as evidenced by the Credit Agreement and if
requested by any Lender, a promissory note (a "Note"); (ii) the Swingline Lender
has agreed to make Swingline Loans to Mortgagor; (iii) each Revolving Credit
Lender has agreed, severally and not jointly, to make Revolving Loans to
Mortgagor; and (iv) the Issuing Banks have agreed to issue letters of credit on
behalf of Mortgagor (the "Letters of Credit") and (v) certain lenders may make
additional extensions of credit under incremental loan facilities. The
obligations to reimburse L/C Disbursements (the "Reimbursement Obligations")
with respect to drawings under the Letters of Credit are evidenced by the Credit
Agreement.




            D. The obligations of the Lenders to make the Loans and to issue
Letters of Credit are conditioned upon, among other things, the execution and
delivery by Mortgagor of this Mortgage.

                                Granting Clauses

            For ten dollars ($10) and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, Mortgagor agrees
that to secure:

            (a)   repayment of the principal in the amount of $2,150,000,000 or
                  so much thereof as may be outstanding from time to time of and
                  payment of interest (including, without limitation, interest
                  accruing after the maturity of the Loans made by each Lender
                  and interest accruing after the filing of any petition in
                  bankruptcy, or the commencement of any insolvency,
                  reorganization or like proceeding, relating to Mortgagor,
                  whether or not a claim for post-filing or post-petition
                  interest is allowed in such proceeding) on the Loans made by
                  each Lender to, and the Notes, if any, held by each Lender of,
                  Mortgagor;

            (b)   payment of all Reimbursement Obligations with respect to
                  drawings under the Letters of Credit;

            (c)   payment of all Secured Obligations;

            (d)   payment of all other obligations and liabilities of Mortgagor
                  to Mortgagee and the Lenders, whether direct or indirect,
                  absolute or contingent, due or to become due, or now existing
                  or hereafter incurred, which may arise under, out of, or in
                  connection with, the Credit Agreement, any Note, the Letters
                  of Credit, the Guarantee and Collateral Agreement (including
                  Borrower Obligations as defined therein), this Mortgage, the
                  other Collateral Documents and other Loan Documents or any
                  agreement providing for Secured Obligations or any other
                  document made, delivered or given in connection herewith or
                  therewith, in each case whether on account of principal,
                  interest, Reimbursement Obligations, fees, indemnities, costs,
                  expenses or otherwise (including, without limitation, all
                  reasonable fees and disbursements of counsel to Mortgagee or
                  to the Lenders that are required to be paid by Mortgagor
                  pursuant to the terms of the Credit Agreement, this Mortgage
                  or any other Loan Documents) (the items set forth in clauses
                  (a) through (d) being referred to herein collectively as the
                  "Indebtedness"); and

            (e)   the performance and observance of each obligation, term,
                  covenant and condition to be performed or observed by
                  Mortgagor (the "Obligations") under, in connection with or
                  pursuant to the provisions of the Credit Agreement, any Note,
                  the Letters of Credit, the Guarantee and Collateral Agreement,
                  this Mortgage and any of the other Collateral Documents or


                                                                               2



                  any of the other Loan Documents or any agreement providing for
                  Secured Obligations;

MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND
HEREBY MORTGAGES, GRANTS, ASSIGNS, TRANSFERS, HYPOTHECATES, PLEDGES, CONVEYS AND
SETS OVER TO MORTGAGEE WITH MORTGAGE COVENANTS:

            (A) the Real Estate;

            (B) all the estate, right, title, interest, claim or demand
      whatsoever of Mortgagor, in possession or expectancy, in and to the Real
      Estate or any part thereof;

            (C) all right, title, estate and interest of Mortgagor in, to and
      under all easements, rights of way, strips and gores of land, streets,
      ways, alleys, passages, sewer rights, waters, water courses, water and
      riparian rights, development rights, air rights, mineral rights and all
      estates, rights, titles, interests, privileges, licenses, tenements,
      hereditaments and appurtenances belonging, relating or appertaining to the
      Real Estate, and any reversions, remainders, rents, issues, profits and
      revenue thereof and all land lying in the bed of any street, road or
      avenue, in front of or adjoining the Real Estate to the center line
      thereof;

            (D) all right, title, estate and interest of Mortgagor in and to all
      of the fixtures, "equipment" (as defined in the Uniform Commercial Code)
      chattels, business machines, machinery, apparatus, equipment, furnishings,
      fittings and articles of personal property of every kind and nature
      whatsoever, and all appurtenances and additions thereto and substitutions
      or replacements thereof (together with, in each case, attachments,
      components, parts and accessories) currently owned or subsequently
      acquired by Mortgagor and now or subsequently attached to, or contained in
      or used or usable in any way in connection with any operation or letting
      of the Real Estate, including but without limiting the generality of the
      foregoing, all screens, awnings, shades, blinds, curtains, draperies,
      artwork, carpets, rugs, storm doors and windows, furniture and
      furnishings, heating, electrical, and mechanical equipment, lighting,
      switchboards, plumbing, ventilating, air conditioning and air-cooling
      apparatus, refrigerating, and incinerating equipment, escalators,
      elevators, loading and unloading equipment and systems, stoves, ranges,
      laundry equipment, cleaning systems (including window cleaning apparatus),
      telephones, communication systems (including satellite dishes and
      antennae), televisions, computers, sprinkler systems and other fire
      prevention and extinguishing apparatus and materials, security systems,
      motors, engines, machinery, pipes, pumps, tanks, conduits, appliances,
      fittings and fixtures of every kind and description (all of the foregoing
      in this paragraph (D) being referred to as the "Equipment");

            (E) all right, title, estate and interest of Mortgagor in and to all
      substitutes and replacements of, and all additions, improvements and
      concessions to, the Real Estate and the Equipment, subsequently acquired
      by or released to Mortgagor or constructed, assembled or placed by
      Mortgagor on the Real Estate, immediately upon such acquisition, release,
      construction, assembling or placement, including, without limitation,


                                                                               3



      any and all building materials whether stored at the Real Estate or
      offsite, and, in each such case, without any further mortgage, conveyance,
      assignment or other act by Mortgagor;

            (F) all right, title, estate and interest of Mortgagor in, to and
      under all leases, subleases, underlettings, occupancy agreements,
      concession agreements, management agreements, licenses and other
      agreements relating to the use or occupancy of the Real Estate or the
      Equipment or any part thereof, now existing or subsequently entered into
      by Mortgagor and whether written or oral and all guarantees of any of the
      foregoing (collectively, as any of the foregoing may be amended, restated,
      extended, renewed or modified from time to time, the "Leases"), and all
      rights of Mortgagor in respect of cash and securities deposited thereunder
      and the right to receive and collect the revenues, income, rents, issues
      and profits thereof, together with all other rents, royalties, issues,
      profits, revenue, income and other benefits arising from the use and
      enjoyment of the Mortgaged Property (as defined below) (collectively, the
      "Rents");

            (G) all right, title, estate and interest of Mortgagor in and to all
      trade names, trade marks, logos, copyrights, licenses, good will and books
      and records resident in any form or on any media relating to or used in
      connection with the operation of the Real Estate or the Equipment or any
      part thereof; all general intangibles (as defined in the Uniform
      Commercial Code) related to the operation of the Real Estate, Equipment or
      Improvements now existing or hereafter arising and the license to use
      intellectual property such as computer software owned or licensed by
      Mortgagor or other proprietary business information relating to
      Mortgagor's policies, procedures, manuals and trade secrets and related to
      the operation of the Real Estate or Equipment;

            (H) all right, title, estate and interest of Mortgagor in and to all
      unearned premiums under insurance policies now or subsequently obtained by
      Mortgagor relating to the Real Estate or Equipment and Mortgagor's
      interest in and to all proceeds of any such insurance policies (including
      title insurance policies) including the right to collect and receive such
      proceeds, subject to the provisions relating to insurance generally set
      forth below; and all awards and other compensation, including the interest
      payable thereon and the right to collect and receive the same, made to the
      present or any subsequent owner of the Real Estate or Equipment for the
      taking by eminent domain, condemnation or otherwise, of all or any part of
      the Real Estate or any easement or other right therein;

            (I) all right, title, estate and interest of Mortgagor in and to (i)
      all contracts from time to time executed by Mortgagor or any manager or
      agent on its behalf relating to the ownership, construction, maintenance,
      repair, operation, occupancy, sale, leasing or financing of the Real
      Estate or Equipment or any part thereof and all agreements relating to the
      purchase or lease of any portion of the Real Estate or any property which
      is adjacent to the Real Estate, together with the right to exercise such
      options and all leases of Equipment (collectively, the "Contracts"), (ii)
      all consents, licenses, permits variances, building permits, certificates
      of occupancy and other governmental approvals relating to construction,
      completion, occupancy, use or operation of the Real Estate or any part


                                                                               4



      thereof (collectively, the "Permits") and (iii) all drawings, plans,
      specifications and similar or related items relating to the Real Estate
      (collectively, the "Plans");

            (J) all right, title, estate and interest of Mortgagor in and to any
      and all monies now or subsequently on deposit for the payment of real
      estate taxes or special assessments against the Real Estate or for the
      payment of premiums on insurance policies covering the foregoing property
      or otherwise on deposit with or held by Mortgagee as provided in this
      Mortgage; and all "documents" as defined in the Uniform Commercial Code or
      other receipts covering, evidencing or representing goods now owned or
      hereafter acquired by Mortgagor (collectively, "Documents"); all (i)
      "instruments" as defined in the Uniform Commercial Code, "chattel paper"
      as defined in the Uniform Commercial Code, or letters of credit,
      evidencing, representing, arising from or existing in respect of, relating
      to, securing or otherwise supporting the payment of, any of the Mortgaged
      Property (including, without limitation, promissory notes, drafts, bills
      of exchange and trade acceptances) and chattel paper obtained by Mortgagor
      in connection with the Mortgaged Property (including, without limitation,
      all ledger sheets, computer records and printouts, databases, programs,
      books of account and files of Mortgagor relating thereto) and (ii) notes
      or other obligations of indebtedness relating to the Mortgaged Property
      and owing to Mortgagor from whatever source arising, in each case now
      owned or hereafter acquired by Mortgagor; all "inventory" as defined in
      the Uniform Commercial Code, whether now or hereafter existing or
      acquired, and which arises out of or is used in connection with, directly
      or indirectly, the ownership and operation of the Mortgaged Property, all
      Documents representing the same and all proceeds and products of the same
      (including, without limitation, all goods, merchandise, raw materials,
      work in process and other personal property, wherever located, now or
      hereafter owned or held by Mortgagor for manufacture, processing, the
      providing of services or sale, use or consumption in the operation of the
      Mortgaged Property (including, without limitation, fuel, supplies and
      similar items and all substances commingled therewith or added thereto)
      and rights and claims of Mortgagor against anyone who may store or acquire
      the same for the account of Mortgagor, or from whom Mortgagor may purchase
      the same); and

            (K) all proceeds (as defined in the Uniform Commercial Code) which,
      in any event, shall include, without limitation, all proceeds, products,
      offspring, rents, profits or receipts, in whatever form, arising from the
      Mortgaged Property (including, without limitation, (i) cash, instruments
      and other property received, receivable or otherwise distributed in
      respect of or in exchange for any or all of the Mortgaged Property, (ii)
      the collection, sale, lease, sublease, concession, exchange, assignment,
      licensing or other disposition of, or realization upon, any item or
      portion of the Mortgaged Property (including, without limitation, all
      claims of Mortgagor against third parties for loss of, damage to,
      destruction of, or for proceeds payable under, or unearned premiums with
      respect to, policies of insurance in respect of, any the Mortgaged
      Property now existing or hereafter arising), (iii) any and all proceeds of
      any insurance, indemnity, warranty or guaranty payable to Mortgagor from
      time to time with respect to any of the Mortgaged Property, (iv) any and
      all payments (in any form whatsoever) made or due and payable to Mortgagor
      from time to time in connection with the requisition, confiscation,
      condemnation, seizure or forfeiture of all or any part of the Mortgaged
      Property by any


                                                                               5



      governmental authority (or any person acting under color of Governmental
      Authority) and (v) any and all other amounts from time to time paid or
      payable under or in connection with any of the Mortgaged Property), both
      cash and noncash, of the foregoing;

            (All of the foregoing property and rights and interests now owned or
      held or subsequently acquired by Mortgagor and described in the foregoing
      clauses (A) through (E) are collectively referred to as the "Premises",
      and those described in the foregoing clauses (A) through (K) are
      collectively referred to as the "Mortgaged Property").

            TO HAVE AND TO HOLD the Mortgaged Property and the rights and
privileges hereby mortgaged unto Mortgagee, its successors and assigns for the
uses and purposes set forth herein, until the Indebtedness is fully paid and the
Obligations fully performed.

                              Terms and Conditions

            Mortgagor further represents, warrants, covenants and agrees with
Mortgagee as follows:

            1. Warranty of Title. Mortgagor warrants the good title to the
Premises, subject only to the matters that are set forth in Schedule B of any
title insurance policy or policies being issued to Mortgagee to insure the lien
of this Mortgage and Permitted Liens and any other matter that does not
materially interfere with use of the Real Estate as currently used (the
"Permitted Exceptions") and that Mortgagor has the full power, authority and
right to execute, deliver and perform its obligations under this Mortgage and to
encumber, mortgage, transfer, give, grant, bargain, sell, alienate, enfeoff,
convey, confirm, warrant, pledge, assign and hypothecate the same and that this
Mortgage is and will remain a valid and enforceable first lien on and security
interest in the Mortgaged Property, subject only to the Permitted Exceptions.
Mortgagor shall, until the satisfaction or release of this Mortgage, warrant,
defend and preserve such title and the validity and priority of the lien of this
Mortgage and shall, until the satisfaction or release of this Mortgage, warrant
and defend the same to Mortgagee against the claims of all persons whomsoever.

            2. Payment of Indebtedness. Mortgagor shall pay or cause to be paid
the Indebtedness at the times and places and in the manner specified in any
Note, the Credit Agreement, Guarantee and Collateral Agreement and any other
agreement providing for Secured Obligations and shall perform all the
Obligations in a timely manner.

            3. Requirements. (a) Mortgagor shall promptly comply with, or cause
to be complied with, and conform to (i) all present and future laws, statutes,
codes, ordinances, orders, judgments, decrees, rules, regulations and
requirements, and irrespective of the nature of the work to be done, with
respect to the Mortgaged Property of each Governmental Authority which has
jurisdiction over the Mortgaged Property and (ii) all covenants, restrictions
and conditions now or later of record which may be applicable to any of the
Mortgaged Property, or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or reconstruction of any of the
Mortgaged Property, except (in each such case) to the extent that failure to
comply therewith could not, in the aggregate, reasonably be expected to have a


                                                                               6



Material Adverse Effect. All present and future laws, statutes, codes,
ordinances, orders, judgments, decrees, rules, regulations and requirements of
every Governmental Authority applicable to Mortgagor in connection with the
Mortgaged Property or to any of the Mortgaged Property and all covenants,
restrictions, and conditions which now or later may be applicable to any of the
Premises are collectively referred to as the "Legal Requirements".

            (b) Notwithstanding the provisions of paragraph (a) of this Section,
Mortgagor shall have the right to contest or object in good faith to the
validity or application of any Legal Requirement by appropriate legal
proceedings diligently conducted in good faith, but such right shall not be
deemed or construed in any way as relieving, modifying, or extending Mortgagor's
covenant to comply with any such Legal Requirement unless (i) Mortgagor has
given prior written notice to Mortgagee of Mortgagor's intent so to contest or
object to such Legal Requirement, (ii) Mortgagor shall demonstrate to
Mortgagee's reasonable satisfaction that any delay in compliance with such Legal
Requirement shall not entail a risk of forfeiture of any of the Mortgaged
Property or subject Mortgagor or Mortgagee to any criminal liability, (iii) by
the terms of such Legal Requirement, compliance therewith pending prosecution of
any such legal proceeding may legally be delayed without incurring any lien,
charge or liability of any kind against the Mortgaged property (other than for
Permitted Exceptions), or any part thereof, unless Mortgagor shall furnish a
good and sufficient bond or surety as required by and reasonably satisfactory to
Mortgagee and (iv) all Permits remain in effect.

            4. Payment of Taxes and Other Impositions. Promptly when due,
Mortgagor shall pay and discharge (or cause to be paid and discharged) all
material tax liabilities (the "Impositions"), before the same shall become
delinquent or in default in accordance with Section 5.04 of the Credit Agreement

            5. Insurance. (a) Mortgagor shall maintain or cause to be maintained
on all of the Premises proper insurance in accordance with Section 5.10 of the
Credit Agreement.

            (b) Each insurance policy (other than flood insurance) shall (x)
provide that the insurer affording such coverage shall mail 30 days' written
notice to the Agent in the event of cancellation of such coverage, and (y) with
respect to all property insurance, provide for deductibles in an amount
reasonably satisfactory to Mortgagee and contain a "Replacement Cost
Endorsement" without any deduction made for depreciation and with no
co-insurance penalty (or attaching an agreed amount endorsement satisfactory to
Mortgagee), with loss payable solely to Mortgagee (modified, if necessary, to
provide that proceeds in the amount of replacement cost may be retained by
Mortgagee without the obligation to rebuild) as its interest may appear, without
contribution, under a "standard" or "New York" mortgagee clause acceptable to
Mortgagee. Liability insurance policies shall name Mortgagee as an additional
insured and contain a waiver of subrogation against Mortgagee. Each policy shall
expressly provide that any proceeds which are payable to Mortgagee shall be paid
by check payable to the order of Mortgagee and Mortgagor and requiring the
endorsement of Mortgagee and Mortgagor.

            (c) Mortgagor shall deliver to Mortgagee a certificate of such
insurance on the appropriate Acord Form(s) reasonably acceptable to Mortgagee.
Mortgagor shall (i) pay as they become due all premiums for such insurance and
(ii) concurrently with the expiration of each


                                                                               7



policy to be furnished pursuant to the provisions of this Section 5, deliver a
certificate of insurance in substantially the same form as described in the
first sentence of this Section 5(c).

            (d) Mortgagor promptly shall comply with and conform to (i) all
provisions of each such insurance policy, and (ii) all requirements of the
insurers applicable to Mortgagor or to any of the Mortgaged Property or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property. Mortgagor shall not use or permit the
use of the Mortgaged Property in any manner which would permit any insurer to
cancel any insurance policy or void coverage required to be maintained by this
Mortgage.

            (e) If the Mortgaged Property, or any material part thereof, shall
be destroyed or damaged, Mortgagor shall give prompt notice thereof to
Mortgagee. If an Event of Default shall have occurred and be continuing, and the
Mortgagee delivers notice to the Mortgagor that it is exercising its rights
under this Section 5(e), then all insurance proceeds shall be paid to Mortgagee
to be held by Mortgagee as collateral to secure the payment and performance of
the Indebtedness and the Obligations. At all other times, Mortgagor shall have
the right to adjust such loss, and the insurance proceeds relating to such loss
shall be paid over to Mortgagor and Mortgagor shall, promptly after any such
damage, repair such damage to the extent required under the Credit Agreement,
regardless of whether any insurance proceeds have been received or whether such
proceeds, if received, are sufficient to pay for the costs of repair; provided
that, any such insurance proceeds (net of fees and expenses incurred in
connection with the applicable casualty event or the recovery of such insurance
proceeds, taxes paid or estimated in good faith to be payable as a result
thereof and amounts required to be applied to the repayment of principal,
premium, prepayment fees, penalties, if any and interest on Indebtedness
required to be paid as a result thereof) that are not so applied shall be deemed
to be, and shall be treated as, Net Proceeds from an Asset Sale pursuant to and
in accordance with the terms of Sections 2.20(a), (b) and (c) of the Credit
Agreement (and shall be subject to such provisions (I) whether or not such net
insurance proceeds derive from property or assets used in or related to
businesses contemplated to be excluded from such application in accordance with
the definition of "Designated Asset Sale" contained in the Credit Agreement and
(II) without regard to whether any of the enumerated exclusions contained in the
definition of "Asset Sale" contained in the Credit Agreement may be applicable).
If an Event of Default shall have occurred and be continuing, Mortgagee shall
have the right to adjust such loss and use the insurance proceeds to pay the
Indebtedness or repair the Mortgaged Property in its sole and absolute
discretion.

            (f) In the event of foreclosure of this Mortgage or other transfer
of title to the Mortgaged Property, all right, title and interest of Mortgagor
to the benefit of insurance under any insurance policies then in force, which
are applicable to loss involving the Mortgaged Property, shall pass to the
purchaser or grantee.

            (g) Mortgagor may maintain insurance required under this Mortgage by
means of one or more blanket insurance policies maintained by Mortgagor;
provided, however, that (A) any such policy shall specify, or Mortgagor shall
furnish to Mortgagee a written statement from the insurer so specifying, the
maximum amount of the total insurance afforded by such blanket policy that is
applicable to the Premises and the other Mortgaged Property and any sublimits in
such blanket policy applicable to the Premises and the other Mortgaged Property
and


                                                                               8



(B) the protection afforded under any such blanket policy shall be no less than
that which would have been afforded under a separate policy or policies relating
only to the Mortgaged Property.

            6. Restrictions on Liens and Encumbrances. Except for the lien of
this Mortgage and the Permitted Exceptions, and except as permitted under the
Credit Agreement, Mortgagor shall not further mortgage, nor otherwise encumber
the Mortgaged Property nor create or suffer to exist any lien, charge or
encumbrance on the Mortgaged Property, or any part thereof, whether superior or
subordinate to the lien of this Mortgage and whether recourse or non-recourse.

            7. Due on Sale and Other Transfer Restrictions. Except as permitted
under the Credit Agreement or Section 10 hereof, Mortgagor shall not sell,
transfer, convey or assign all or any portion of, or any interest in, the
Mortgaged Property.

            8. Maintenance. Mortgagor shall maintain or cause to be maintained
all the Improvements in accordance with the provisions of Section 5.05 of the
Credit Agreement.

            9. Condemnation/Eminent Domain. Promptly upon obtaining actual
knowledge of the institution of any proceedings for the condemnation of the
Mortgaged Property, or any portion thereof, Mortgagor shall notify Mortgagee of
the pendency of such proceedings. If an Event of Default occurs and is
continuing, Mortgagee is hereby authorized and empowered by Mortgagor to settle
or compromise any claim in connection with such condemnation and to receive all
awards and proceeds thereof to be held by Mortgagee as collateral to secure the
payment and performance of the Indebtedness and the Obligations. Notwithstanding
the preceding sentence, provided no Event of Default shall have occurred and be
continuing, but subject to the terms and provisions of the Credit Agreement,
Mortgagor shall, at its expense, diligently prosecute any proceeding relating to
such condemnation, settle or compromise any claims in connection therewith in a
manner consistent with its reasonable business judgment and receive any awards
or proceeds thereof.

            10. Leases. Except as permitted under the Credit Agreement,
Mortgagor shall not (i) execute an assignment or pledge of any Lease relating to
all or any portion of the Mortgaged Property other than in favor of Mortgagee,
or (ii) execute or permit to exist any Lease of any of the Mortgaged Property.

            11. Further Assurances. To further assure Mortgagee's rights under
this Mortgage, Mortgagor agrees upon demand of Mortgagee to do any act or
execute any additional documents (including, but not limited to, security
agreements on any personalty included or to be included in the Mortgaged
Property, a separate assignment of each Lease in recordable form and any Uniform
Commercial Code financing statements) as may be reasonably required by Mortgagee
to confirm the lien of this Mortgage and all other rights or benefits conferred
on Mortgagee.

            12. Mortgagee's Right to Perform. If Mortgagor fails to perform any
of the covenants or agreements of Mortgagor (other than with respect to the
failure to maintain insurance as required hereunder, in which case Mortgagee can
immediately perform), and such failure constitutes an Event of Default, without
waiving or releasing Mortgagor from any obligation or default under this
Mortgage, Mortgagee may, at any time (but shall be under no


                                                                               9



obligation to) pay or perform the same, and the amount or cost thereof, with
interest at the rate provided for in the Credit Agreement, shall immediately,
upon notice to Mortgagor, be due from Mortgagor to Mortgagee and the same shall
be secured by this Mortgage and shall be a lien on the Mortgaged Property prior
to any right, title to, interest in or claim upon the Mortgaged Property
attaching subsequent to the lien of this Mortgage. No payment or advance of
money by Mortgagee under this Section 12 shall be deemed or construed to cure
Mortgagor's default or waive any right or remedy of Mortgagee.

            13. Hazardous Material. Mortgagee shall have the right at any time
to conduct an environmental audit of the Premises, if it reasonably believes
there has been a violation of applicable Environmental Laws in connection with
such Premises, and Mortgagor shall cooperate in the conduct of such
environmental audit. Mortgagor shall comply with all provisions of the Credit
Agreement regarding Hazardous Materials and Environmental Laws.

            14. Events of Default. The occurrence of an Event of Default under
the Credit Agreement shall constitute an Event of Default hereunder.

            15. Remedies. (a) Upon the occurrence and during the continuation of
any Event of Default, in addition to any other rights and remedies Mortgagee may
have pursuant to the Loan Documents, or as provided by law, and without
limitation, Mortgagee may immediately take such action, without notice or
demand, as it deems advisable to protect and enforce its rights against
Mortgagor and in and to the Mortgaged Property, including, but not limited to,
the following actions, each of which may be pursued concurrently or otherwise,
at such time and in such manner as Mortgagee may determine, in its sole
discretion, without impairing or otherwise affecting the other rights and
remedies of Mortgagee:

            (i) Mortgagee may, to the extent permitted by applicable law, (A)
      take immediate possession of all of the Mortgaged Property and take such
      action as Mortgagee, in its sole judgment, deems necessary to protect and
      preserve the Mortgaged Property, (B) institute, maintain and complete an
      action of mortgage foreclosure against all or any part of the Mortgaged
      Property and cause the Mortgaged Property to be sold in total or in parts,
      (C) purchase the Mortgaged Property at foreclosure sale, (D) institute and
      maintain an action on the Indebtedness, (E) sell all or part of the
      Mortgaged Property (Mortgagor expressly granting to Mortgagee the power of
      sale), or (F) take such other action at law or in equity for the
      enforcement of this Mortgage or any of the Loan Documents as the law may
      allow. Mortgagee may proceed in any such action to final judgment and
      execution thereon for all sums due hereunder, together with interest
      thereon at the rate provided for in the Credit Agreement and all costs of
      suit, including, without limitation, reasonable attorneys' fees and
      disbursements. Interest at the rate provided for in the Credit Agreement
      shall be due on any judgment obtained by Mortgagee from the date of
      judgment until actual payment is made of the full amount of the judgment.

            (ii) Mortgagee may personally, or by its agents, attorneys and
      employees and without regard to the adequacy or inadequacy of the
      Mortgaged Property or any other collateral as security for the
      Indebtedness and Obligations enter into and upon the Mortgaged Property
      and each and every part thereof and exclude Mortgagor and its agents and
      employees therefrom without liability for trespass, damage or otherwise


                                                                              10



      (Mortgagor hereby agreeing to surrender possession of the Mortgaged
      Property to Mortgagee upon demand at any such time) and use, operate,
      manage, maintain and control the Mortgaged Property and every part
      thereof. Following such entry and taking of possession, Mortgagee shall be
      entitled, without limitation, (x) to lease all or any part or parts of the
      Mortgaged Property for such periods of time and upon such conditions as
      Mortgagee may, in its discretion, deem proper, (y) to enforce, cancel or
      modify any Lease and (z) generally to execute, do and perform any other
      act, deed, matter or thing concerning the Mortgaged Property as Mortgagee
      shall deem appropriate as fully as Mortgagor might do.

            (b) In case of a foreclosure sale, the Real Estate may be sold, at
Mortgagee's election, in one parcel or in more than one parcel and Mortgagee is
specifically empowered, (without being required to do so, and in its sole and
absolute discretion) to cause successive sales of portions of the Mortgaged
Property to be held.

            16. Sale of the Properties; Application of Proceeds. Subject to the
requirements of applicable law and the Credit Agreement, the proceeds or avails
of a foreclosure sale and all moneys received by Mortgagee pursuant to any right
given or action taken under the provisions of this Mortgage, shall be applied as
follows:

            First: To the payment of the costs and expenses of any such sale or
other enforcement proceedings in accordance with the terms hereof and of any
judicial proceeding wherein the same may be made, and in addition thereto,
reasonable compensation to Mortgagee, its agents and counsel, and of all sums
due to Mortgagee under the Loan Documents and all actual out-of-pocket expenses,
advances, liabilities and sums made or furnished or incurred by Mortgagee or the
holders under this Mortgage and the Loan Documents, together with interest at
the rate provided for in the Credit Agreement (or such lesser amount as may be
the maximum amount permitted by law), and all taxes, assessments or other
charges, except any taxes, assessments or other charges subject to which the
Mortgaged Property shall have been sold;

            Second: To the payment of the Indebtedness and Obligations in
accordance with Section 2.16(b) of the Credit Agreement; and

            Third: To the payment of the surplus, if any, to whomsoever may be
lawfully entitled to receive the same.

            17. Right of Mortgagee to Credit Sale. Upon the occurrence of any
sale made under this Mortgage, whether made under the power of sale or by virtue
of judicial proceedings or of a judgment or decree of foreclosure and sale,
Mortgagee may bid for and acquire the Mortgaged Property or any part thereof. In
lieu of paying cash therefor, Mortgagee may make settlement for the purchase
price by crediting upon the Indebtedness or other sums secured by this Mortgage
the net sales price after deducting therefrom the expenses of sale and the cost
of the action and any other sums which Mortgagee is authorized to deduct under
this Mortgage. In such event, this Mortgage, the Credit Agreement, any Note, the
Guarantee and Collateral Agreement and documents evidencing expenditures secured
hereby may be presented to the Person conducting the sale in order that the
amount so used or applied may be credited upon the Indebtedness as having been
paid.


                                                                              11



            18. Appointment of Receiver. If an Event of Default shall have
occurred and be continuing, Mortgagee as a matter of right and without notice to
Mortgagor, unless otherwise required by applicable law, and without regard to
the adequacy or inadequacy of the Mortgaged Property or any other collateral as
security for the Indebtedness and Obligations or the interest of Mortgagor
therein, shall have the right to apply to any court having jurisdiction to
appoint a receiver or receivers or other manager of the Mortgaged Property, and
Mortgagor hereby irrevocably consents to such appointment and waives notice of
any application therefor (except as may be required by law). Any such receiver
or receivers shall have all the usual powers and duties of receivers in like or
similar cases and all the powers and duties of Mortgagee in case of entry as
provided in this Mortgage, including, without limitation and to the extent
permitted by law, the right to enter into leases of all or any part of the
Mortgaged Property, and shall continue as such and exercise all such powers
until the date of confirmation of sale of the Mortgaged Property unless such
receivership is sooner terminated.

            19. Extension, Release, etc. (a) Without affecting the lien or
charge of this Mortgage upon any portion of the Mortgaged Property not then or
theretofore released as security for the full amount of the Indebtedness,
Mortgagee may, from time to time and without notice, agree to (i) release any
person liable for the Indebtedness, (ii) extend the maturity or alter any of the
terms of the Indebtedness or any guaranty thereof, (iii) grant other
indulgences, (iv) release or reconvey, or cause to be released or reconveyed at
any time at Mortgagee's option any parcel, portion or all of the Mortgaged
Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto. If at any time this Mortgage shall secure less
than all of the principal amount of the Indebtedness, it is expressly agreed
that any repayments of the principal amount of the Indebtedness shall not reduce
the amount of the lien of this Mortgage until the lien amount shall equal the
principal amount of the Indebtedness outstanding.

            (b) No recovery of any judgment by Mortgagee and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other
property of Mortgagor shall affect the lien of this Mortgage or any liens,
rights, powers or remedies of Mortgagee hereunder, and such liens, rights,
powers and remedies shall continue unimpaired.

            (c) If Mortgagee shall have the right to foreclose this Mortgage,
Mortgagor authorizes Mortgagee at its option to foreclose the lien of this
Mortgage subject to the rights of any tenants of the Mortgaged Property. The
failure to make any such tenants parties defendant to any such foreclosure
proceeding and to foreclose their rights will not be asserted by Mortgagor as a
defense to any proceeding instituted by Mortgagee to collect the Indebtedness or
to foreclose the lien of this Mortgage.

            (d) Unless expressly provided otherwise, in the event that ownership
of this Mortgage and title to the Mortgaged Property or any estate therein shall
become vested in the same Person, this Mortgage shall not merge in such title
but shall continue as a valid lien on the Mortgaged Property for the amount
secured hereby.

            20. Security Agreement under Uniform Commercial Code. (a) It is the
intention of the parties hereto that this Mortgage shall constitute a Security
Agreement within the meaning of the Uniform Commercial Code (the "Code") of the
State of South Carolina. Unless as


                                                                              12



otherwise provided for in the Credit Agreement, if an Event of Default shall
occur and be continuing, then in addition to having any other right or remedy
available at law or in equity, Mortgagee shall have the option of either (i)
proceeding under the Code and exercising such rights and remedies as may be
provided to a secured party by the Code with respect to all or any portion of
the Mortgaged Property which is personal property (including, without
limitation, taking possession of and selling such property) or (ii) treating
such property as real property and proceeding with respect to both the real and
personal property constituting the Mortgaged Property in accordance with
Mortgagee's rights, powers and remedies with respect to the real property (in
which event the default provisions of the Code shall not apply). If Mortgagee
shall elect to proceed under the Code, then ten days' notice of sale of the
personal property shall be deemed reasonable notice and the reasonable expenses
of retaking, holding, preparing for sale, selling and the like incurred by
Mortgagee shall include, but not be limited to, attorneys' fees and legal
expenses. At Mortgagee's request, Mortgagor shall assemble the personal property
and make it available to Mortgagee at a place designated by Mortgagee which is
reasonably convenient to both parties.

            (b) Mortgagor and Mortgagee agree, to the extent permitted by law,
that: (i) this Mortgage upon recording or registration in the real estate
records of the proper office shall constitute a financing statement filed as a
"fixture filing" within the meaning of the Code; (ii) Mortgagor is the record
owner of the Real Estate; and (iii) the addresses of Mortgagor and Mortgagee are
as set forth on the first page of this Mortgage.

            (c) Mortgagor, upon request by Mortgagee from time to time, shall
execute, acknowledge and deliver to Mortgagee one or more separate security
agreements, in form reasonably satisfactory to Mortgagee, covering all or any
part of the Mortgaged Property and will further execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, any financing
statement, affidavit, continuation statement or certificate or other document as
Mortgagee may reasonably request in order to perfect, preserve, maintain,
continue or extend the security interest under and the priority of this Mortgage
and such security instrument. Mortgagor further agrees to pay to Mortgagee on
demand all costs and expenses incurred by Mortgagee in connection with the
preparation, execution, recording, filing and re-filing of any such document and
all reasonable costs and expenses of any record searches for financing
statements Mortgagee shall reasonably require. If Mortgagor shall fail to
furnish any financing or continuation statement within 10 days after request by
Mortgagee, then pursuant to the provisions of the Code, Mortgagor hereby
authorizes Mortgagee, without the signature of Mortgagor, to execute and file
any such financing and continuation statements. The filing of any financing or
continuation statements in the records relating to personal property or chattels
shall not be construed as in any way impairing the right of Mortgagee to proceed
against any personal property encumbered by this Mortgage as real property, as
set forth above.

            21. Assignment of Rents and Leases. (a) In furtherance of and in
addition to the assignment made by Mortgagor herein, Mortgagor hereby absolutely
and unconditionally assigns, sells, transfers and conveys to Mortgagee all of
its right, title and interest in and to all Leases, whether now existing or
hereafter entered into, and all of its right, title and interest in and to all
Rents. This assignment is an absolute assignment and not an assignment for
additional security only. So long as no Event of Default shall have occurred and
be continuing, Mortgagor shall have a revocable license from Mortgagee to
exercise all rights extended to the landlord


                                                                              13



under the Leases, including the right to receive and collect all Rents and to
hold the Rents in trust for use in the payment and performance of the
Obligations and to otherwise use the same. The foregoing license is granted
subject to the conditional limitation that no Event of Default shall have
occurred and be continuing. Upon the occurrence and during the continuance of an
Event of Default, whether or not legal proceedings have commenced, and without
regard to waste, adequacy of security for the Obligations or solvency of
Mortgagor, the license herein granted shall automatically expire and terminate,
without notice by Mortgagee (any such notice being hereby expressly waived by
Mortgagor).

            (b) Mortgagor acknowledges that Mortgagee has taken all reasonable
actions necessary to obtain, and that upon recordation of this Mortgage,
Mortgagee shall have, to the extent permitted under applicable law, a valid and
fully perfected, first priority, present assignment of the Rents arising out of
the Leases and all security for such Leases subject to the Permitted Liens and
in the case of security deposits, rights of depositors and requirements of law.
Mortgagor acknowledges and agrees that upon recordation of this Mortgage,
Mortgagee's interest in the Rents shall be deemed to be fully perfected,
"choate" and enforced as to Mortgagor and all third parties, including, without
limitation, any subsequently appointed trustee in any case under Title 11 of the
United States Code (the "Bankruptcy Code"), without the necessity of commencing
a foreclosure action with respect to this Mortgage, making formal demand for the
Rents, obtaining the appointment of a receiver or taking any other affirmative
action.

            (c) Without limitation of the absolute nature of the assignment of
the Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall
constitute a "security agreement" for purposes of Section 552(b) of the
Bankruptcy Code, (b) the security interest created by this Mortgage extends to
property of Mortgagor acquired before the commencement of a case in bankruptcy
and to all amounts paid as Rents, and (c) such security interest shall extend to
all Rents acquired by the estate after the commencement of any case in
bankruptcy.

            22. Trust Funds. All lease security deposits of the Real Estate
shall be treated as trust funds not to be commingled with any other funds of
Mortgagor. Within 10 days after request by Mortgagee, Mortgagor shall furnish
Mortgagee satisfactory evidence of compliance with this Section 22, together
with a statement of all lease security deposits by lessees and copies of all
Leases not previously delivered to Mortgagee, which statement shall be certified
by Mortgagor.

            23. Additional Rights. The holder of any subordinate lien on the
Mortgaged Property shall have no right to terminate any Lease whether or not
such Lease is subordinate to this Mortgage nor shall any holder of any
subordinate lien join any tenant under any Lease in any action to foreclose the
lien or modify, interfere with, disturb or terminate the rights of any tenant
under any Lease. By recordation of this Mortgage all subordinate lienholders are
subject to and notified of this provision, and any action taken by any such
lienholder contrary to this provision shall be null and void. Unless as
otherwise provided for in the Credit Agreement, upon the occurrence, and during
the continuation, of any Event of Default, Mortgagee may, in its sole discretion
and without regard to the adequacy of its security under this Mortgage, apply
all or any part of any amounts on deposit with Mortgagee under this Mortgage
against all or any part of the Indebtedness. Any such application shall not be
construed to cure or waive any Default or


                                                                              14



Event of Default or invalidate any act taken by Mortgagee on account of such
Default or Event of Default.

            24. Notices. All notices, requests, demands and other communications
hereunder shall be given in accordance with the provisions of Section 9.01 of
the Credit Agreement to Mortgagor in care of Borrower and to Mortgagee as
specified therein.

            25. No Oral Modification. This Mortgage may not be amended,
supplemented or otherwise modified except in accordance with the provisions of
Section 9.02 of the Credit Agreement. To the extent permitted by Applicable Law,
any agreement made by Mortgagor and Mortgagee after the date of this Mortgage
relating to this Mortgage shall be superior to the rights of the holder of any
intervening or subordinate lien or encumbrance.

            26. Partial Invalidity. In the event any one or more of the
provisions contained in this Mortgage shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but each shall be
construed as if such invalid, illegal or unenforceable provision had never been
included. Notwithstanding to the contrary anything contained in this Mortgage or
in any provisions of the Indebtedness or Loan Documents, the obligations of
Mortgagor and of any other obligor under the Indebtedness or Loan Documents
shall be subject to the limitation that Mortgagee shall not charge, take or
receive, nor shall Mortgagor or any other obligor be obligated to pay to
Mortgagee, any amounts constituting interest in excess of the maximum rate
permitted by law to be charged by Mortgagee.

            27. Mortgagor's Waiver of Rights. To the fullest extent permitted by
law, Mortgagor waives the benefit of all laws now existing or that may
subsequently be enacted providing for (i) any appraisement before sale of any
portion of the Mortgaged Property, (ii) any extension of the time for the
enforcement of the collection of the Indebtedness or the creation or extension
of a period of redemption from any sale made in collecting such debt and (iii)
exemption of the Mortgaged Property from attachment, levy or sale under
execution or exemption from civil process. To the full extent Mortgagor may do
so, Mortgagor agrees that Mortgagor will not at any time insist upon, plead,
claim or take the benefit or advantage of any law now or hereafter in force
providing for any appraisement, valuation, stay, exemption, extension or
redemption, or requiring foreclosure of this Mortgage before exercising any
other remedy granted hereunder and Mortgagor, for Mortgagor and its successors
and assigns, and for any and all Persons ever claiming any interest in the
Mortgaged Property, to the extent permitted by law, hereby waives and releases
all rights of redemption, valuation, appraisement, stay of execution, notice of
election to mature or declare due the whole of the secured indebtedness and
marshalling in the event of foreclosure of the liens hereby created.

            28. Remedies Not Exclusive. Mortgagee shall be entitled to enforce
payment of the Indebtedness and performance of the Obligations and to exercise
all rights and powers under this Mortgage or under any of the other Loan
Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Indebtedness and Obligations may now or
hereafter be otherwise secured, whether by mortgage, security agreement, pledge,
lien, assignment or otherwise. Neither the acceptance of this Mortgage nor its
enforcement, shall prejudice or in any manner affect Mortgagee's right to
realize upon or enforce any other security


                                                                              15



now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be
entitled to enforce this Mortgage and any other security now or hereafter held
by Mortgagee in such order and manner as Mortgagee may determine in its absolute
discretion. No remedy herein conferred upon or reserved to Mortgagee is intended
to be exclusive of any other remedy herein or by law provided or permitted, but
each shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute. Every
power or remedy given by any of the Loan Documents to Mortgagee or to which it
may otherwise be entitled, may be exercised, concurrently or independently, from
time to time and as often as may be deemed expedient by Mortgagee. In no event
shall Mortgagee, in the exercise of the remedies provided in this Mortgage
(including, without limitation, in connection with the assignment of Rents to
Mortgagee, or the appointment of a receiver and the entry of such receiver on to
all or any part of the Mortgaged Property), be deemed a "mortgagee in
possession," and Mortgagee shall not in any way be made liable for any act,
either of commission or omission, in connection with the exercise of such
remedies.

            29. Multiple Security. If (a) the Premises shall consist of one or
more parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Mortgage, Mortgagee shall now or hereafter
hold one or more additional mortgages, liens, deeds of trust or other security
(directly or indirectly) for the Indebtedness upon other property in the State
in which the Premises are located (whether or not such property is owned by
Mortgagor or by others) or (c) both the circumstances described in clauses (a)
and (b) shall be true, then to the fullest extent permitted by law, Mortgagee
may, at its election, commence or consolidate in a single foreclosure action all
foreclosure proceedings against all such collateral securing the Indebtedness
(including the Mortgaged Property), which action may be brought or consolidated
in the courts of any county in which any of such collateral is located.
Mortgagor acknowledges that the right to maintain a consolidated foreclosure
action is a specific inducement to Mortgagee to extend the Indebtedness, and
Mortgagor expressly and irrevocably waives any objections to the commencement or
consolidation of the foreclosure proceedings in a single action and any
objections to the laying of venue or based on the grounds of forum non
conveniens which it may now or hereafter have. Mortgagor further agrees that if
Mortgagee shall be prosecuting one or more foreclosure or other proceedings
against a portion of the Mortgaged Property or against any collateral other than
the Mortgaged Property, which collateral directly or indirectly secures the
Indebtedness, or if Mortgagee shall have obtained a judgment of foreclosure and
sale or similar judgment against such collateral, then, whether or not such
proceedings are being maintained or judgments were obtained in or outside the
State in which the Premises are located, Mortgagee may commence or continue
foreclosure proceedings and exercise its other remedies granted in this Mortgage
against all or any part of the Mortgaged Property and Mortgagor waives any
objections to the commencement or continuation of a foreclosure of this Mortgage
or exercise of any other remedies hereunder based on such other proceedings or
judgments, and waives any right to seek to dismiss, stay, remove, transfer or
consolidate either any action under this Mortgage or such other proceedings on
such basis. Neither the commencement nor continuation of proceedings to
foreclose this Mortgage nor the exercise of any other rights hereunder nor the
recovery of any judgment by Mortgagee in any such proceedings shall prejudice,
limit or preclude Mortgagee's right to commence or continue one or more
foreclosure or other proceedings or obtain a judgment against any other
collateral (either in or outside the State in which the Premises are located)
which directly or indirectly secures the Indebtedness, and Mortgagor expressly
waives any objections to the commencement of, continuation of, or entry of


                                                                              16



a judgment in such other proceedings or exercise of any remedies in such
proceedings based upon any action or judgment connected to this Mortgage, and
Mortgagor also waives any right to seek to dismiss, stay, remove, transfer or
consolidate either such other proceedings or any action under this Mortgage on
such basis. It is expressly understood and agreed that to the fullest extent
permitted by law, Mortgagee may, at its election, cause the sale of all
collateral which is the subject of a single foreclosure action at either a
single sale or at multiple sales conducted simultaneously and take such other
measures as are appropriate in order to effect the agreement of the parties to
dispose of and administer all collateral securing the Indebtedness (directly or
indirectly) in the most economical and least time-consuming manner.

            30. Successors and Assigns. All covenants of Mortgagor contained in
this Mortgage are imposed solely and exclusively for the benefit of Mortgagee
and its successors and assigns, and no other person or entity shall have
standing to require compliance with such covenants or be deemed, under any
circumstances, to be a beneficiary of such covenants, any or all of which may be
freely waived in whole or in part by Mortgagee at any time if in its sole
discretion it deems such waiver advisable. All such covenants of Mortgagor shall
run with the land and bind Mortgagor, the successors and assigns of Mortgagor
(and each of them) and all subsequent owners, encumbrancers and tenants of the
Mortgaged Property, and shall inure to the benefit of Mortgagee, its successors
and assigns. The word "Mortgagor" shall be construed as if it read "Mortgagors"
whenever the sense of this Mortgage so requires and if there shall be more than
one Mortgagor, the obligations of Mortgagors shall be joint and several.

            31. No Waivers, etc. Any failure by Mortgagee to insist upon the
strict performance by Mortgagor of any of the terms and provisions of this
Mortgage shall not be deemed to be a waiver of any of the terms and provisions
hereof, and Mortgagee, notwithstanding any such failure, shall have the right
thereafter to insist upon the strict performance by Mortgagor of any and all of
the terms and provisions of this Mortgage to be performed by Mortgagor.
Mortgagee may release, regardless of consideration and without the necessity for
any notice to or consent by the holder of any subordinate lien on the Mortgaged
Property, any part of the security held for the obligations secured by this
Mortgage without, as to the remainder of the security, in anywise impairing or
affecting the lien of this Mortgage or the priority of such lien over any
subordinate lien.

            32. Governing Law, etc. This Mortgage shall be governed by and
construed in accordance with the laws of South Carolina, except that Mortgagor
expressly acknowledges that by its terms the Credit Agreement and any Note shall
be governed and construed in accordance with the laws of the State of New York,
without regard to principles of conflict of law, and for purposes of
consistency, Mortgagor agrees that in any in personam proceeding related to this
Mortgage the rights of the parties to this Mortgage shall also be governed by
and construed in accordance with the laws of the State of New York governing
contracts made and to be performed in that State, without regard to principles
of conflict of law.

            33. Certain Definitions. Unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, words used in
this Mortgage shall be used interchangeably in singular or plural form and the
word "Mortgagor" shall mean "each Mortgagor or any subsequent owner or owners of
the Mortgaged Property or any part thereof or interest therein," the word
"Mortgagee" shall mean "Mortgagee or any successor agent for the


                                                                              17



Lenders," the word "person" shall include any individual, corporation,
partnership, trust, unincorporated association, government, governmental
authority, or other entity, and the words "Mortgaged Property" shall include any
portion of the Mortgaged Property or interest therein. Whenever the context may
require, any pronouns used herein shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural and vice versa. The captions in this Mortgage are for
convenience or reference only and in no way limit or amplify the provisions
hereof.

            34. Local Law Provisions.

      (a)   Future Advances. This Mortgage also secures, in accordance with
Section 29-3-50, as amended, Code of Laws of South Carolina 1976, (a) all future
advances and readvances that may subsequently be made to Borrower by Lenders
evidenced by the Note, or any other promissory notes, and all renewals,
replacements, modifications, and extensions thereof; provided, however, that
nothing contained herein shall create an obligation on the part of Lender to
make future advances or readvances to Borrower; and (b) all other indebtedness
of Borrower to Lenders now or hereafter existing, whether direct or indirect.
The maximum amount of all indebtedness outstanding at any one time secured
hereby shall not exceed $3,225,000,000, plus interest thereon, which may be
deferred, accrued or capitalized, and all charges and expenses of collection
incurred by Lender, including court costs, and reasonable attorneys' fees.

      (b)   Waiver of Jury Trial. BORROWER, AFTER CONSULTATION WITH ITS
ATTORNEYS, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION, PROCEEDING, LITIGATION OR
COUNTERCLAIM BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE
LOAN DOCUMENTS AND ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER
ACCEPTING THIS MORTGAGE

      (c)   Limitations Based Upon Applicable Law. Anything to the contrary
otherwise contained in this instrument notwithstanding, all provisions of this
instrument granting to any party remedies or the benefits of any waiver,
self-help or other similar provisions shall be read to provide that the same are
available only to the extent permitted by applicable law.

      (d)   Principles of Construction. In the event of any inconsistencies
between the terms and conditions of this Section 34 and the terms and conditions
of this Mortgage, the terms and conditions of this Section 34 shall control and
be binding.

                            No Further Text This Page


                                                                              18



      (e)   Waiver of Appraisal Rights. The laws of South Carolina provide that
in any real estate foreclosure proceeding a defendant against whom a personal
judgment is taken or asked may within thirty days after the sale of the
mortgaged property apply to the court for an order of appraisal. The statutory
appraisal value as approved by the court would be substituted for the high bid
and may decrease the amount of any deficiency owing in connection with the
transaction. THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY
APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL
BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE MORTGAGED
PROPERTY.

            IN WITNESS WHEREOF, this Mortgage has been duly executed by
Mortgagor on the date first above written.

                                                JOHN H. HARLAND COMPANY [SEAL]
Signed, Sealed and Delivered
In the Presence of:                             By: /s/ Edward P. Taibi
/s/ Barbara Deakin                                  ----------------------------
- -----------------------------                   Name:  Edward P. Taibi
Witness #1                                      Title: Assistant Secretary

/s/ Lucy Popkin
- -----------------------------
Witness #2
State of New York )
                  )           ACKNOWLEDGMENT
County of New York)

I, Joshua Babbit, a Notary Public for New York, do hereby certify
that  Edward P. Taibi, the Assistant Secretary of John H. Harland Company, a
GA Corporation, personally appeared before me this day and acknowledged
the due execution of the foregoing instrument.

Witness my hand and seal this 30 day of April, 2007

Joshua Babbit [SEAL]

Notary Public for New York
My Commission Expires: August 7, 2010


                                                                              19



                                   Schedule A

                           Description of the Premises

Parcel I (Lot 2-2 acres):

Legal Description:

      All that certain piece, parcel or tract of land, situate, lying and being
near the intersection of Ermine Road (Road S-1508) and Platt Springs Road (S.C.
Highway No. 602), in the County of Lexington, State of South Carolina,
containing two (2) acres, more or less, and being more fully shown on a plat of
property surveyed for the South Carolina Budget and Control Board by B. P.
Barber and Associates, Inc., Engineers, dated March 22, 1971, and shown as Lot #
2; said Lot # 2 being more fully described as follows, as shown on said plat:

      Beginning at an iron stake on the Eastern side of Ermine Road at a point
three hundred sixty-three and one-tenth (363.1') feet North of Platt Springs
Road, and running North 23 degrees 2 minutes West along the right of way of
Ermine Road, for a distance of one hundred eighty-one and two-tenths (181.2') to
an iron; thence turning and running North 67 degrees and 49 minutes East for a
distance of four hundred eighty and one-tenth (480.1') feet along other property
of South Carolina Budget and Control Board to an iron; thence turning and
running South 23 degrees 32 minutes East for a distance of one hundred
eighty-one and two-tenths (181.2') feet along property of Fairhill Subdivision
to an iron; thence turning and running South 67 degrees 49 minutes West along
property of John H. Harland Company for a distance of four hundred eighty-one
and seven-tenths (481.7') feet to an iron at the point of beginning.

      This conveyance is subject to the remaining right of the United States of
America to recover the use of this property during any period of national
emergency, said right being set forth in the deed to the grantor herein dated
September 3, 1947, and recorded in the Office of the Clerk of Court for
Lexington County in Deed Book 6-0 at page 2, as amended by subsequent instrument
dated August 27, 1956, and recorded in said office in Deed Book 8-P at page 398.

      This being the identical property conveyed to South Carolina Harland
Company, Inc. by deed dated April 12, 1971 and recorded in the Office of the
Clerk of Court for Lexington County in Deed Book 20-D at page 400.

Tax Map Parcel No: 005699-05-007

Derivation: This is the same property conveyed to Mortgagor by deed of John H.
Harland Company Foundation, Inc., dated 10-5-1983 and recorded in the Office of
the Register of Deeds for Lexington County, South Carolina on December 8, 1983
in Book 621 at Page 167.


                                                                              20



Parcel II (4 acres):

Legal Description:

      All that certain piece, parcel or tract of land situate, lying, and being
at the intersection of Ermine Road (Road S-1508) and Platt Springs Road (S.C.
Highway No. 602), in the County of Lexington, State of South Carolina,
containing four (4) acres, and being more fully shown on a plat of property
surveyed for South Carolina Budget and Control Board, by B. P. Barber and
Associates, Inc., Engineers, dated February 27, 1968; said tract being more
fully described as follows, as shown on said plat: Commencing at an iron stake
on the eastern side of Ermine Road at a point fifty (5O') feet North of Platt
Springs Road, and running North 23 degrees 2 minutes West along the right of way
of Ermine Road, for a distance of three hundred thirteen and one-tenth (313.1')
feet to an iron; thence, turning and running North 67 degrees 49 minutes East
along property of S. C. Budget and Control Board, for a distance of four hundred
eighty one and seven-tenths (481.7') feet to an iron; thence, turning and
running South 23 degrees 32 minutes East along property of Fairhlll Subdivision
and property of Aubery Hook, for a distance of three hundred sixty three and
two-tenths (363.2') feet to an iron on the right of way of Platt Springs Road;
thence, turning and running South 67 degrees 49 minutes West along the right of
way of Platt Springs Road, for a distance of four hundred thirty four and
nine-tenths (434.9') feet to an Iron; thence, turning and running North 67
degrees 36 minutes and 30 seconds West along the right of way or sight area at
the intersection of Ermine Road and Platt Springs Road, for a distance of
seventy one and two-tenths (71.2') feet to the point of beginning.

      This conveyance is subject to the remaining right of the United States of
America to recover the use of this property during any period of national
emergency, said right being set, forth in the deed to the grantor herein dated
September 3, 1947, and recorded in the Office of the Clerk of Court for
Lexington County In Deed Book 6-0 at page 2, as amended by subsequent instrument
dated August 27, 1956, and recorded In said office in Deed Book 8-P at page 398.

      This being the Identical property conveyed to John H. Harland Company
Foundation, Inc. by deed dated April 22, 1968 and recorded in office of the
Clerk of Court for Lexington County in Deed Book 16-X at page 490.

Tax Map Parcel No: 005699-05-007

Derivation: This is the same property conveyed to Mortgagor by deed of John H.
Harland Company Foundation, Inc., dated 10-5-1983 and recorded in the Office of
the Register of Deeds for Lexington County, South Carolina on December 8, 1983
in Book 621 at Page 171.


                                                                              21



Parcel III:

Legal Description:

All that certain piece, parcel, or tract of land-lying and being on Ermine Road
(Road S-1508) in the County of Lexington, State of South Carolina, containing
5.35 acres, more or less, and being lots three (3) and four (4) as more fully
shown on a plat surveyed for the South Carolina Budget and Control Board by B.
P. Barber and Associates, Inc., Engineers, Plat No. 13,066-B6, dated July 1,
1965, said lots 3 and 4 being shown as follows:

Lot #3 - Bounded on the West by Ermine Road and measuring thereon one hundred
eighty-one and eight-tenths (181.8') feet, more or less;

            Bounded on the North by Lot 4 whereon it measures four hundred
seventy-eight and five-tenths (478.5 feet, more or less;

            Bounded on the East by properties of Fairhill Subdivision whereon it
measures one hundred eighty-one and eight-tenths (181.8') feet, more or less;
and

            Bounded on the South by Lot 2 of John H. Harland Company, whereon it
measures four hundred eighty and one-tenths (480.1') feet, more or less.

Lot #4 - Bounded on the West by Ermine Road and measuring thereon three hundred
eighty-one and five-tenths (381.5') feet, more or less;


                                                                              22



            Bounded on the North by properties of Fair-hill Subdivision and
      measuring thereon four hundred ninety-nine and five-tenths (499.5') feet,
      more or less;

            Bounded on the East by properties of Fair-hill Subdivision whereon
      it measures two hundered thirty-eight and five-tenths (238.5') feet, more
      or less; and

            Bounded on the South by Lot #3 hereinabove described and measuring
      thereon four hundered seventy-eight and five-tenths (478.5') feet, more or
      less.

      The above described Lots Three and Four are subject to such easements and
      rights-of-way as are of record.

      This property being a portion of properties conveyed to the State of South
Carolina and this conveyance is subject to the remaining right of the United
States of America to recover the use of this property during any period of
national emergency, said right being set forth in the deed to the grantor herein
dated September 3, 1947, and recorded in the Office of the Clerk of Court for
Lexington County in Deed Book 6-0 at page 2, as amended by subsequent instrument
dated August 27, 1956, and recorded in said office in Deed Book 8-P at page 398.

Tax Map Parcel No: 005699-05-007

Derivation: This is the same property conveyed to Mortgagor by deed of South
Carolina Harland Company, Inc., dated 11-23-1983 and recorded in the Office of
the Register of Deeds for Lexington County, South Carolina on December 8, 1983
in Book 621 at Page 178.


                                                                              23

EX-4.18

        DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES
                               AND FIXTURE FILING

                                       by

                            CHECKS IN THE MAIL, INC.,

                                   as Grantor

                          in favor of PETER GRAF, ESQ.,

                                   as Trustee

                               for the benefit of

   CREDIT SUISSE, CAYMAN ISLANDS BRANCH as administrative agent and collateral
                               agent, Beneficiary

                             DATED AS OF May 1, 2007

                       After recording, please return to:

                              Latham & Watkins LLP
                                 885 Third Ave.
                               New York, NY 10022

                               ATTN: Curtis Peele

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.




                                                                           TEXAS

            This DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND
LEASES AND FIXTURE FILING, dated as of May 1, 2007 (this "Deed of Trust"), is
made by and from CHECKS IN THE MAIL, INC., a Delaware corporation ("Grantor"),
whose address is c/o Clarke American Corp., 10931 Laureate Drive, San Antonio,
TX 78249, in favor of PETER GRAF, ESQ., with an address at 2626 Howell Street
10th Floor, Dallas, Texas 75204, as trustee (together with its successors and
assigns, in such capacity, "Trustee"), for the benefit of CREDIT SUISSE, CAYMAN
ISLANDS BRANCH, as administrative agent and collateral agent (in such capacities
and together with its successors, the "Agent") for the Lenders, referred to
below ("Beneficiary"), whose address is Eleven Madison Avenue, New York, New
York 10010. References to this Deed of Trust shall mean this instrument and any
and all renewals, modifications, amendments, supplements, extensions,
consolidations, substitutions, spreaders and replacements of this instrument.

                                   Background

            A. Clarke American Corp., as borrower, and certain other affiliates
of Grantor, as subsidiary co-borrowers, have entered into a Credit Agreement
dated as of April 4, 2007, as modified by the pre-funding Joinder Agreement and
the post-acquisition Joinder Agreement, each dated as of the date hereof (and as
may be amended, supplemented or otherwise further modified from time to time,
the "Credit Agreement"), with several banks and other financial institutions
from time to time parties thereto (the "Lenders") and Beneficiary. The terms of
the Credit Agreement are incorporated by reference in this Deed of Trust as if
the terms thereof were fully set forth herein.

            Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement. In the event of a conflict
between this Deed of Trust and the Credit Agreement, the terms and provisions of
the Credit Agreement shall control. References in this Deed of Trust to the
"Interest Rates" shall mean the interest rates provided for in Sections 2.11 and
2.12 of the Credit Agreement.

            B. Grantor is the owner of the parcel(s) of real property described
on Schedule A attached hereto and made a part hereof (such real property,
together with all of the buildings, improvements, structures and fixtures
(including, without limitation, to the extent owned by Grantor all gas and
electric fixtures, radiators, heaters, docks, engines and machinery, boilers,
ranges, elevators and motors, plumbing, heating and air conditioning fixtures,
carpeting and other floor coverings, water heaters, cleaning apparatus and other
items which are or are to be attached to such real property) now or subsequently
located thereon (the "Improvements"), being collectively referred to as the
"Real Estate").

            C. Subject to the terms and conditions of the Credit Agreement, (i)
each Tranche B Term Lender has agreed, severally and not jointly, to make a
Tranche B Term Loan to Grantor, as evidenced by the Credit Agreement and if
requested by any Lender, a promissory note (a "Note"); (ii) the Swingline Lender
has agreed to make Swingline Loans to Grantor; (iii) each Revolving Credit
Lender has agreed, severally and not jointly, to make Revolving Loans to
Grantor; and (iv) the Issuing Banks have agreed to issue letters of credit on
behalf of Grantor




(the "Letters of Credit") and (v) certain lenders may make additional extensions
of credit under incremental loan facilities. The obligations to reimburse L/C
Disbursements (the "Reimbursement Obligations") with respect to drawings under
the Letters of Credit are evidenced by the Credit Agreement.

            D. The obligations of the Lenders to make the Loans and to issue
Letters of Credit are conditioned upon, among other things, the execution and
delivery by Grantor of this Deed of Trust.

                                Granting Clauses

            For ten dollars ($10) and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, Grantor agrees
that to secure:

            (a)   repayment of the principal in the amount of $2,150,000,000 or
                  so much thereof as may be outstanding from time to time of and
                  payment of interest (including, without limitation, interest
                  accruing after the maturity of the Loans made by each Lender
                  and interest accruing after the filing of any petition in
                  bankruptcy, or the commencement of any insolvency,
                  reorganization or like proceeding, relating to Grantor,
                  whether or not a claim for post-filing or post-petition
                  interest is allowed in such proceeding) on the Loans made by
                  each Lender to, and the Notes, if any, held by each Lender of,
                  Grantor;

            (b)   payment of all Reimbursement Obligations with respect to
                  drawings under the Letters of Credit;

            (c)   payment of all Secured Obligations;

            (d)   payment of all other obligations and liabilities of Grantor to
                  Beneficiary and the Lenders, whether direct or indirect,
                  absolute or contingent, due or to become due, or now existing
                  or hereafter incurred, which may arise under, out of, or in
                  connection with, the Credit Agreement, any Note, the Letters
                  of Credit, the Guarantee and Collateral Agreement (including
                  Borrower Obligations as defined therein), this Deed of Trust,
                  the other Collateral Documents and other Loan Documents or any
                  agreement providing for Secured Obligations or any other
                  document made, delivered or given in connection herewith or
                  therewith, in each case whether on account of principal,
                  interest, Reimbursement Obligations, fees, indemnities, costs,
                  expenses or otherwise (including, without limitation, all
                  reasonable fees and disbursements of counsel to Beneficiary or
                  to the Lenders that are required to be paid by Grantor
                  pursuant to the terms of the Credit Agreement, this Deed of
                  Trust or any other Loan Documents) (the items set forth in
                  clauses (a) through (d) being referred to herein collectively
                  as the "Indebtedness"); and

            (e)   the performance and observance of each obligation, term,
                  covenant and condition to be performed or observed by Grantor
                  (the "Obligations")


                                                                               2



                  under, in connection with or pursuant to the provisions of the
                  Credit Agreement, any Note, the Letters of Credit, the
                  Guarantee and Collateral Agreement, this Deed of Trust and any
                  of the other Collateral Documents or any of the other Loan
                  Documents or any agreement providing for Secured Obligations;

GRANTOR HEREBY GRANTS TO BENEFICIARY A LIEN UPON AND A SECURITY INTEREST IN, AND
HEREBY MORTGAGES, GRANTS, ASSIGNS, TRANSFERS, HYPOTHECATES, PLEDGES, CONVEYS AND
SETS OVER TO TRUSTEE AND TRUSTEE'S SUCCESSORS AND ASSIGNS, IN TRUST, FOR THE
BENEFIT AND SECURITY OF THE BENEFICIARY, WITH DEED OF TRUST COVENANTS:

            (A) the Real Estate;

            (B) all the estate, right, title, interest, claim or demand
      whatsoever of Grantor, in possession or expectancy, in and to the Real
      Estate or any part thereof;

            (C) all right, title, estate and interest of Grantor in, to and
      under all easements, rights of way, strips and gores of land, streets,
      ways, alleys, passages, sewer rights, waters, water courses, water and
      riparian rights, development rights, air rights, mineral rights and all
      estates, rights, titles, interests, privileges, licenses, tenements,
      hereditaments and appurtenances belonging, relating or appertaining to the
      Real Estate, and any reversions, remainders, rents, issues, profits and
      revenue thereof and all land lying in the bed of any street, road or
      avenue, in front of or adjoining the Real Estate to the center line
      thereof;

            (D) all right, title, estate and interest of Grantor in and to all
      of the fixtures, "equipment" (as defined in the Uniform Commercial Code)
      chattels, business machines, machinery, apparatus, equipment, furnishings,
      fittings and articles of personal property of every kind and nature
      whatsoever, and all appurtenances and additions thereto and substitutions
      or replacements thereof (together with, in each case, attachments,
      components, parts and accessories) currently owned or subsequently
      acquired by Grantor and now or subsequently attached to, or contained in
      or used or usable in any way in connection with any operation or letting
      of the Real Estate, including but without limiting the generality of the
      foregoing, all screens, awnings, shades, blinds, curtains, draperies,
      artwork, carpets, rugs, storm doors and windows, furniture and
      furnishings, heating, electrical, and mechanical equipment, lighting,
      switchboards, plumbing, ventilating, air conditioning and air-cooling
      apparatus, refrigerating, and incinerating equipment, escalators,
      elevators, loading and unloading equipment and systems, stoves, ranges,
      laundry equipment, cleaning systems (including window cleaning apparatus),
      telephones, communication systems (including satellite dishes and
      antennae), televisions, computers, sprinkler systems and other fire
      prevention and extinguishing apparatus and materials, security systems,
      motors, engines, machinery, pipes, pumps, tanks, conduits, appliances,
      fittings and fixtures of every kind and description (all of the foregoing
      in this paragraph (D) being referred to as the "Equipment");


                                                                               3



            (E) all right, title, estate and interest of Grantor in and to all
      substitutes and replacements of, and all additions, improvements and
      concessions to, the Real Estate and the Equipment, subsequently acquired
      by or released to Grantor or constructed, assembled or placed by Grantor
      on the Real Estate, immediately upon such acquisition, release,
      construction, assembling or placement, including, without limitation, any
      and all building materials whether stored at the Real Estate or offsite,
      and, in each such case, without any further mortgage, conveyance,
      assignment or other act by Grantor;

            (F) all right, title, estate and interest of Grantor in, to and
      under all leases, subleases, underlettings, occupancy agreements,
      concession agreements, management agreements, licenses and other
      agreements relating to the use or occupancy of the Real Estate or the
      Equipment or any part thereof, now existing or subsequently entered into
      by Grantor and whether written or oral and all guarantees of any of the
      foregoing (collectively, as any of the foregoing may be amended, restated,
      extended, renewed or modified from time to time, the "Leases"), and all
      rights of Grantor in respect of cash and securities deposited thereunder
      and the right to receive and collect the revenues, income, rents, issues
      and profits thereof, together with all other rents, royalties, issues,
      profits, revenue, income and other benefits arising from the use and
      enjoyment of the Mortgaged Property (as defined below) (collectively, the
      "Rents");

            (G) all right, title, estate and interest of Grantor in and to all
      trade names, trade marks, logos, copyrights, licenses, good will and books
      and records resident in any form or on any media relating to or used in
      connection with the operation of the Real Estate or the Equipment or any
      part thereof; all general intangibles (as defined in the Uniform
      Commercial Code) related to the operation of the Real Estate, Equipment or
      Improvements now existing or hereafter arising and the license to use
      intellectual property such as computer software owned or licensed by
      Grantor or other proprietary business information relating to Grantor's
      policies, procedures, manuals and trade secrets and related to the
      operation of the Real Estate or Equipment;

            (H) all right, title, estate and interest of Grantor in and to all
      unearned premiums under insurance policies now or subsequently obtained by
      Grantor relating to the Real Estate or Equipment and Grantor's interest in
      and to all proceeds of any such insurance policies (including title
      insurance policies) including the right to collect and receive such
      proceeds, subject to the provisions relating to insurance generally set
      forth below; and all awards and other compensation, including the interest
      payable thereon and the right to collect and receive the same, made to the
      present or any subsequent owner of the Real Estate or Equipment for the
      taking by eminent domain, condemnation or otherwise, of all or any part of
      the Real Estate or any easement or other right therein;

            (I) all right, title, estate and interest of Grantor in and to (i)
      all contracts from time to time executed by Grantor or any manager or
      agent on its behalf relating to the ownership, construction, maintenance,
      repair, operation, occupancy, sale, leasing or financing of the Real
      Estate or Equipment or any part thereof and all agreements relating to the
      purchase or lease of any portion of the Real Estate or any property which
      is adjacent to the Real Estate, together with the right to exercise such
      options and all leases of Equipment (collectively, the "Contracts"), (ii)
      all consents, licenses, permits variances,


                                                                               4



      building permits, certificates of occupancy and other governmental
      approvals relating to construction, completion, occupancy, use or
      operation of the Real Estate or any part thereof (collectively, the
      "Permits") and (iii) all drawings, plans, specifications and similar or
      related items relating to the Real Estate (collectively, the "Plans");

            (J) all right, title, estate and interest of Grantor in and to any
      and all monies now or subsequently on deposit for the payment of real
      estate taxes or special assessments against the Real Estate or for the
      payment of premiums on insurance policies covering the foregoing property
      or otherwise on deposit with or held by Beneficiary as provided in this
      Deed of Trust; and all "documents" as defined in the Uniform Commercial
      Code or other receipts covering, evidencing or representing goods now
      owned or hereafter acquired by Grantor (collectively, "Documents"); all
      (i) "instruments" as defined in the Uniform Commercial Code, "chattel
      paper" as defined in the Uniform Commercial Code, or letters of credit,
      evidencing, representing, arising from or existing in respect of, relating
      to, securing or otherwise supporting the payment of, any of the Mortgaged
      Property (including, without limitation, promissory notes, drafts, bills
      of exchange and trade acceptances) and chattel paper obtained by Grantor
      in connection with the Mortgaged Property (including, without limitation,
      all ledger sheets, computer records and printouts, databases, programs,
      books of account and files of Grantor relating thereto) and (ii) notes or
      other obligations of indebtedness relating to the Mortgaged Property and
      owing to Grantor from whatever source arising, in each case now owned or
      hereafter acquired by Grantor; all "inventory" as defined in the Uniform
      Commercial Code, whether now or hereafter existing or acquired, and which
      arises out of or is used in connection with, directly or indirectly, the
      ownership and operation of the Mortgaged Property, all Documents
      representing the same and all proceeds and products of the same
      (including, without limitation, all goods, merchandise, raw materials,
      work in process and other personal property, wherever located, now or
      hereafter owned or held by Grantor for manufacture, processing, the
      providing of services or sale, use or consumption in the operation of the
      Mortgaged Property (including, without limitation, fuel, supplies and
      similar items and all substances commingled therewith or added thereto)
      and rights and claims of Grantor against anyone who may store or acquire
      the same for the account of Grantor, or from whom Grantor may purchase the
      same); and

            (K) all proceeds (as defined in the Uniform Commercial Code) which,
      in any event, shall include, without limitation, all proceeds, products,
      offspring, rents, profits or receipts, in whatever form, arising from the
      Mortgaged Property (including, without limitation, (i) cash, instruments
      and other property received, receivable or otherwise distributed in
      respect of or in exchange for any or all of the Mortgaged Property, (ii)
      the collection, sale, lease, sublease, concession, exchange, assignment,
      licensing or other disposition of, or realization upon, any item or
      portion of the Mortgaged Property (including, without limitation, all
      claims of Grantor against third parties for loss of, damage to,
      destruction of, or for proceeds payable under, or unearned premiums with
      respect to, policies of insurance in respect of, any the Mortgaged
      Property now existing or hereafter arising), (iii) any and all proceeds of
      any insurance, indemnity, warranty or guaranty payable to Grantor from
      time to time with respect to any of the Mortgaged Property, (iv) any and
      all payments (in any form whatsoever) made or due and payable to Grantor
      from time to time in connection with the requisition, confiscation,
      condemnation,


                                                                               5



      seizure or forfeiture of all or any part of the Mortgaged Property by any
      governmental authority (or any person acting under color of Governmental
      Authority) and (v) any and all other amounts from time to time paid or
      payable under or in connection with any of the Mortgaged Property), both
      cash and noncash, of the foregoing;

            (All of the foregoing property and rights and interests now owned or
      held or subsequently acquired by Grantor and described in the foregoing
      clauses (A) through (E) are collectively referred to as the "Premises",
      and those described in the foregoing clauses (A) through (K) are
      collectively referred to as the "Mortgaged Property").

            TO HAVE AND TO HOLD the Mortgaged Property and the rights and
privileges hereby mortgaged unto Trustee for the benefit and security of
Beneficiary and its successors and assigns for the uses and purposes set forth
herein, until the Indebtedness is fully paid and the Obligations fully
performed.

                              Terms and Conditions

            Grantor further represents, warrants, covenants and agrees with
Beneficiary as follows:

            1. Warranty of Title. Grantor warrants the good title to the
Premises, subject only to the matters that are set forth in Schedule B of any
title insurance policy or policies being issued to Beneficiary to insure the
lien of this Deed of Trust and Permitted Liens and any other matter that does
not materially interfere with use of the Real Estate as currently used (the
"Permitted Exceptions") and that Grantor has the full power, authority and right
to execute, deliver and perform its obligations under this Deed of Trust and to
encumber, mortgage, transfer, give, grant, bargain, sell, alienate, enfeoff,
convey, confirm, warrant, pledge, assign and hypothecate the same and that this
Deed of Trust is and will remain a valid and enforceable first lien on and
security interest in the Mortgaged Property, subject only to the Permitted
Exceptions. Grantor shall, until the satisfaction or release of this Deed of
Trust, warrant, defend and preserve such title and the validity and priority of
the lien of this Deed of Trust and shall, until the satisfaction or release of
this Deed of Trust, warrant and defend the same to Beneficiary against the
claims of all persons whomsoever.

            2. Payment of Indebtedness. Grantor shall pay or cause to be paid
the Indebtedness at the times and places and in the manner specified in any
Note, the Credit Agreement, Guarantee and Collateral Agreement and any other
agreement providing for Secured Obligations and shall perform all the
Obligations in a timely manner.

            3. Requirements. (a) Grantor shall promptly comply with, or cause to
be complied with, and conform to (i) all present and future laws, statutes,
codes, ordinances, orders, judgments, decrees, rules, regulations and
requirements, and irrespective of the nature of the work to be done, with
respect to the Mortgaged Property of each Governmental Authority which has
jurisdiction over the Mortgaged Property and (ii) all covenants, restrictions
and conditions now or later of record which may be applicable to any of the
Mortgaged Property, or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or reconstruction of any of the
Mortgaged Property, except (in each such case) to the extent that


                                                                               6



failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect. All present and future laws, statutes, codes,
ordinances, orders, judgments, decrees, rules, regulations and requirements of
every Governmental Authority applicable to Grantor in connection with the
Mortgaged Property or to any of the Mortgaged Property and all covenants,
restrictions, and conditions which now or later may be applicable to any of the
Premises are collectively referred to as the "Legal Requirements".

            (b) Notwithstanding the provisions of paragraph (a) of this Section,
Grantor shall have the right to contest or object in good faith to the validity
or application of any Legal Requirement by appropriate legal proceedings
diligently conducted in good faith, but such right shall not be deemed or
construed in any way as relieving, modifying, or extending Grantor's covenant to
comply with any such Legal Requirement unless (i) Grantor has given prior
written notice to Beneficiary of Grantor's intent so to contest or object to
such Legal Requirement, (ii) Grantor shall demonstrate to Beneficiary's
reasonable satisfaction that any delay in compliance with such Legal Requirement
shall not entail a risk of forfeiture of any of the Mortgaged Property or
subject Grantor or Beneficiary to any criminal liability, (iii) by the terms of
such Legal Requirement, compliance therewith pending prosecution of any such
legal proceeding may legally be delayed without incurring any lien, charge or
liability of any kind against the Mortgaged property (other than for Permitted
Exceptions), or any part thereof, unless Grantor shall furnish a good and
sufficient bond or surety as required by and reasonably satisfactory to
Beneficiary and (iv) all Permits remain in effect.

            4. Payment of Taxes and Other Impositions. Promptly when due,
Grantor shall pay and discharge (or cause to be paid and discharged) all
material tax liabilities (the "Impositions"), before the same shall become
delinquent or in default in accordance with Section 5.04 of the Credit
Agreement.

            5. Insurance. (a) Grantor shall maintain or cause to be maintained
on all of the Premises proper insurance in accordance with Section 5.10 of the
Credit Agreement.

            (b) Each insurance policy (other than flood insurance) shall (x)
provide that the insurer affording such coverage shall mail 30 days' written
notice to the Agent in the event of cancellation of such coverage, and (y) with
respect to all property insurance, provide for deductibles in an amount
reasonably satisfactory to Beneficiary and contain a "Replacement Cost
Endorsement" without any deduction made for depreciation and with no
co-insurance penalty (or attaching an agreed amount endorsement satisfactory to
Beneficiary), with loss payable solely to Beneficiary (modified, if necessary,
to provide that proceeds in the amount of replacement cost may be retained by
Beneficiary without the obligation to rebuild) as its interest may appear,
without contribution, under a "standard" or "New York" Beneficiary clause
acceptable to Beneficiary. Liability insurance policies shall name Beneficiary
as an additional insured and contain a waiver of subrogation against
Beneficiary. Each policy shall expressly provide that any proceeds which are
payable to Beneficiary shall be paid by check payable to the order of
Beneficiary and Grantor and requiring the endorsement of Beneficiary and
Grantor.

            (c) Grantor shall deliver to Beneficiary a certificate of such
insurance on the appropriate Acord Form(s) reasonably acceptable to Beneficiary.
Grantor shall (i) pay as they become due all premiums for such insurance and
(ii) concurrently with the expiration of each


                                                                               7



policy to be furnished pursuant to the provisions of this Section 5, deliver a
certificate of insurance in substantially the same form as described in the
first sentence of this Section 5(c).

            (d) Grantor promptly shall comply with and conform to (i) all
provisions of each such insurance policy, and (ii) all requirements of the
insurers applicable to Grantor or to any of the Mortgaged Property or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property. Grantor shall not use or permit the use
of the Mortgaged Property in any manner which would permit any insurer to cancel
any insurance policy or void coverage required to be maintained by this Deed of
Trust.

            (e) If the Mortgaged Property, or any material part thereof, shall
be destroyed or damaged, Grantor shall give prompt notice thereof to
Beneficiary. If an Event of Default shall have occurred and be continuing, and
the Beneficiary delivers notice to the Grantor that it is exercising its rights
under this Section 5(e), then all insurance proceeds shall be paid to
Beneficiary to be held by Beneficiary as collateral to secure the payment and
performance of the Indebtedness and the Obligations. At all other times, Grantor
shall have the right to adjust such loss, and the insurance proceeds relating to
such loss shall be paid over to Grantor and Grantor shall, promptly after any
such damage, repair such damage to the extent required under the Credit
Agreement, regardless of whether any insurance proceeds have been received or
whether such proceeds, if received, are sufficient to pay for the costs of
repair; provided that, any such insurance proceeds (net of fees and expenses
incurred in connection with the applicable casualty event or the recovery of
such insurance proceeds, taxes paid or estimated in good faith to be payable as
a result thereof and amounts required to be applied to the repayment of
principal, premium, prepayment fees, penalties, if any and interest on
Indebtedness required to be paid as a result thereof) that are not so applied
shall be deemed to be, and shall be treated as, Net Proceeds from an Asset Sale
pursuant to and in accordance with the terms of Sections 2.20(a), (b) and (c) of
the Credit Agreement (and shall be subject to such provisions (I) whether or not
such net insurance proceeds derive from property or assets used in or related to
businesses contemplated to be excluded from such application in accordance with
the definition of "Designated Asset Sale" contained in the Credit Agreement and
(II) without regard to whether any of the enumerated exclusions contained in the
definition of "Asset Sale" contained in the Credit Agreement may be applicable).
If an Event of Default shall have occurred and be continuing, Beneficiary
shall have the right to adjust such loss and use the insurance proceeds to pay
the Indebtedness or repair the Mortgaged Property in its sole and absolute
discretion.

            (f) In the event of foreclosure of this Deed of Trust or other
transfer of title to the Mortgaged Property, all right, title and interest of
Grantor to the benefit of insurance under any insurance policies then in force,
which are applicable to loss involving the Mortgaged Property, shall pass to the
purchaser or Beneficiary.

            (g) Grantor may maintain insurance required under this Deed of Trust
by means of one or more blanket insurance policies maintained by Grantor;
provided, however, that (A) any such policy shall specify, or Grantor shall
furnish to Beneficiary a written statement from the insurer so specifying, the
maximum amount of the total insurance afforded by such blanket policy that is
applicable to the Premises and the other Mortgaged Property and any sublimits in
such blanket policy applicable to the Premises and the other Mortgaged Property
and


                                                                               8



(B) the protection afforded under any such blanket policy shall be no less than
that which would have been afforded under a separate policy or policies relating
only to the Mortgaged Property.

            6. Restrictions on Liens and Encumbrances. Except for the lien of
this Deed of Trust and the Permitted Exceptions, and except as permitted under
the Credit Agreement, Grantor shall not further mortgage, nor otherwise encumber
the Mortgaged Property nor create or suffer to exist any lien, charge or
encumbrance on the Mortgaged Property, or any part thereof, whether superior or
subordinate to the lien of this Deed of Trust and whether recourse or
non-recourse.

            7. Due on Sale and Other Transfer Restrictions. Except as permitted
under the Credit Agreement or Section 10 hereof, Grantor shall not sell,
transfer, convey or assign all or any portion of, or any interest in, the
Mortgaged Property.

            8. Maintenance. Grantor shall maintain or cause to be maintained all
the Improvements in accordance with the provisions of Section 5.05 of the Credit
Agreement.

            9. Condemnation/Eminent Domain. Promptly upon obtaining actual
knowledge of the institution of any proceedings for the condemnation of the
Mortgaged Property, or any portion thereof, Grantor shall notify Beneficiary of
the pendency of such proceedings. If an Event of Default occurs and is
continuing, Beneficiary is hereby authorized and empowered by Grantor to settle
or compromise any claim in connection with such condemnation and to receive all
awards and proceeds thereof to be held by Beneficiary as collateral to secure
the payment and performance of the Indebtedness and the Obligations.
Notwithstanding the preceding sentence, provided no Event of Default shall have
occurred and be continuing, but subject to the terms and provisions of the
Credit Agreement, Grantor shall, at its expense, diligently prosecute any
proceeding relating to such condemnation, settle or compromise any claims in
connection therewith in a manner consistent with its reasonable business
judgment and receive any awards or proceeds thereof.

            10. Leases. Except as permitted under the Credit Agreement, Grantor
shall not (i) execute an assignment or pledge of any Lease relating to all or
any portion of the Mortgaged Property other than in favor of Beneficiary, or
(ii) execute or permit to exist any Lease of any of the Mortgaged Property.

            11. Further Assurances. To further assure Beneficiary's rights under
this Deed of Trust, Grantor agrees upon demand of Beneficiary to do any act or
execute any additional documents (including, but not limited to, security
agreements on any personalty included or to be included in the Mortgaged
Property, a separate assignment of each Lease in recordable form and any Uniform
Commercial Code financing statements) as may be reasonably required by
Beneficiary to confirm the lien of this Deed of Trust and all other rights or
benefits conferred on Beneficiary.

            12. Beneficiary's Right to Perform. If Grantor fails to perform any
of the covenants or agreements of Grantor(other than with respect to the failure
to maintain insurance as required hereunder, in which case Beneficiary can
immediately perform), and such failure constitutes an Event of Default, without
waiving or releasing Grantor from any obligation or


                                                                               9



default under this Deed of Trust, Beneficiary may, at any time (but shall be
under no obligation to) pay or perform the same, and the amount or cost thereof,
with interest at the rate provided for in the Credit Agreement, shall
immediately, upon notice to Grantor, be due from Grantor to Beneficiary and the
same shall be secured by this Deed of Trust and shall be a lien on the Mortgaged
Property prior to any right, title to, interest in or claim upon the Mortgaged
Property attaching subsequent to the lien of this Deed of Trust. No payment or
advance of money by Beneficiary under this Section 12 shall be deemed or
construed to cure Grantor's default or waive any right or remedy of Beneficiary.

            13. Hazardous Material. Beneficiary shall have the right at any time
to conduct an environmental audit of the Premises, if it reasonably believes
there has been a violation of applicable Environmental Laws in connection with
such Premises, and Grantor shall cooperate in the conduct of such environmental
audit. Grantor shall comply with all provisions of the Credit Agreement
regarding Hazardous Materials and Environmental Laws.

            14. Events of Default. The occurrence of an Event of Default under
the Credit Agreement shall constitute an Event of Default hereunder.

            15. Remedies.

            (a) Upon the occurrence and during the continuation of any Event of
Default, in addition to any other rights and remedies Beneficiary may have
pursuant to the Loan Documents, or as provided by law, and without limitation,
Beneficiary may immediately take such action, without notice or demand, as it
deems advisable to protect and enforce its rights against Grantor and in and to
the Mortgaged Property, including, but not limited to, the following actions,
each of which may be pursued concurrently or otherwise, at such time and in such
manner as Beneficiary may determine, in its sole discretion, without impairing
or otherwise affecting the other rights and remedies of Beneficiary:

            (i) Beneficiary may, to the extent permitted by applicable law, (A)
      take immediate possession of all of the Mortgaged Property and take such
      action as Beneficiary, in its sole judgment, deems necessary to protect
      and preserve the Mortgaged Property, (B) institute, maintain and complete
      an action of mortgage foreclosure against all or any part of the Mortgaged
      Property and cause the Mortgaged Property to be sold in total or in parts,
      (C) purchase the Mortgaged Property at foreclosure sale, (D) institute and
      maintain an action on the Indebtedness, (E) sell all or part of the
      Mortgaged Property (Grantor expressly granting to Beneficiary the power of
      sale), or (F) take such other action at law or in equity for the
      enforcement of this Deed of Trust or any of the Loan Documents as the law
      may allow. Beneficiary may proceed in any such action to final judgment
      and execution thereon for all sums due hereunder, together with interest
      thereon at the rate provided for in the Credit Agreement and all costs of
      suit, including, without limitation, reasonable attorneys' fees and
      disbursements. Interest at the rate provided for in the Credit Agreement
      shall be due on any judgment obtained by Beneficiary from the date of
      judgment until actual payment is made of the full amount of the judgment.


                                                                              10



            (ii) Beneficiary may personally, or by its agents, attorneys and
      employees and without regard to the adequacy or inadequacy of the
      Mortgaged Property or any other collateral as security for the
      Indebtedness and Obligations enter into and upon the Mortgaged Property
      and each and every part thereof and exclude Grantor and its agents and
      employees therefrom without liability for trespass, damage or otherwise
      (Grantor hereby agreeing to surrender possession of the Mortgaged Property
      to Beneficiary upon demand at any such time) and use, operate, manage,
      maintain and control the Mortgaged Property and every part thereof.
      Following such entry and taking of possession, Beneficiary shall be
      entitled, without limitation, (x) to lease all or any part or parts of the
      Mortgaged Property for such periods of time and upon such conditions as
      Beneficiary may, in its discretion, deem proper, (y) to enforce, cancel or
      modify any Lease and (z) generally to execute, do and perform any other
      act, deed, matter or thing concerning the Mortgaged Property as
      Beneficiary shall deem appropriate as fully as Grantor might do.

            (b) In case of a foreclosure sale, the Real Estate may be sold, at
Beneficiary's election, in one parcel or in more than one parcel and Beneficiary
is specifically empowered, (without being required to do so, and in its sole and
absolute discretion) to cause successive sales of portions of the Mortgaged
Property to be held. Any such sale (including notice thereof) shall comply with
the applicable requirements, at the time of the sale, of Section 51.002 of the
Property Code or, if and to the extent such statute is not then in force, with
the applicable requirements, at the time of the sale, of the successor statute
or statutes, if any, governing sales of Texas real property under powers of sale
conferred by deeds of trust.

            16. Sale of the Properties; Application of Proceeds. Subject to the
requirements of applicable law and the Credit Agreement, the proceeds or avails
of a foreclosure sale and all moneys received by Beneficiary pursuant to any
right given or action taken under the provisions of this Deed of Trust, shall be
applied as follows:

            First: To the payment of the costs and expenses of any such sale or
other enforcement proceedings in accordance with the terms hereof and of any
judicial proceeding wherein the same may be made, and in addition thereto,
reasonable compensation to Beneficiary, its agents and counsel, and of all sums
due to Beneficiary under the Loan Documents and all actual out-of-pocket
expenses, advances, liabilities and sums made or furnished or incurred by
Beneficiary or the holders under this Deed of Trust and the Loan Documents,
together with interest at the rate provided for in the Credit Agreement (or such
lesser amount as may be the maximum amount permitted by law), and all taxes,
assessments or other charges, except any taxes, assessments or other charges
subject to which the Mortgaged Property shall have been sold;

            Second: To the payment of the Indebtedness and Obligations in
accordance with Section 2.16(b) of the Credit Agreement; and

            Third: To the payment of the surplus, if any, to whomsoever may be
lawfully entitled to receive the same.

            17. Right of Beneficiary to Credit Sale. Upon the occurrence of any
sale made under this Deed of Trust, whether made under the power of sale or by
virtue of judicial


                                                                              11



proceedings or of a judgment or decree of foreclosure and sale, Beneficiary may
bid for and acquire the Mortgaged Property or any part thereof. In lieu of
paying cash therefor, Beneficiary may make settlement for the purchase price by
crediting upon the Indebtedness or other sums secured by this Deed of Trust the
net sales price after deducting therefrom the expenses of sale and the cost of
the action and any other sums which Beneficiary is authorized to deduct under
this Deed of Trust. In such event, this Deed of Trust, the Credit Agreement, any
Note, the Guarantee and Collateral Agreement and documents evidencing
expenditures secured hereby may be presented to the Person conducting the sale
in order that the amount so used or applied may be credited upon the
Indebtedness as having been paid.

            18. Appointment of Receiver. If an Event of Default shall have
occurred and be continuing, Beneficiary as a matter of right and without notice
to Grantor, unless otherwise required by applicable law, and without regard to
the adequacy or inadequacy of the Mortgaged Property or any other collateral as
security for the Indebtedness and Obligations or the interest of Grantor
therein, shall have the right to apply to any court having jurisdiction to
appoint a receiver or receivers or other manager of the Mortgaged Property, and
Grantor hereby irrevocably consents to such appointment and waives notice of any
application therefor (except as may be required by law). Any such receiver or
receivers shall have all the usual powers and duties of receivers in like or
similar cases and all the powers and duties of Beneficiary in case of entry as
provided in this Deed of Trust, including, without limitation and to the extent
permitted by law, the right to enter into leases of all or any part of the
Mortgaged Property, and shall continue as such and exercise all such powers
until the date of confirmation of sale of the Mortgaged Property unless such
receivership is sooner terminated.

            19. Extension, Release, etc. (a) Without affecting the lien or
charge of this Deed of Trust upon any portion of the Mortgaged Property not then
or theretofore released as security for the full amount of the Indebtedness,
Beneficiary may, from time to time and without notice, agree to (i) release any
person liable for the Indebtedness, (ii) extend the maturity or alter any of the
terms of the Indebtedness or any guaranty thereof, (iii) grant other
indulgences, (iv) release or reconvey, or cause to be released or reconveyed at
any time at Beneficiary's option any parcel, portion or all of the Mortgaged
Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto. If at any time this Deed of Trust shall secure
less than all of the principal amount of the Indebtedness, it is expressly
agreed that any repayments of the principal amount of the Indebtedness shall not
reduce the amount of the lien of this Deed of Trust until the lien amount shall
equal the principal amount of the Indebtedness outstanding.

            (b) No recovery of any judgment by Beneficiary and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other
property of Grantor shall affect the lien of this Deed of Trust or any liens,
rights, powers or remedies of Beneficiary hereunder, and such liens, rights,
powers and remedies shall continue unimpaired.

            (c) If Beneficiary shall have the right to foreclose this Deed of
Trust, Grantor authorizes Beneficiary at its option to foreclose the lien of
this Deed of Trust subject to the rights of any tenants of the Mortgaged
Property. The failure to make any such tenants parties defendant to any such
foreclosure proceeding and to foreclose their rights will not be asserted by


                                                                              12



Grantor as a defense to any proceeding instituted by Beneficiary to collect the
Indebtedness or to foreclose the lien of this Deed of Trust.

            (d) Unless expressly provided otherwise, in the event that ownership
of this Deed of Trust and title to the Mortgaged Property or any estate therein
shall become vested in the same Person, this Deed of Trust shall not merge in
such title but shall continue as a valid lien on the Mortgaged Property for the
amount secured hereby.

            20. Security Agreement under Uniform Commercial Code. (a) It is the
intention of the parties hereto that this Deed of Trust shall constitute a
Security Agreement within the meaning of the Uniform Commercial Code (the
"Code") of the State of Texas. Unless as otherwise provided for in the Credit
Agreement, if an Event of Default shall occur and be continuing, then in
addition to having any other right or remedy available at law or in equity,
Beneficiary shall have the option of either (i) proceeding under the Code and
exercising such rights and remedies as may be provided to a secured party by the
Code with respect to all or any portion of the Mortgaged Property which is
personal property (including, without limitation, taking possession of and
selling such property) or (ii) treating such property as real property and
proceeding with respect to both the real and personal property constituting the
Mortgaged Property in accordance with Beneficiary's rights, powers and remedies
with respect to the real property (in which event the default provisions of the
Code shall not apply). If Beneficiary shall elect to proceed under the Code,
then ten days' notice of sale of the personal property shall be deemed
reasonable notice and the reasonable expenses of retaking, holding, preparing
for sale, selling and the like incurred by Beneficiary shall include, but not be
limited to, attorneys' fees and legal expenses. At Beneficiary's request,
Grantor shall assemble the personal property and make it available to
Beneficiary at a place designated by Beneficiary which is reasonably convenient
to both parties.

            (b) Grantor and Beneficiary agree, to the extent permitted by law,
that: (i) this Deed of Trust upon recording or registration in the real estate
records of the proper office shall constitute a financing statement filed as a
"fixture filing" within the meaning of the Code; (ii) Grantor is the record
owner of the Real Estate; and (iii) the addresses of Grantor and Beneficiary are
as set forth on the first page of this Deed of Trust.

            (c) Grantor, upon request by Beneficiary from time to time, shall
execute, acknowledge and deliver to Beneficiary one or more separate security
agreements, in form reasonably satisfactory to Beneficiary, covering all or any
part of the Mortgaged Property and will further execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, any financing
statement, affidavit, continuation statement or certificate or other document as
Beneficiary may reasonably request in order to perfect, preserve, maintain,
continue or extend the security interest under and the priority of this Deed of
Trust and such security instrument. Grantor further agrees to pay to Beneficiary
on demand all costs and expenses incurred by Beneficiary in connection with the
preparation, execution, recording, filing and re-filing of any such document and
all reasonable costs and expenses of any record searches for financing
statements Beneficiary shall reasonably require. If Grantor shall fail to
furnish any financing or continuation statement within 10 days after request by
Beneficiary, then pursuant to the provisions of the Code, Grantor hereby
authorizes Beneficiary, without the signature of Grantor, to execute and file
any such financing and continuation statements. The filing of any


                                                                              13



financing or continuation statements in the records relating to personal
property or chattels shall not be construed as in any way impairing the right of
Beneficiary to proceed against any personal property encumbered by this Deed of
Trust as real property, as set forth above.

            21. Assignment of Rents and Leases. (a) In furtherance of and in
addition to the assignment made by Grantor herein, Grantor hereby absolutely and
unconditionally assigns, sells, transfers and conveys to Beneficiary all of its
right, title and interest in and to all Leases, whether now existing or
hereafter entered into, and all of its right, title and interest in and to all
Rents. This assignment is an absolute assignment and not an assignment for
additional security only. So long as no Event of Default shall have occurred and
be continuing, Grantor shall have a revocable license from Beneficiary to
exercise all rights extended to the landlord under the Leases, including the
right to receive and collect all Rents and to hold the Rents in trust for use in
the payment and performance of the Obligations and to otherwise use the same.
The foregoing license is granted subject to the conditional limitation that no
Event of Default shall have occurred and be continuing. Upon the occurrence and
during the continuance of an Event of Default, whether or not legal proceedings
have commenced, and without regard to waste, adequacy of security for the
Obligations or solvency of Grantor, the license herein granted shall
automatically expire and terminate, without notice by Beneficiary (any such
notice being hereby expressly waived by Grantor).

            (b) Grantor acknowledges that Beneficiary has taken all reasonable
actions necessary to obtain, and that upon recordation of this Deed of Trust,
Beneficiary shall have, to the extent permitted under applicable law, a valid
and fully perfected, first priority, present assignment of the Rents arising out
of the Leases and all security for such Leases subject to the Permitted Liens
and in the case of security deposits, rights of depositors and requirements of
law. Grantor acknowledges and agrees that upon recordation of this Deed of
Trust, Beneficiary's interest in the Rents shall be deemed to be fully
perfected, "choate" and enforced as to Grantor and all third parties, including,
without limitation, any subsequently appointed trustee in any case under Title
11 of the United States Code (the "Bankruptcy Code"), without the necessity of
commencing a foreclosure action with respect to this Deed of Trust, making
formal demand for the Rents, obtaining the appointment of a receiver or taking
any other affirmative action.

            (c) Without limitation of the absolute nature of the assignment of
the Rents hereunder, Grantor and Beneficiary agree that (a) this Deed of Trust
shall constitute a "security agreement" for purposes of Section 552(b) of the
Bankruptcy Code, (b) the security interest created by this Deed of Trust extends
to property of Grantor acquired before the commencement of a case in bankruptcy
and to all amounts paid as Rents, and (c) such security interest shall extend to
all Rents acquired by the estate after the commencement of any case in
bankruptcy.

            22. Trust Funds. All lease security deposits of the Real Estate
shall be treated as trust funds not to be commingled with any other funds of
Grantor. Within 10 days after request by Beneficiary, Grantor shall furnish
Beneficiary satisfactory evidence of compliance with this Section 22, together
with a statement of all lease security deposits by lessees and copies of all
Leases not previously delivered to Beneficiary, which statement shall be
certified by Grantor.

            23. Additional Rights. The holder of any subordinate lien on the
Mortgaged Property shall have no right to terminate any Lease whether or not
such Lease is subordinate to


                                                                              14



this Deed of Trust nor shall any holder of any subordinate lien join any tenant
under any Lease in any action to foreclose the lien or modify, interfere with,
disturb or terminate the rights of any tenant under any Lease. By recordation of
this Deed of Trust all subordinate lienholders are subject to and notified of
this provision, and any action taken by any such lienholder contrary to this
provision shall be null and void. Unless as otherwise provided for in the Credit
Agreement, upon the occurrence, and during the continuation, of any Event of
Default, Beneficiary may, in its sole discretion and without regard to the
adequacy of its security under this Deed of Trust, apply all or any part of any
amounts on deposit with Beneficiary under this Deed of Trust against all or any
part of the Indebtedness. Any such application shall not be construed to cure or
waive any Default or Event of Default or invalidate any act taken by Beneficiary
on account of such Default or Event of Default.

            24. Rights and Responsibilities of Trustee; Other Provisions
Relating to Trustee.

            Notwithstanding anything to the contrary in this Deed of Trust,
Grantor and Beneficiary agree as follows.

            (a)   Exercise of Remedies by Trustee. To the extent that this Deed
of Trust or applicable law authorizes or empowers Beneficiary to exercise any
remedies set forth in Section 15 hereof or otherwise, or perform any acts in
connection therewith, Trustee (but not to the exclusion of Beneficiary unless so
required under the law of the State) shall have the power to exercise any or all
such remedies, and to perform any acts provided for in this Deed of Trust in
connection therewith, all for the benefit of Beneficiary and on Beneficiary's
behalf in accordance with applicable law of the State. In connection therewith,
Trustee: (a) shall not exercise, or waive the exercise of, any Beneficiary's
remedies (other than any rights of Trustee to any indemnity or reimbursement),
except at Beneficiary's request, and (b) shall exercise, or waive the exercise
of, any or all of Beneficiary's remedies at Beneficiary's request, and in
accordance with Beneficiary's directions as to the manner of such exercise or
waiver. Trustee may, however, decline to follow Beneficiary's request or
direction if Trustee shall be advised by counsel that the action or proceeding,
or manner thereof, so directed may not lawfully be taken or waived.

            (b)   Rights and Privileges of Trustee. To the extent that this
Deed of Trust requires Grantor to reimburse Beneficiary for any expenditures
Beneficiary may incur, Trustee shall be entitled to the same rights to
reimbursement of expenses as Beneficiary, subject to such limitations and
conditions as would apply in the case of Beneficiary. To the extent that this
Deed of Trust negates or limits Beneficiary's liability as to any matter,
Trustee shall be entitled to the same negation or limitation of liability. To
the extent that Grantor, pursuant to this Deed of Trust, appoints Beneficiary as
Grantor's attorney in fact for any purpose, Beneficiary or (when so instructed
by Beneficiary) Trustee shall be entitled to act on Grantor's behalf without
joinder or confirmation by the other.

            (c)   Authority of Beneficiary. If Beneficiary is a banking
corporation, state banking corporation or a national banking association and the
instrument of appointment of any successor or replacement Trustee is executed on
Beneficiary's behalf by an officer of such corporation, state banking
corporation or national banking association, then such appointment may be
executed by any authorized officer or agent of Beneficiary and such appointment
shall be


                                                                              15



conclusively presumed to be executed with authority and shall be valid and
sufficient without proof of any action by the board of directors or any superior
officer of Beneficiary.

            (d)   Effect of Appointment of Successor Trustee. Upon the
appointment and designation of any successor, substitute or replacement Trustee,
Trustee's entire estate and title in the Mortgaged Property shall vest in the
designated successor, substitute or replacement Trustee. Such successor,
substitute or replacement Trustee shall thereupon succeed to and shall hold,
possess and execute all the rights, powers, privileges, immunities and duties
herein conferred upon Trustee. All references herein to Trustee shall be deemed
to refer to Trustee (including any successor or substitute appointed and
designated as herein provided) from time to time acting hereunder.

            (e)   Confirmation of Transfer and Succession. Any new Trustee
appointed pursuant to any of the provisions hereof shall, without any further
act, deed or conveyance, become vested with all the estates, properties, rights,
powers and trusts of his predecessor in the rights hereunder with like effect as
if originally named as Trustee herein; but nevertheless, upon the written
request of Beneficiary or of any successor, substitute or replacement Trustee,
any former Trustee ceasing to act shall execute and deliver an instrument
transferring to such successor, substitute or replacement Trustee all of the
right, title, estate and interest in the Mortgaged Property of Trustee so
ceasing to act, together with all the rights, powers, privileges, immunities and
duties herein conferred upon Trustee, and shall duly assign, transfer and
deliver all properties and moneys held by said Trustee hereunder to said
successor, substitute or replacement Trustee.

            (f)   Exculpation. Trustee shall not be liable for any error of
judgment or act done by Trustee in good faith, or otherwise be responsible or
accountable under any circumstances whatsoever, except for Trustee's gross
negligence, willful misconduct or knowing violation of law. Trustee shall not be
personally liable in case of entry by him, or anyone entering by virtue of the
powers herein granted him, upon the Mortgaged Property for debts contracted or
liability or damages incurred in the management or operation of the Mortgaged
Property. Trustee shall have the right to rely on any instrument, document or
signature authorizing or supporting any action taken or proposed to be taken by
it hereunder, believed by it in good faith to be genuine. All moneys received by
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated in any
manner from any other moneys (except to the extent required by law). Trustee
shall be under no liability for interest on any moneys received by it hereunder.

            (g)   Endorsement and Execution of Documents. Upon Beneficiary's
written request, Trustee shall, without liability or notice to Grantor, execute,
consent to, or join in any instrument or agreement in connection with or
necessary to effectuate the purposes of this Deed of Trust. Grantor hereby
irrevocably designates Trustee as its attorney in fact to execute, acknowledge
and deliver, on Grantor's behalf and in Grantor's name, all instruments or
agreements necessary to implement any provision(s) of this Deed of Trust or to
further perfect the lien created by this Deed of Trust on the Mortgaged
Property. This power of attorney shall be deemed to be coupled with an interest
and shall survive any disability of Grantor.


                                                                              16



            (h)   Multiple Trustees. If Beneficiary appoints multiple trustees,
then any Trustee, individually, may exercise all powers granted to Trustee under
this instrument, without the need for action by any other Trustee(s).

            (i)   No Required Action. Trustee shall not be required to take any
action under this Deed of Trust or to institute, appear in or defend any action,
suit or other proceeding in connection therewith where in his opinion such
action will be likely to involve him in expense or liability, unless requested
so to do by a written instrument signed by Beneficiary and, if Trustee so
requests, unless Trustee is tendered security and indemnity satisfactory to him
against any and all costs, expense and liabilities arising therefrom. Trustee
shall not be responsible for the execution, acknowledgment or validity of this
Deed of Trust, or for the proper authorization thereof, or for the sufficiency
of the lien and security interest purported to be created hereby, and makes no
representation in respect thereof or in respect of the rights, remedies and
recourses of Beneficiary.

            (j)   Terms of Trustee's Acceptance. Trustee accepts the trust
created by this Deed of Trust upon the following terms and conditions:

                  (i) Delegation. Trustee may exercise any of its powers through
            appointment of attorney(s) in fact or agents.

                  (ii) Security. Trustee shall be under no obligation to take
            any action upon any Event of Default unless furnished security or
            indemnity, in form satisfactory to Trustee, against costs, expenses,
            and liabilities that Trustee may incur.

                  (iii) Costs and Expenses. Grantor shall reimburse Trustee, as
            part of the Obligations secured hereunder, for all reasonable
            disbursements and expenses (including reasonable legal fees and
            expenses) incurred by reason of or arising from an Event of Default
            and as provided for in this Deed of Trust, including any of the
            foregoing incurred in Trustee's administering and executing the
            trust created by this Deed of Trust and performing Trustee's duties
            and exercising Trustee's powers under this Deed of Trust.

            24. Notices. All notices, requests, demands and other communications
hereunder shall be given in accordance with the provisions of Section 9.01 of
the Credit Agreement to Grantor in care of Borrower and to Beneficiary as
specified therein.

            25. No Oral Modification. This Deed of Trust may not be amended,
supplemented or otherwise modified except in accordance with the provisions of
Section 9.02 of the Credit Agreement. To the extent permitted by Applicable Law,
any agreement made by Grantor and Beneficiary after the date of this Deed of
Trust relating to this Deed of Trust shall be superior to the rights of the
holder of any intervening or subordinate lien or encumbrance.

            26. Partial Invalidity. In the event any one or more of the
provisions contained in this Deed of Trust shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but each shall be
construed as if such invalid, illegal or unenforceable provision had never been
included. Notwithstanding to the contrary anything contained in this Deed of
Trust or in any


                                                                              17



provisions of the Indebtedness or Loan Documents, the obligations of Grantor and
of any other obligor under the Indebtedness or Loan Documents shall be subject
to the limitation that Beneficiary shall not charge, take or receive, nor shall
Grantor or any other obligor be obligated to pay to Beneficiary, any amounts
constituting interest in excess of the maximum rate permitted by law to be
charged by Beneficiary.

            27. Grantor's Waiver of Rights. To the fullest extent permitted by
law, Grantor waives the benefit of all laws now existing or that may
subsequently be enacted providing for (i) any appraisement before sale of any
portion of the Mortgaged Property, (ii) any extension of the time for the
enforcement of the collection of the Indebtedness or the creation or extension
of a period of redemption from any sale made in collecting such debt and (iii)
exemption of the Mortgaged Property from attachment, levy or sale under
execution or exemption from civil process. To the full extent Grantor may do so,
Grantor agrees that Grantor will not at any time insist upon, plead, claim or
take the benefit or advantage of any law now or hereafter in force providing for
any appraisement, valuation, stay, exemption, extension or redemption, or
requiring foreclosure of this Deed of Trust before exercising any other remedy
granted hereunder and Grantor, for Grantor and its successors and assigns, and
for any and all Persons ever claiming any interest in the Mortgaged Property, to
the extent permitted by law, hereby waives and releases all rights of
redemption, valuation, appraisement, stay of execution, notice of election to
mature or declare due the whole of the secured indebtedness and marshalling in
the event of foreclosure of the liens hereby created.

            28. Remedies Not Exclusive. Beneficiary shall be entitled to enforce
payment of the Indebtedness and performance of the Obligations and to exercise
all rights and powers under this Deed of Trust or under any of the other Loan
Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Indebtedness and Obligations may now or
hereafter be otherwise secured, whether by mortgage, security agreement, pledge,
lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor
its enforcement, shall prejudice or in any manner affect Beneficiary's right to
realize upon or enforce any other security now or hereafter held by Beneficiary,
it being agreed that Beneficiary shall be entitled to enforce this Deed of Trust
and any other security now or hereafter held by Beneficiary in such order and
manner as Beneficiary may determine in its absolute discretion. No remedy herein
conferred upon or reserved to Beneficiary is intended to be exclusive of any
other remedy herein or by law provided or permitted, but each shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute. Every power or remedy
given by any of the Loan Documents to Beneficiary or to which it may otherwise
be entitled, may be exercised, concurrently or independently, from time to time
and as often as may be deemed expedient by Beneficiary. In no event shall
Beneficiary, in the exercise of the remedies provided in this Deed of Trust
(including, without limitation, in connection with the assignment of Rents to
Beneficiary, or the appointment of a receiver and the entry of such receiver on
to all or any part of the Mortgaged Property), be deemed a "Beneficiary in
possession," and Beneficiary shall not in any way be made liable for any act,
either of commission or omission, in connection with the exercise of such
remedies.

            29. Multiple Security. If (a) the Premises shall consist of one or
more parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Deed of Trust, Beneficiary shall now or
hereafter hold one or more additional mortgages,


                                                                              18



liens, deeds of trust or other security (directly or indirectly) for the
Indebtedness upon other property in the State in which the Premises are located
(whether or not such property is owned by Grantor or by others) or (c) both the
circumstances described in clauses (a) and (b) shall be true, then to the
fullest extent permitted by law, Beneficiary may, at its election, commence or
consolidate in a single foreclosure action all foreclosure proceedings against
all such collateral securing the Indebtedness (including the Mortgaged
Property), which action may be brought or consolidated in the courts of any
county in which any of such collateral is located. Grantor acknowledges that the
right to maintain a consolidated foreclosure action is a specific inducement to
Beneficiary to extend the Indebtedness, and Grantor expressly and irrevocably
waives any objections to the commencement or consolidation of the foreclosure
proceedings in a single action and any objections to the laying of venue or
based on the grounds of forum non conveniens which it may now or hereafter have.
Grantor further agrees that if Beneficiary shall be prosecuting one or more
foreclosure or other proceedings against a portion of the Mortgaged Property or
against any collateral other than the Mortgaged Property, which collateral
directly or indirectly secures the Indebtedness, or if Beneficiary shall have
obtained a judgment of foreclosure and sale or similar judgment against such
collateral, then, whether or not such proceedings are being maintained or
judgments were obtained in or outside the State in which the Premises are
located, Beneficiary may commence or continue foreclosure proceedings and
exercise its other remedies granted in this Deed of Trust against all or any
part of the Mortgaged Property and Grantor waives any objections to the
commencement or continuation of a foreclosure of this Deed of Trust or exercise
of any other remedies hereunder based on such other proceedings or judgments,
and waives any right to seek to dismiss, stay, remove, transfer or consolidate
either any action under this Deed of Trust or such other proceedings on such
basis. Neither the commencement nor continuation of proceedings to foreclose
this Deed of Trust nor the exercise of any other rights hereunder nor the
recovery of any judgment by Beneficiary in any such proceedings shall prejudice,
limit or preclude Beneficiary's right to commence or continue one or more
foreclosure or other proceedings or obtain a judgment against any other
collateral (either in or outside the State in which the Premises are located)
which directly or indirectly secures the Indebtedness, and Grantor expressly
waives any objections to the commencement of, continuation of, or entry of a
judgment in such other proceedings or exercise of any remedies in such
proceedings based upon any action or judgment connected to this Deed of Trust,
and Grantor also waives any right to seek to dismiss, stay, remove, transfer or
consolidate either such other proceedings or any action under this Deed of Trust
on such basis. It is expressly understood and agreed that to the fullest extent
permitted by law, Beneficiary may, at its election, cause the sale of all
collateral which is the subject of a single foreclosure action at either a
single sale or at multiple sales conducted simultaneously and take such other
measures as are appropriate in order to effect the agreement of the parties to
dispose of and administer all collateral securing the Indebtedness (directly or
indirectly) in the most economical and least time-consuming manner.

            30. Successors and Assigns. All covenants of Grantor contained in
this Deed of Trust are imposed solely and exclusively for the benefit of
Beneficiary and its successors and assigns, and no other person or entity shall
have standing to require compliance with such covenants or be deemed, under any
circumstances, to be a beneficiary of such covenants, any or all of which may be
freely waived in whole or in part by Beneficiary at any time if in its sole
discretion it deems such waiver advisable. All such covenants of Grantor shall
run with the land and bind Grantor, the successors and assigns of Grantor (and
each of them) and all subsequent


                                                                              19



owners, encumbrancers and tenants of the Mortgaged Property, and shall inure to
the benefit of Beneficiary, its successors and assigns. The word "Grantor" shall
be construed as if it read "Grantors" whenever the sense of this Deed of Trust
so requires and if there shall be more than one Grantor, the obligations of
Grantors shall be joint and several.

            31. No Waivers, etc. Any failure by Beneficiary to insist upon
the strict performance by Grantor of any of the terms and provisions of this
Deed of Trust shall not be deemed to be a waiver of any of the terms and
provisions hereof, and Beneficiary, notwithstanding any such failure, shall have
the right thereafter to insist upon the strict performance by Grantor of any and
all of the terms and provisions of this Deed of Trust to be performed by
Grantor. Beneficiary may release, regardless of consideration and without the
necessity for any notice to or consent by the holder of any subordinate lien on
the Mortgaged Property, any part of the security held for the obligations
secured by this Deed of Trust without, as to the remainder of the security, in
anywise impairing or affecting the lien of this Deed of Trust or the priority of
such lien over any subordinate lien.

            32. Governing Law, etc. This Deed of Trust shall be governed by
and construed in accordance with the laws of Texas, except that Grantor
expressly acknowledges that by its terms the Credit Agreement and any Note shall
be governed and construed in accordance with the laws of the State of New York,
without regard to principles of conflict of law, and for purposes of
consistency, Grantor agrees that in any in personam proceeding related to this
Deed of Trust the rights of the parties to this Deed of Trust shall also be
governed by and construed in accordance with the laws of the State of New York
governing contracts made and to be performed in that State, without regard to
principles of conflict of law.

            33. Certain Definitions. Unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, words used in
this Deed of Trust shall be used interchangeably in singular or plural form and
the word "Grantor" shall mean "each Grantor or any subsequent owner or owners of
the Mortgaged Property or any part thereof or interest therein," the word
"Beneficiary" shall mean "Beneficiary or any successor agent for the Lenders,"
the word "person" shall include any individual, corporation, partnership, trust,
unincorporated association, government, governmental authority, or other entity,
and the words "Mortgaged Property" shall include any portion of the Mortgaged
Property or interest therein. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and vice
versa. The captions in this Deed of Trust are for convenience or reference only
and in no way limit or amplify the provisions hereof.

            34. Local Law Provisions.

            (a)   Maximum Interest. It is expressly stipulated and agreed to be
the intent of Grantor and Beneficiary at all times to comply strictly with the
applicable Texas law governing the maximum rate or amount of interest payable on
the Indebtedness and the Obligations (or applicable United States federal law to
the extent that it permits Beneficiary to contract for, charge, take, reserve or
receive a greater amount of interest than under Texas law). If the applicable
law is ever judicially interpreted so as to render usurious any amount (i)
contracted for, charged, taken, reserved or received pursuant to the
Indebtedness and the Obligations, any of


                                                                              20



the other Loan Documents or any other communication or writing by or between
Grantor and Beneficiary related to the transaction or transactions that are the
subject matter of the Loan Documents, (ii) contracted for, charged or received
by reason of Beneficiary's exercise of the option to accelerate the maturity of
any Note and/or Indebtedness and the Obligations, or (iii) Grantor will have
paid or Beneficiary or any Lender will have received by reason of any voluntary
prepayment by Grantor of any Note and/or the Indebtedness or the Obligations,
then it is Grantor's and Beneficiary's express intent that all amounts charged
in excess of the Maximum Lawful Rate shall be automatically canceled, ab initio,
and all amounts in excess of the Maximum Lawful Rate theretofore collected by
Beneficiary shall be credited on the principal balance of the Notes and/or the
Indebtedness and the Obligations (or, if the Notes and all Indebtedness and the
Obligations have been or would thereby be paid in full, refunded to Grantor),
and the provisions of the Notes and the other Loan Documents immediately be
deemed reformed and the amounts thereafter collectible hereunder and thereunder
reduced, without the necessity of the execution of any new document, so as to
comply with the applicable law, but so as to permit the recovery of the fullest
amount otherwise called for hereunder and thereunder; provided, however, if the
Notes have been paid in full before the end of the stated term of the Notes,
then Grantor and Beneficiary agree that Beneficiary shall, with reasonable
promptness after Beneficiary discovers or is advised by Grantor that interest
was received in an amount in excess of the Maximum Lawful Rate, either refund
such excess interest to Grantor and/or credit such excess interest against the
Notes and/or any Indebtedness or the Obligations then owing by Grantor to
Beneficiary and Lenders. All sums contracted for, charged or received by
Beneficiary for the use, forbearance or detention of any debt evidenced by the
Notes and/or the Indebtedness or the Obligations shall, to the extent permitted
by applicable law, be amortized or spread, using the actuarial method,
throughout the stated term of the Notes and/or the Indebtedness and the
Obligations (including any and all renewal and extension periods) until payment
in full so that the rate or amount of interest on account of the Notes and/or
the Indebtedness and the Obligations does not exceed the Maximum Lawful Rate
from time to time in effect and applicable to the Notes and/or the Indebtedness
and the Obligations for so long as debt is outstanding. In no event shall the
provisions of Chapter 346 of the Texas Finance Code (which regulates certain
revolving credit loan accounts and revolving triparty accounts) apply to the
Notes and/or the Indebtedness and the Obligations. Notwithstanding anything to
the contrary contained herein or in any of the other Loan Documents, it is not
the intention of Beneficiary to accelerate the maturity of any interest that has
not accrued at the time of such acceleration or to collect unearned interest at
the time of such acceleration.

            As used herein, "Maximum Lawful Rate" means the maximum lawful rate
of interest which may be contracted for, charged, taken, received or reserved by
Beneficiary or any Lender in accordance with the applicable laws of the State of
Texas (or applicable United States federal law to the extent that it permits
Beneficiary or such Lender to contract for, charge, take, receive or reserve a
greater amount of interest than under Texas law). To the extent that Beneficiary
is relying on Chapter 303 of the Texas Finance Code to determine the Maximum
Lawful Rate payable on the Notes and/or the Indebtedness and Obligations,
Beneficiary will utilize the weekly ceiling from time to time in effect as
provided in such Chapter 303, as amended. To the extent United States federal
law permits Beneficiary or any Lender to contract for, charge, take, receive or
reserve a greater amount of interest than under Texas law, Beneficiary or such
Lender will rely on United States federal law instead of such Chapter 303 for
the purpose of determining the Maximum Lawful Rate. Additionally, to the extent
permitted by


                                                                              21



applicable law now or hereafter in effect, Beneficiary may, at its option and
from time to time, utilize any other method of establishing the Maximum Lawful
Rate under such Chapter 303 or under other applicable law by giving notice, if
required, to Grantor as provided by applicable law now or hereafter in effect.

            (b)   ENTIRE AGREEMENT. THIS DEED OF TRUST AND THE OTHER LOAN
DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF
AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.


                                                                              22



            This Deed of Trust has been duly executed by Grantor on the date
first above written.

                                     CHECKS IN THE MAIL, INC.

                                     By:/s/ Peter A. Fera Jr.
                                        ----------------------------------------
                                        Name:  Peter A. Fera Jr.
                                        Title: EVP and CFO

STATE OF NEW YORK    ss.
                     ss.
COUNTY OF NEW YORK   ss.

            The foregoing instrument was ACKNOWLEDGED before me this 30 day of
April, 2007, by Peter A. Fera Jr., the EVP and CFO of Checks in the Mail Inc.,
on behalf of said Corporation.

[S E A L]
                                        /s/ Joshua Babbit
                                        ----------------------------------------
                                        Notary Public, State of Texas

My Commission Expires:

                                        Joshua Babbit
                                        ----------------------------------------
August 7, 2010                          Printed Name of Notary Public


                                                                              23



                                   Schedule A

                          [Description of the Premises]

Real property in the County of Comal, State of Texas, described as follows:

Being a 16.475 acre tract of land out of the O. Russell Survey No. 2 and also
being all of the same tract of land, as now found upon this ground, called
16.483 acres, described in Volume 709, Page 758, of the Official Public Records
of Comal County, Texas, and all bearings referred to in this description are
rotated to and referenced to a bearing of N 44(degree) 05' 00" E between iron
pins found along the Northwest line of Goodwin Lane, said 16.475 acre tract
being more particularly described as follows:

BEGINNING at an iron pin found at the intersection of the Easterly line of the
Missouri-Pacific Railroad and the Northeasterly Right of Way line of F.M.
Highway No. 306, for the West corner of this tract, the West corner of the above
referenced 16.483 acre tract;

THENCE along the Easterly line of the Missouri-Pacific Railroad, same being the
Northwesterly line of the above referenced 16.483 acre tract, N 17(degree) 45'
08" E, 1392.02 feet (record N 17(degree) 46' 40" E - 1392.77 feet in Volume 709,
Page 758) to an iron pin found for the North corner of this tract, the North
corner of the above referenced 16.483 acre tract, same being the West corner of
a certain tract called 4.450 acres described in Volume 263, Page 329, of the
Deed Records of Comal County, Texas;

THENCE along the Northeasterly line of the above referenced 16.483 acre tract,
same being the Southwest line of said 4.450 acre tract, S 45(degree) 25' 30" E,
887.44 feet (record S 45(degree) 23' 46" E - 887.33 feet in Volume 709, Page
758) to an iron pin found on the Northwesterly line of Goodwin Lane, for the
corner of this tract, the East corner of the above referenced 16.483 acre tract,
same being the South corner of said 4.450 acre tract;

THENCE with the Northwest line of Goodwin Lane, S 44(degree) 05' 00" W, 1193.54
feet (record 1194.78 feet in Volume 709, Page 758) to an iron pin found and N
89(degree) 14' 16" W 70.38 feet (record N 89(degree) 39' 59" W - 70.04 feet in
Volume 709, Page 758) to an iron pin found on the Northeasterly line of F.M.
Highway No. 306, for a Southerly corner of this tract, a Southerly corner of the
above referenced 16.483 acre tract;

THENCE with the Northeasterly line of F.M. Highway No. 306, N 45(degree) 26' 00"
W, 218.77 feet (record 218.65 feet in Volume 709, Page 758) to the POINT OF
BEGINNING AND CONTAINING 16.475 acre of land, more or less.

EX-4.19

        DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES
                               AND FIXTURE FILING

                                       by

                          CLARKE AMERICAN CHECKS, INC.,

                                   as Grantor

                          in favor of PETER GRAF, ESQ.,

                                   as Trustee

                               for the benefit of

        CREDIT SUISSE, CAYMAN ISLANDS BRANCH as administrative agent and
                         collateral agent, Beneficiary

                             DATED AS OF May 1, 2007

                       After recording, please return to:

                              Latham & Watkins LLP
                                 885 Third Ave.
                               New York, NY 10022

                               ATTN: Curtis Peele

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.




                                                                           TEXAS

            This DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND
LEASES AND FIXTURE FILING, dated as of May 1, 2007 (this "Deed of Trust"), is
made by and from CLARKE AMERICAN CHECKS, INC., a Delaware corporation, successor
by merger to Clarke American Checks, Inc., a Maryland corporation formerly known
as ABS Corporation, a Maryland corporation, successor by merger to Clarke
Checks, Inc., a Delaware corporation formerly known as Midas Touch, Inc., a
Delaware corporation, successor by merger to Clarke Checks, Inc. a Texas
Corporation ("Grantor"), whose address is c/o Clarke American Corp., 10931
Laureate Drive, San Antonio, TX 78249, in favor of PETER GRAF, ESQ., with an
address at 2626 Howell Street 10th Floor, Dallas, Texas 75204, as trustee
(together with its successors and assigns, in such capacity, "Trustee"), for the
benefit of CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent and
collateral agent (in such capacities and together with its successors, the
"Agent") for the Lenders, referred to below ("Beneficiary"), whose address is
Eleven Madison Avenue, New York, New York 10010. References to this Deed of
Trust shall mean this instrument and any and all renewals, modifications,
amendments, supplements, extensions, consolidations, substitutions, spreaders
and replacements of this instrument.

                                   Background

            A. Clarke American Corp., as borrower, and certain other affiliates
of Grantor, as subsidiary co-borrowers, have entered into a Credit Agreement
dated as of April 4, 2007, as modified by the pre-funding Joinder Agreement and
the post-acquisition Joinder Agreement, each dated as of the date hereof (and as
may be amended, supplemented or otherwise further modified from time to time,
the "Credit Agreement"), with several banks and other financial institutions
from time to time parties thereto (the "Lenders") and Beneficiary. The terms of
the Credit Agreement are incorporated by reference in this Deed of Trust as if
the terms thereof were fully set forth herein.

            Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement. In the event of a conflict
between this Deed of Trust and the Credit Agreement, the terms and provisions of
the Credit Agreement shall control. References in this Deed of Trust to the
"Interest Rates" shall mean the interest rates provided for in Sections 2.11 and
2.12 of the Credit Agreement.

            B. Grantor is the owner of the parcel(s) of real property described
on Schedule A attached hereto and made a part hereof (such real property,
together with all of the buildings, improvements, structures and fixtures
(including, without limitation, to the extent owned by Grantor all gas and
electric fixtures, radiators, heaters, docks, engines and machinery, boilers,
ranges, elevators and motors, plumbing, heating and air conditioning fixtures,
carpeting and other floor coverings, water heaters, cleaning apparatus and other
items which are or are to be attached to such real property) now or subsequently
located thereon (the "Improvements"), being collectively referred to as the
"Real Estate").

            C. Subject to the terms and conditions of the Credit Agreement, (i)
each Tranche B Term Lender has agreed, severally and not jointly, to make a
Tranche B Term Loan to




Grantor, as evidenced by the Credit Agreement and if requested by any Lender, a
promissory note (a "Note"); (ii) the Swingline Lender has agreed to make
Swingline Loans to Grantor; (iii) each Revolving Credit Lender has agreed,
severally and not jointly, to make Revolving Loans to Grantor; and (iv) the
Issuing Banks have agreed to issue letters of credit on behalf of Grantor (the
"Letters of Credit") and (v) certain lenders may make additional extensions of
credit under incremental loan facilities. The obligations to reimburse L/C
Disbursements (the "Reimbursement Obligations") with respect to drawings under
the Letters of Credit are evidenced by the Credit Agreement.

            D. The obligations of the Lenders to make the Loans and to issue
Letters of Credit are conditioned upon, among other things, the execution and
delivery by Grantor of this Deed of Trust.

                                Granting Clauses

            For ten dollars ($10) and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, Grantor agrees
that to secure:

            (a)   repayment of the principal in the amount of $2,150,000,000 or
                  so much thereof as may be outstanding from time to time of and
                  payment of interest (including, without limitation, interest
                  accruing after the maturity of the Loans made by each Lender
                  and interest accruing after the filing of any petition in
                  bankruptcy, or the commencement of any insolvency,
                  reorganization or like proceeding, relating to Grantor,
                  whether or not a claim for post-filing or post-petition
                  interest is allowed in such proceeding) on the Loans made by
                  each Lender to, and the Notes, if any, held by each Lender of,
                  Grantor;

            (b)   payment of all Reimbursement Obligations with respect to
                  drawings under the Letters of Credit;

            (c)   payment of all Secured Obligations;

            (d)   payment of all other obligations and liabilities of Grantor to
                  Beneficiary and the Lenders, whether direct or indirect,
                  absolute or contingent, due or to become due, or now existing
                  or hereafter incurred, which may arise under, out of, or in
                  connection with, the Credit Agreement, any Note, the Letters
                  of Credit, the Guarantee and Collateral Agreement (including
                  Borrower Obligations as defined therein), this Deed of Trust,
                  the other Collateral Documents and other Loan Documents or any
                  agreement providing for Secured Obligations or any other
                  document made, delivered or given in connection herewith or
                  therewith, in each case whether on account of principal,
                  interest, Reimbursement Obligations, fees, indemnities, costs,
                  expenses or otherwise (including, without limitation, all
                  reasonable fees and disbursements of counsel to Beneficiary or
                  to the Lenders that are required to be paid by Grantor
                  pursuant to the terms of the Credit Agreement, this Deed of
                  Trust or any other Loan Documents)


                                                                               2



                  (the items set forth in clauses (a) through (d) being
                  referred to herein collectively as the "Indebtedness"); and

            (e)   the performance and observance of each obligation, term,
                  covenant and condition to be performed or observed by Grantor
                  (the "Obligations") under, in connection with or pursuant to
                  the provisions of the Credit Agreement, any Note, the Letters
                  of Credit, the Guarantee and Collateral Agreement, this Deed
                  of Trust and any of the other Collateral Documents or any of
                  the other Loan Documents or any agreement providing for
                  Secured Obligations;

GRANTOR HEREBY GRANTS TO BENEFICIARY A LIEN UPON AND A SECURITY INTEREST IN, AND
HEREBY MORTGAGES, GRANTS, ASSIGNS, TRANSFERS, HYPOTHECATES, PLEDGES, CONVEYS AND
SETS OVER TO TRUSTEE AND TRUSTEE'S SUCCESSORS AND ASSIGNS, IN TRUST, FOR THE
BENEFIT AND SECURITY OF THE BENEFICIARY, WITH DEED OF TRUST COVENANTS:

            (A) the Real Estate;

            (B) all the estate, right, title, interest, claim or demand
      whatsoever of Grantor, in possession or expectancy, in and to the Real
      Estate or any part thereof;

            (C) all right, title, estate and interest of Grantor in, to and
      under all easements, rights of way, strips and gores of land, streets,
      ways, alleys, passages, sewer rights, waters, water courses, water and
      riparian rights, development rights, air rights, mineral rights and all
      estates, rights, titles, interests, privileges, licenses, tenements,
      hereditaments and appurtenances belonging, relating or appertaining to the
      Real Estate, and any reversions, remainders, rents, issues, profits and
      revenue thereof and all land lying in the bed of any street, road or
      avenue, in front of or adjoining the Real Estate to the center line
      thereof;

            (D) all right, title, estate and interest of Grantor in and to all
      of the fixtures, "equipment" (as defined in the Uniform Commercial Code)
      chattels, business machines, machinery, apparatus, equipment, furnishings,
      fittings and articles of personal property of every kind and nature
      whatsoever, and all appurtenances and additions thereto and substitutions
      or replacements thereof (together with, in each case, attachments,
      components, parts and accessories) currently owned or subsequently
      acquired by Grantor and now or subsequently attached to, or contained in
      or used or usable in any way in connection with any operation or letting
      of the Real Estate, including but without limiting the generality of the
      foregoing, all screens, awnings, shades, blinds, curtains, draperies,
      artwork, carpets, rugs, storm doors and windows, furniture and
      furnishings, heating, electrical, and mechanical equipment, lighting,
      switchboards, plumbing, ventilating, air conditioning and air-cooling
      apparatus, refrigerating, and incinerating equipment, escalators,
      elevators, loading and unloading equipment and systems, stoves, ranges,
      laundry equipment, cleaning systems (including window cleaning apparatus),
      telephones, communication systems (including satellite dishes and
      antennae), televisions, computers, sprinkler systems and other fire
      prevention and extinguishing apparatus and materials,


                                                                               3



     security systems, motors, engines, machinery, pipes, pumps, tanks,
     conduits, appliances, fittings and fixtures of every kind and description
     (all of the foregoing in this paragraph (D) being referred to as the
     "Equipment");

            (E) all right, title, estate and interest of Grantor in and to all
      substitutes and replacements of, and all additions, improvements and
      concessions to, the Real Estate and the Equipment, subsequently acquired
      by or released to Grantor or constructed, assembled or placed by Grantor
      on the Real Estate, immediately upon such acquisition, release,
      construction, assembling or placement, including, without limitation, any
      and all building materials whether stored at the Real Estate or offsite,
      and, in each such case, without any further mortgage, conveyance,
      assignment or other act by Grantor;

            (F) all right, title, estate and interest of Grantor in, to and
      under all leases, subleases, underlettings, occupancy agreements,
      concession agreements, management agreements, licenses and other
      agreements relating to the use or occupancy of the Real Estate or the
      Equipment or any part thereof, now existing or subsequently entered into
      by Grantor and whether written or oral and all guarantees of any of the
      foregoing (collectively, as any of the foregoing may be amended, restated,
      extended, renewed or modified from time to time, the "Leases"), and all
      rights of Grantor in respect of cash and securities deposited thereunder
      and the right to receive and collect the revenues, income, rents, issues
      and profits thereof, together with all other rents, royalties, issues,
      profits, revenue, income and other benefits arising from the use and
      enjoyment of the Mortgaged Property (as defined below) (collectively, the
      "Rents");

            (G) all right, title, estate and interest of Grantor in and to all
      trade names, trade marks, logos, copyrights, licenses, good will and books
      and records resident in any form or on any media relating to or used in
      connection with the operation of the Real Estate or the Equipment or any
      part thereof; all general intangibles (as defined in the Uniform
      Commercial Code) related to the operation of the Real Estate, Equipment or
      Improvements now existing or hereafter arising and the license to use
      intellectual property such as computer software owned or licensed by
      Grantor or other proprietary business information relating to Grantor's
      policies, procedures, manuals and trade secrets and related to the
      operation of the Real Estate or Equipment;

            (H) all right, title, estate and interest of Grantor in and to all
      unearned premiums under insurance policies now or subsequently obtained by
      Grantor relating to the Real Estate or Equipment and Grantor's interest in
      and to all proceeds of any such insurance policies (including title
      insurance policies) including the right to collect and receive such
      proceeds, subject to the provisions relating to insurance generally set
      forth below; and all awards and other compensation, including the interest
      payable thereon and the right to collect and receive the same, made to the
      present or any subsequent owner of the Real Estate or Equipment for the
      taking by eminent domain, condemnation or otherwise, of all or any part of
      the Real Estate or any easement or other right therein;

            (I) all right, title, estate and interest of Grantor in and to (i)
      all contracts from time to time executed by Grantor or any manager or
      agent on its behalf relating to the ownership, construction, maintenance,
      repair, operation, occupancy, sale, leasing or


                                                                               4



      financing of the Real Estate or Equipment or any part thereof and all
      agreements relating to the purchase or lease of any portion of the Real
      Estate or any property which is adjacent to the Real Estate, together with
      the right to exercise such options and all leases of Equipment
      (collectively, the "Contracts"), (ii) all consents, licenses, permits
      variances, building permits, certificates of occupancy and other
      governmental approvals relating to construction, completion, occupancy,
      use or operation of the Real Estate or any part thereof (collectively, the
      "Permits") and (iii) all drawings, plans, specifications and similar or
      related items relating to the Real Estate (collectively, the "Plans");

            (J) all right, title, estate and interest of Grantor in and to any
      and all monies now or subsequently on deposit for the payment of real
      estate taxes or special assessments against the Real Estate or for the
      payment of premiums on insurance policies covering the foregoing property
      or otherwise on deposit with or held by Beneficiary as provided in this
      Deed of Trust; and all "documents" as defined in the Uniform Commercial
      Code or other receipts covering, evidencing or representing goods now
      owned or hereafter acquired by Grantor (collectively, "Documents"); all
      (i) "instruments" as defined in the Uniform Commercial Code, "chattel
      paper" as defined in the Uniform Commercial Code, or letters of credit,
      evidencing, representing, arising from or existing in respect of, relating
      to, securing or otherwise supporting the payment of, any of the Mortgaged
      Property (including, without limitation, promissory notes, drafts, bills
      of exchange and trade acceptances) and chattel paper obtained by Grantor
      in connection with the Mortgaged Property (including, without limitation,
      all ledger sheets, computer records and printouts, databases, programs,
      books of account and files of Grantor relating thereto) and (ii) notes or
      other obligations of indebtedness relating to the Mortgaged Property and
      owing to Grantor from whatever source arising, in each case now owned or
      hereafter acquired by Grantor; all "inventory" as defined in the Uniform
      Commercial Code, whether now or hereafter existing or acquired, and which
      arises out of or is used in connection with, directly or indirectly, the
      ownership and operation of the Mortgaged Property, all Documents
      representing the same and all proceeds and products of the same
      (including, without limitation, all goods, merchandise, raw materials,
      work in process and other personal property, wherever located, now or
      hereafter owned or held by Grantor for manufacture, processing, the
      providing of services or sale, use or consumption in the operation of the
      Mortgaged Property (including, without limitation, fuel, supplies and
      similar items and all substances commingled therewith or added thereto)
      and rights and claims of Grantor against anyone who may store or acquire
      the same for the account of Grantor, or from whom Grantor may purchase the
      same); and

            (K) all proceeds (as defined in the Uniform Commercial Code) which,
      in any event, shall include, without limitation, all proceeds, products,
      offspring, rents, profits or receipts, in whatever form, arising from the
      Mortgaged Property (including, without limitation, (i) cash, instruments
      and other property received, receivable or otherwise distributed in
      respect of or in exchange for any or all of the Mortgaged Property, (ii)
      the collection, sale, lease, sublease, concession, exchange, assignment,
      licensing or other disposition of, or realization upon, any item or
      portion of the Mortgaged Property (including, without limitation, all
      claims of Grantor against third parties for loss of, damage to,
      destruction of, or for proceeds payable under, or unearned premiums with
      respect to, policies of insurance in respect of, any the Mortgaged
      Property now existing


                                                                               5



      or hereafter arising), (iii) any and all proceeds of any insurance,
      indemnity, warranty or guaranty payable to Grantor from time to time with
      respect to any of the Mortgaged Property, (iv) any and all payments (in
      any form whatsoever) made or due and payable to Grantor from time to time
      in connection with the requisition, confiscation, condemnation, seizure or
      forfeiture of all or any part of the Mortgaged Property by any
      governmental authority (or any person acting under color of Governmental
      Authority) and (v) any and all other amounts from time to time paid or
      payable under or in connection with any of the Mortgaged Property), both
      cash and noncash, of the foregoing;

            (All of the foregoing property and rights and interests now owned or
      held or subsequently acquired by Grantor and described in the foregoing
      clauses (A) through (E) are collectively referred to as the "Premises",
      and those described in the foregoing clauses (A) through (K) are
      collectively referred to as the "Mortgaged Property").

            TO HAVE AND TO HOLD the Mortgaged Property and the rights and
privileges hereby mortgaged unto Trustee for the benefit and security of
Beneficiary and its successors and assigns for the uses and purposes set forth
herein, until the Indebtedness is fully paid and the Obligations fully
performed.

                              Terms and Conditions

            Grantor further represents, warrants, covenants and agrees with
Beneficiary as follows:

            1. Warranty of Title. Grantor warrants the good title to the
Premises, subject only to the matters that are set forth in Schedule B of any
title insurance policy or policies being issued to Beneficiary to insure the
lien of this Deed of Trust and Permitted Liens and any other matter that does
not materially interfere with use of the Real Estate as currently used (the
"Permitted Exceptions") and that Grantor has the full power, authority and right
to execute, deliver and perform its obligations under this Deed of Trust and to
encumber, mortgage, transfer, give, grant, bargain, sell, alienate, enfeoff,
convey, confirm, warrant, pledge, assign and hypothecate the same and that this
Deed of Trust is and will remain a valid and enforceable first lien on and
security interest in the Mortgaged Property, subject only to the Permitted
Exceptions. Grantor shall, until the satisfaction or release of this Deed of
Trust, warrant, defend and preserve such title and the validity and priority of
the lien of this Deed of Trust and shall, until the satisfaction or release of
this Deed of Trust, warrant and defend the same to Beneficiary against the
claims of all persons whomsoever.

            2. Payment of Indebtedness. Grantor shall pay or cause to be paid
the Indebtedness at the times and places and in the manner specified in any
Note, the Credit Agreement, Guarantee and Collateral Agreement and any other
agreement providing for Secured Obligations and shall perform all the
Obligations in a timely manner.

            3. Requirements. (a) Grantor shall promptly comply with, or cause to
be complied with, and conform to (i) all present and future laws, statutes,
codes, ordinances, orders, judgments, decrees, rules, regulations and
requirements, and irrespective of the nature of the work to be done, with
respect to the Mortgaged Property of each Governmental Authority which


                                                                               6



has jurisdiction over the Mortgaged Property and (ii) all covenants,
restrictions and conditions now or later of record which may be applicable to
any of the Mortgaged Property, or to the use, manner of use, occupancy,
possession, operation, maintenance, alteration, repair or reconstruction of any
of the Mortgaged Property, except (in each such case) to the extent that failure
to comply therewith could not, in the aggregate, reasonably be expected to have
a Material Adverse Effect. All present and future laws, statutes, codes,
ordinances, orders, judgments, decrees, rules, regulations and requirements of
every Governmental Authority applicable to Grantor in connection with the
Mortgaged Property or to any of the Mortgaged Property and all covenants,
restrictions, and conditions which now or later may be applicable to any of the
Premises are collectively referred to as the "Legal Requirements".

            (b) Notwithstanding the provisions of paragraph (a) of this Section,
Grantor shall have the right to contest or object in good faith to the validity
or application of any Legal Requirement by appropriate legal proceedings
diligently conducted in good faith, but such right shall not be deemed or
construed in any way as relieving, modifying, or extending Grantor's covenant to
comply with any such Legal Requirement unless (i) Grantor has given prior
written notice to Beneficiary of Grantor's intent so to contest or object to
such Legal Requirement, (ii) Grantor shall demonstrate to Beneficiary's
reasonable satisfaction that any delay in compliance with such Legal Requirement
shall not entail a risk of forfeiture of any of the Mortgaged Property or
subject Grantor or Beneficiary to any criminal liability, (iii) by the terms of
such Legal Requirement, compliance therewith pending prosecution of any such
legal proceeding may legally be delayed without incurring any lien, charge or
liability of any kind against the Mortgaged property (other than for Permitted
Exceptions), or any part thereof, unless Grantor shall furnish a good and
sufficient bond or surety as required by and reasonably satisfactory to
Beneficiary and (iv) all Permits remain in effect.

            4. Payment of Taxes and Other Impositions. Promptly when due,
Grantor shall pay and discharge (or cause to be paid and discharged) all
material tax liabilities (the "Impositions"), before the same shall become
delinquent or in default in accordance with Section 5.04 of the Credit Agreement

            5. Insurance. (a) Grantor shall maintain or cause to be maintained
on all of the Premises proper insurance in accordance with Section 5.10 of the
Credit Agreement.

            (b) Each insurance policy (other than flood insurance) shall (x)
provide that the insurer affording such coverage shall mail 30 days' written
notice to the Agent in the event of cancellation of such coverage, and (y) with
respect to all property insurance, provide for deductibles in an amount
reasonably satisfactory to Beneficiary and contain a "Replacement Cost
Endorsement" without any deduction made for depreciation and with no
co-insurance penalty (or attaching an agreed amount endorsement satisfactory to
Beneficiary), with loss payable solely to Beneficiary (modified, if necessary,
to provide that proceeds in the amount of replacement cost may be retained by
Beneficiary without the obligation to rebuild) as its interest may appear,
without contribution, under a "standard" or "New York" Beneficiary clause
acceptable to Beneficiary. Liability insurance policies shall name Beneficiary
as an additional insured and contain a waiver of subrogation against
Beneficiary. Each policy shall expressly provide that any proceeds which are
payable to Beneficiary shall be paid by check payable to the order of
Beneficiary and Grantor and requiring the endorsement of Beneficiary and
Grantor.


                                                                               7



            (c) Grantor shall deliver to Beneficiary a certificate of such
insurance on the appropriate Acord Form(s) reasonably acceptable to Beneficiary.
Grantor shall (i) pay as they become due all premiums for such insurance and
(ii) concurrently with the expiration of each policy to be furnished pursuant to
the provisions of this Section 5, deliver a certificate of insurance in
substantially the same form as described in the first sentence of this Section
5(c).

            (d) Grantor promptly shall comply with and conform to (i) all
provisions of each such insurance policy, and (ii) all requirements of the
insurers applicable to Grantor or to any of the Mortgaged Property or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property. Grantor shall not use or permit the use
of the Mortgaged Property in any manner which would permit any insurer to cancel
any insurance policy or void coverage required to be maintained by this Deed of
Trust.

            (e) If the Mortgaged Property, or any material part thereof, shall
be destroyed or damaged, Grantor shall give prompt notice thereof to
Beneficiary. If an Event of Default shall have occurred and be continuing, and
the Beneficiary delivers notice to the Grantor that it is exercising its rights
under this Section 5(e), then all insurance proceeds shall be paid to
Beneficiary to be held by Beneficiary as collateral to secure the payment and
performance of the Indebtedness and the Obligations. At all other times, Grantor
shall have the right to adjust such loss, and the insurance proceeds relating to
such loss shall be paid over to Grantor and Grantor shall, promptly after any
such damage, repair such damage to the extent required under the Credit
Agreement, regardless of whether any insurance proceeds have been received or
whether such proceeds, if received, are sufficient to pay for the costs of
repair; provided that, any such insurance proceeds (net of fees and expenses
incurred in connection with the applicable casualty event or the recovery of
such insurance proceeds, taxes paid or estimated in good faith to be payable as
a result thereof and amounts required to be applied to the repayment of
principal, premium, prepayment fees, penalties, if any and interest on
Indebtedness required to be paid as a result thereof) that are not so applied
shall be deemed to be, and shall be treated as, Net Proceeds from an Asset Sale
pursuant to and in accordance with the terms of Sections 2.20(a), (b) and (c) of
the Credit Agreement (and shall be subject to such provisions (I) whether or not
such net insurance proceeds derive from property or assets used in or related to
businesses contemplated to be excluded from such application in accordance with
the definition of "Designated Asset Sale" contained in the Credit Agreement and
(II) without regard to whether any of the enumerated exclusions contained in the
definition of "Asset Sale" contained in the Credit Agreement may be applicable).
If an Event of Default shall have occurred and be continuing, Beneficiary shall
have the right to adjust such loss and use the insurance proceeds to pay the
Indebtedness or repair the Mortgaged Property in its sole and absolute
discretion.

            (f) In the event of foreclosure of this Deed of Trust or other
transfer of title to the Mortgaged Property, all right, title and interest of
Grantor to the benefit of insurance under any insurance policies then in force,
which are applicable to loss involving the Mortgaged Property, shall pass to the
purchaser or Beneficiary.

            (g) Grantor may maintain insurance required under this Deed of Trust
by means of one or more blanket insurance policies maintained by Grantor;
provided, however, that (A) any such policy shall specify, or Grantor shall
furnish to Beneficiary a written statement from the insurer so specifying, the
maximum amount of the total insurance afforded by such


                                                                               8



blanket policy that is applicable to the Premises and the other Mortgaged
Property and any sublimits in such blanket policy applicable to the Premises and
the other Mortgaged Property and (B) the protection afforded under any such
blanket policy shall be no less than that which would have been afforded under a
separate policy or policies relating only to the Mortgaged Property.

            6. Restrictions on Liens and Encumbrances. Except for the lien of
this Deed of Trust and the Permitted Exceptions, and except as permitted under
the Credit Agreement, Grantor shall not further mortgage, nor otherwise encumber
the Mortgaged Property nor create or suffer to exist any lien, charge or
encumbrance on the Mortgaged Property, or any part thereof, whether superior or
subordinate to the lien of this Deed of Trust and whether recourse or
non-recourse.

            7. Due on Sale and Other Transfer Restrictions. Except as permitted
under the Credit Agreement or Section 10 hereof, Grantor shall not sell,
transfer, convey or assign all or any portion of, or any interest in, the
Mortgaged Property.

            8. Maintenance. Grantor shall maintain or cause to be maintained all
the Improvements in accordance with the provisions of Section 5.05 of the Credit
Agreement.

            9. Condemnation/Eminent Domain. Promptly upon obtaining actual
knowledge of the institution of any proceedings for the condemnation of the
Mortgaged Property, or any portion thereof, Grantor shall notify Beneficiary of
the pendency of such proceedings. If an Event of Default occurs and is
continuing, Beneficiary is hereby authorized and empowered by Grantor to settle
or compromise any claim in connection with such condemnation and to receive all
awards and proceeds thereof to be held by Beneficiary as collateral to secure
the payment and performance of the Indebtedness and the Obligations.
Notwithstanding the preceding sentence, provided no Event of Default shall have
occurred and be continuing, but subject to the terms and provisions of the
Credit Agreement, Grantor shall, at its expense, diligently prosecute any
proceeding relating to such condemnation, settle or compromise any claims in
connection therewith in a manner consistent with its reasonable business
judgment and receive any awards or proceeds thereof.

            10. Leases. Except as permitted under the Credit Agreement, Grantor
shall not (i) execute an assignment or pledge of any Lease relating to all or
any portion of the Mortgaged Property other than in favor of Beneficiary, or
(ii) execute or permit to exist any Lease of any of the Mortgaged Property.

            11. Further Assurances. To further assure Beneficiary's rights under
this Deed of Trust, Grantor agrees upon demand of Beneficiary to do any act or
execute any additional documents (including, but not limited to, security
agreements on any personalty included or to be included in the Mortgaged
Property, a separate assignment of each Lease in recordable form and any Uniform
Commercial Code financing statements) as may be reasonably required by
Beneficiary to confirm the lien of this Deed of Trust and all other rights or
benefits conferred on Beneficiary.

            12. Beneficiary's Right to Perform. If Grantor fails to perform any
of the covenants or agreements of Grantor(other than with respect to the failure
to maintain insurance


                                                                               9



as required hereunder, in which case Beneficiary can immediately perform), and
such failure constitutes an Event of Default, without waiving or releasing
Grantor from any obligation or default under this Deed of Trust, Beneficiary
may, at any time (but shall be under no obligation to) pay or perform the same,
and the amount or cost thereof, with interest at the rate provided for in the
Credit Agreement, shall immediately, upon notice to Grantor, be due from Grantor
to Beneficiary and the same shall be secured by this Deed of Trust and shall be
a lien on the Mortgaged Property prior to any right, title to, interest in or
claim upon the Mortgaged Property attaching subsequent to the lien of this Deed
of Trust. No payment or advance of money by Beneficiary under this Section 12
shall be deemed or construed to cure Grantor's default or waive any right or
remedy of Beneficiary.

            13. Hazardous Material. Beneficiary shall have the right at any time
to conduct an environmental audit of the Premises, if it reasonably believes
there has been a violation of applicable Environmental Laws in connection with
such Premises, and Grantor shall cooperate in the conduct of such environmental
audit. Grantor shall comply with all provisions of the Credit Agreement
regarding Hazardous Materials and Environmental Laws.

            14. Events of Default. The occurrence of an Event of Default under
the Credit Agreement shall constitute an Event of Default hereunder.

            15. Remedies.

            (a) Upon the occurrence and during the continuation of any Event of
Default, in addition to any other rights and remedies Beneficiary may have
pursuant to the Loan Documents, or as provided by law, and without limitation,
Beneficiary may immediately take such action, without notice or demand, as it
deems advisable to protect and enforce its rights against Grantor and in and to
the Mortgaged Property, including, but not limited to, the following actions,
each of which may be pursued concurrently or otherwise, at such time and in such
manner as Beneficiary may determine, in its sole discretion, without impairing
or otherwise affecting the other rights and remedies of Beneficiary:

            (i) Beneficiary may, to the extent permitted by applicable law, (A)
      take immediate possession of all of the Mortgaged Property and take such
      action as Beneficiary, in its sole judgment, deems necessary to protect
      and preserve the Mortgaged Property, (B) institute, maintain and complete
      an action of mortgage foreclosure against all or any part of the Mortgaged
      Property and cause the Mortgaged Property to be sold in total or in parts,
      (C) purchase the Mortgaged Property at foreclosure sale, (D) institute and
      maintain an action on the Indebtedness, (E) sell all or part of the
      Mortgaged Property (Grantor expressly granting to Beneficiary the power of
      sale), or (F) take such other action at law or in equity for the
      enforcement of this Deed of Trust or any of the Loan Documents as the law
      may allow. Beneficiary may proceed in any such action to final judgment
      and execution thereon for all sums due hereunder, together with interest
      thereon at the rate provided for in the Credit Agreement and all costs of
      suit, including, without limitation, reasonable attorneys' fees and
      disbursements. Interest at the rate provided for in the Credit Agreement
      shall be due on any judgment obtained by Beneficiary from the date of
      judgment until actual payment is made of the full amount of the judgment.


                                                                              10



            (ii) Beneficiary may personally, or by its agents, attorneys and
      employees and without regard to the adequacy or inadequacy of the
      Mortgaged Property or any other collateral as security for the
      Indebtedness and Obligations enter into and upon the Mortgaged Property
      and each and every part thereof and exclude Grantor and its agents and
      employees therefrom without liability for trespass, damage or otherwise
      (Grantor hereby agreeing to surrender possession of the Mortgaged Property
      to Beneficiary upon demand at any such time) and use, operate, manage,
      maintain and control the Mortgaged Property and every part thereof.
      Following such entry and taking of possession, Beneficiary shall be
      entitled, without limitation, (x) to lease all or any part or parts of the
      Mortgaged Property for such periods of time and upon such conditions as
      Beneficiary may, in its discretion, deem proper, (y) to enforce, cancel or
      modify any Lease and (z) generally to execute, do and perform any other
      act, deed, matter or thing concerning the Mortgaged Property as
      Beneficiary shall deem appropriate as fully as Grantor might do.

            (b) In case of a foreclosure sale, the Real Estate may be sold, at
Beneficiary's election, in one parcel or in more than one parcel and Beneficiary
is specifically empowered, (without being required to do so, and in its sole and
absolute discretion) to cause successive sales of portions of the Mortgaged
Property to be held. Any such sale (including notice thereof) shall comply with
the applicable requirements, at the time of the sale, of Section 51.002 of the
Property Code or, if and to the extent such statute is not then in force, with
the applicable requirements, at the time of the sale, of the successor statute
or statutes, if any, governing sales of Texas real property under powers of sale
conferred by deeds of trust.

            16. Sale of the Properties; Application of Proceeds. Subject to the
requirements of applicable law and the Credit Agreement, the proceeds or avails
of a foreclosure sale and all moneys received by Beneficiary pursuant to any
right given or action taken under the provisions of this Deed of Trust, shall be
applied as follows:

            First: To the payment of the costs and expenses of any such sale or
other enforcement proceedings in accordance with the terms hereof and of any
judicial proceeding wherein the same may be made, and in addition thereto,
reasonable compensation to Beneficiary, its agents and counsel, and of all sums
due to Beneficiary under the Loan Documents and all actual out-of-pocket
expenses, advances, liabilities and sums made or furnished or incurred by
Beneficiary or the holders under this Deed of Trust and the Loan Documents,
together with interest at the rate provided for in the Credit Agreement (or such
lesser amount as may be the maximum amount permitted by law), and all taxes,
assessments or other charges, except any taxes, assessments or other charges
subject to which the Mortgaged Property shall have been sold;

            Second: To the payment of the Indebtedness and Obligations in
accordance with Section 2.16(b) of the Credit Agreement; and

            Third: To the payment of the surplus, if any, to whomsoever may be
lawfully entitled to receive the same.

            17. Right of Beneficiary to Credit Sale. Upon the occurrence of any
sale made under this Deed of Trust, whether made under the power of sale or by
virtue of judicial


                                                                              11



proceedings or of a judgment or decree of foreclosure and sale, Beneficiary may
bid for and acquire the Mortgaged Property or any part thereof. In lieu of
paying cash therefor, Beneficiary may make settlement for the purchase price by
crediting upon the Indebtedness or other sums secured by this Deed of Trust the
net sales price after deducting therefrom the expenses of sale and the cost of
the action and any other sums which Beneficiary is authorized to deduct under
this Deed of Trust. In such event, this Deed of Trust, the Credit Agreement, any
Note, the Guarantee and Collateral Agreement and documents evidencing
expenditures secured hereby may be presented to the Person conducting the sale
in order that the amount so used or applied may be credited upon the
Indebtedness as having been paid.

            18. Appointment of Receiver. If an Event of Default shall have
occurred and be continuing, Beneficiary as a matter of right and without notice
to Grantor, unless otherwise required by applicable law, and without regard to
the adequacy or inadequacy of the Mortgaged Property or any other collateral as
security for the Indebtedness and Obligations or the interest of Grantor
therein, shall have the right to apply to any court having jurisdiction to
appoint a receiver or receivers or other manager of the Mortgaged Property, and
Grantor hereby irrevocably consents to such appointment and waives notice of any
application therefor (except as may be required by law). Any such receiver or
receivers shall have all the usual powers and duties of receivers in like or
similar cases and all the powers and duties of Beneficiary in case of entry as
provided in this Deed of Trust, including, without limitation and to the extent
permitted by law, the right to enter into leases of all or any part of the
Mortgaged Property, and shall continue as such and exercise all such powers
until the date of confirmation of sale of the Mortgaged Property unless such
receivership is sooner terminated.

            19. Extension, Release, etc. (a) Without affecting the lien or
charge of this Deed of Trust upon any portion of the Mortgaged Property not then
or theretofore released as security for the full amount of the Indebtedness,
Beneficiary may, from time to time and without notice, agree to (i) release any
person liable for the Indebtedness, (ii) extend the maturity or alter any of the
terms of the Indebtedness or any guaranty thereof, (iii) grant other
indulgences, (iv) release or reconvey, or cause to be released or reconveyed at
any time at Beneficiary's option any parcel, portion or all of the Mortgaged
Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto. If at any time this Deed of Trust shall secure
less than all of the principal amount of the Indebtedness, it is expressly
agreed that any repayments of the principal amount of the Indebtedness shall not
reduce the amount of the lien of this Deed of Trust until the lien amount shall
equal the principal amount of the Indebtedness outstanding.

            (b) No recovery of any judgment by Beneficiary and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other
property of Grantor shall affect the lien of this Deed of Trust or any liens,
rights, powers or remedies of Beneficiary hereunder, and such liens, rights,
powers and remedies shall continue unimpaired.

            (c) If Beneficiary shall have the right to foreclose this Deed of
Trust, Grantor authorizes Beneficiary at its option to foreclose the lien of
this Deed of Trust subject to the rights of any tenants of the Mortgaged
Property. The failure to make any such tenants parties defendant to any such
foreclosure proceeding and to foreclose their rights will not be asserted by


                                                                              12



Grantor as a defense to any proceeding instituted by Beneficiary to collect the
Indebtedness or to foreclose the lien of this Deed of Trust.

            (d) Unless expressly provided otherwise, in the event that ownership
of this Deed of Trust and title to the Mortgaged Property or any estate therein
shall become vested in the same Person, this Deed of Trust shall not merge in
such title but shall continue as a valid lien on the Mortgaged Property for the
amount secured hereby.

            20. Security Agreement under Uniform Commercial Code. (a) It is the
intention of the parties hereto that this Deed of Trust shall constitute a
Security Agreement within the meaning of the Uniform Commercial Code (the
"Code") of the State of Texas. Unless as otherwise provided for in the Credit
Agreement, if an Event of Default shall occur and be continuing, then in
addition to having any other right or remedy available at law or in equity,
Beneficiary shall have the option of either (i) proceeding under the Code and
exercising such rights and remedies as may be provided to a secured party by the
Code with respect to all or any portion of the Mortgaged Property which is
personal property (including, without limitation, taking possession of and
selling such property) or (ii) treating such property as real property and
proceeding with respect to both the real and personal property constituting the
Mortgaged Property in accordance with Beneficiary's rights, powers and remedies
with respect to the real property (in which event the default provisions of the
Code shall not apply). If Beneficiary shall elect to proceed under the Code,
then ten days' notice of sale of the personal property shall be deemed
reasonable notice and the reasonable expenses of retaking, holding, preparing
for sale, selling and the like incurred by Beneficiary shall include, but not be
limited to, attorneys' fees and legal expenses. At Beneficiary's request,
Grantor shall assemble the personal property and make it available to
Beneficiary at a place designated by Beneficiary which is reasonably convenient
to both parties.

            (b) Grantor and Beneficiary agree, to the extent permitted by law,
that: (i) this Deed of Trust upon recording or registration in the real estate
records of the proper office shall constitute a financing statement filed as a
"fixture filing" within the meaning of the Code; (ii) Grantor is the record
owner of the Real Estate; and (iii) the addresses of Grantor and Beneficiary are
as set forth on the first page of this Deed of Trust.

            (c) Grantor, upon request by Beneficiary from time to time, shall
execute, acknowledge and deliver to Beneficiary one or more separate security
agreements, in form reasonably satisfactory to Beneficiary, covering all or any
part of the Mortgaged Property and will further execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, any financing
statement, affidavit, continuation statement or certificate or other document as
Beneficiary may reasonably request in order to perfect, preserve, maintain,
continue or extend the security interest under and the priority of this Deed of
Trust and such security instrument. Grantor further agrees to pay to Beneficiary
on demand all costs and expenses incurred by Beneficiary in connection with the
preparation, execution, recording, filing and re-filing of any such document and
all reasonable costs and expenses of any record searches for financing
statements Beneficiary shall reasonably require. If Grantor shall fail to
furnish any financing or continuation statement within 10 days after request by
Beneficiary, then pursuant to the provisions of the Code, Grantor hereby
authorizes Beneficiary, without the signature of Grantor, to execute and file
any such financing and continuation statements. The filing of any


                                                                              13



financing or continuation statements in the records relating to personal
property or chattels shall not be construed as in any way impairing the right of
Beneficiary to proceed against any personal property encumbered by this Deed of
Trust as real property, as set forth above.

            21. Assignment of Rents and Leases. (a) In furtherance of and in
addition to the assignment made by Grantor herein, Grantor hereby absolutely and
unconditionally assigns, sells, transfers and conveys to Beneficiary all of its
right, title and interest in and to all Leases, whether now existing or
hereafter entered into, and all of its right, title and interest in and to all
Rents. This assignment is an absolute assignment and not an assignment for
additional security only. So long as no Event of Default shall have occurred and
be continuing, Grantor shall have a revocable license from Beneficiary to
exercise all rights extended to the landlord under the Leases, including the
right to receive and collect all Rents and to hold the Rents in trust for use in
the payment and performance of the Obligations and to otherwise use the same.
The foregoing license is granted subject to the conditional limitation that no
Event of Default shall have occurred and be continuing. Upon the occurrence and
during the continuance of an Event of Default, whether or not legal proceedings
have commenced, and without regard to waste, adequacy of security for the
Obligations or solvency of Grantor, the license herein granted shall
automatically expire and terminate, without notice by Beneficiary (any such
notice being hereby expressly waived by Grantor).

            (b) Grantor acknowledges that Beneficiary has taken all reasonable
actions necessary to obtain, and that upon recordation of this Deed of Trust,
Beneficiary shall have, to the extent permitted under applicable law, a valid
and fully perfected, first priority, present assignment of the Rents arising out
of the Leases and all security for such Leases subject to the Permitted Liens
and in the case of security deposits, rights of depositors and requirements of
law. Grantor acknowledges and agrees that upon recordation of this Deed of
Trust, Beneficiary's interest in the Rents shall be deemed to be fully
perfected, "choate" and enforced as to Grantor and all third parties, including,
without limitation, any subsequently appointed trustee in any case under Title
11 of the United States Code (the "Bankruptcy Code"), without the necessity of
commencing a foreclosure action with respect to this Deed of Trust, making
formal demand for the Rents, obtaining the appointment of a receiver or taking
any other affirmative action.

            (c) Without limitation of the absolute nature of the assignment of
the Rents hereunder, Grantor and Beneficiary agree that (a) this Deed of Trust
shall constitute a "security agreement" for purposes of Section 552(b) of the
Bankruptcy Code, (b) the security interest created by this Deed of Trust extends
to property of Grantor acquired before the commencement of a case in bankruptcy
and to all amounts paid as Rents, and (c) such security interest shall extend to
all Rents acquired by the estate after the commencement of any case in
bankruptcy.

            22. Trust Funds. All lease security deposits of the Real Estate
shall be treated as trust funds not to be commingled with any other funds of
Grantor. Within 10 days after request by Beneficiary, Grantor shall furnish
Beneficiary satisfactory evidence of compliance with this Section 22, together
with a statement of all lease security deposits by lessees and copies of all
Leases not previously delivered to Beneficiary, which statement shall be
certified by Grantor.

            23. Additional Rights. The holder of any subordinate lien on the
Mortgaged Property shall have no right to terminate any Lease whether or not
such Lease is subordinate to


                                                                              14



this Deed of Trust nor shall any holder of any subordinate lien join any tenant
under any Lease in any action to foreclose the lien or modify, interfere with,
disturb or terminate the rights of any tenant under any Lease. By recordation of
this Deed of Trust all subordinate lienholders are subject to and notified of
this provision, and any action taken by any such lienholder contrary to this
provision shall be null and void. Unless as otherwise provided for in the Credit
Agreement, upon the occurrence, and during the continuation, of any Event of
Default, Beneficiary may, in its sole discretion and without regard to the
adequacy of its security under this Deed of Trust, apply all or any part of any
amounts on deposit with Beneficiary under this Deed of Trust against all or any
part of the Indebtedness. Any such application shall not be construed to cure or
waive any Default or Event of Default or invalidate any act taken by Beneficiary
on account of such Default or Event of Default.

            24. Rights and Responsibilities of Trustee; Other Provisions
Relating to Trustee.

            Notwithstanding anything to the contrary in this Deed of Trust,
Grantor and Beneficiary agree as follows.

            (a)   Exercise of Remedies by Trustee. To the extent that this Deed
of Trust or applicable law authorizes or empowers Beneficiary to exercise any
remedies set forth in Section 15 hereof or otherwise, or perform any acts in
connection therewith, Trustee (but not to the exclusion of Beneficiary unless so
required under the law of the State) shall have the power to exercise any or all
such remedies, and to perform any acts provided for in this Deed of Trust in
connection therewith, all for the benefit of Beneficiary and on Beneficiary's
behalf in accordance with applicable law of the State. In connection therewith,
Trustee: (a) shall not exercise, or waive the exercise of, any Beneficiary's
remedies (other than any rights of Trustee to any indemnity or reimbursement),
except at Beneficiary's request, and (b) shall exercise, or waive the exercise
of, any or all of Beneficiary's remedies at Beneficiary's request, and in
accordance with Beneficiary's directions as to the manner of such exercise or
waiver. Trustee may, however, decline to follow Beneficiary's request or
direction if Trustee shall be advised by counsel that the action or proceeding,
or manner thereof, so directed may not lawfully be taken or waived.

            (b)   Rights and Privileges of Trustee. To the extent that this Deed
of Trust requires Grantor to reimburse Beneficiary for any expenditures
Beneficiary may incur, Trustee shall be entitled to the same rights to
reimbursement of expenses as Beneficiary, subject to such limitations and
conditions as would apply in the case of Beneficiary. To the extent that this
Deed of Trust negates or limits Beneficiary's liability as to any matter,
Trustee shall be entitled to the same negation or limitation of liability. To
the extent that Grantor, pursuant to this Deed of Trust, appoints Beneficiary as
Grantor's attorney in fact for any purpose, Beneficiary or (when so instructed
by Beneficiary) Trustee shall be entitled to act on Grantor's behalf without
joinder or confirmation by the other.

            (c)   Authority of Beneficiary. If Beneficiary is a banking
corporation, state banking corporation or a national banking association and the
instrument of appointment of any successor or replacement Trustee is executed on
Beneficiary's behalf by an officer of such corporation, state banking
corporation or national banking association, then such appointment may be
executed by any authorized officer or agent of Beneficiary and such appointment
shall be


                                                                              15



conclusively presumed to be executed with authority and shall be valid
and sufficient without proof of any action by the board of directors or any
superior officer of Beneficiary.

            (d)   Effect of Appointment of Successor Trustee. Upon the
appointment and designation of any successor, substitute or replacement Trustee,
Trustee's entire estate and title in the Mortgaged Property shall vest in the
designated successor, substitute or replacement Trustee. Such successor,
substitute or replacement Trustee shall thereupon succeed to and shall hold,
possess and execute all the rights, powers, privileges, immunities and duties
herein conferred upon Trustee. All references herein to Trustee shall be deemed
to refer to Trustee (including any successor or substitute appointed and
designated as herein provided) from time to time acting hereunder.

            (e)   Confirmation of Transfer and Succession. Any new Trustee
appointed pursuant to any of the provisions hereof shall, without any further
act, deed or conveyance, become vested with all the estates, properties, rights,
powers and trusts of his predecessor in the rights hereunder with like effect as
if originally named as Trustee herein; but nevertheless, upon the written
request of Beneficiary or of any successor, substitute or replacement Trustee,
any former Trustee ceasing to act shall execute and deliver an instrument
transferring to such successor, substitute or replacement Trustee all of the
right, title, estate and interest in the Mortgaged Property of Trustee so
ceasing to act, together with all the rights, powers, privileges, immunities and
duties herein conferred upon Trustee, and shall duly assign, transfer and
deliver all properties and moneys held by said Trustee hereunder to said
successor, substitute or replacement Trustee.

            (f)   Exculpation. Trustee shall not be liable for any error of
judgment or act done by Trustee in good faith, or otherwise be responsible or
accountable under any circumstances whatsoever, except for Trustee's gross
negligence, willful misconduct or knowing violation of law. Trustee shall not be
personally liable in case of entry by him, or anyone entering by virtue of the
powers herein granted him, upon the Mortgaged Property for debts contracted or
liability or damages incurred in the management or operation of the Mortgaged
Property. Trustee shall have the right to rely on any instrument, document or
signature authorizing or supporting any action taken or proposed to be taken by
it hereunder, believed by it in good faith to be genuine. All moneys received by
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated in any
manner from any other moneys (except to the extent required by law). Trustee
shall be under no liability for interest on any moneys received by it hereunder.

            (g)   Endorsement and Execution of Documents. Upon Beneficiary's
written request, Trustee shall, without liability or notice to Grantor, execute,
consent to, or join in any instrument or agreement in connection with or
necessary to effectuate the purposes of this Deed of Trust. Grantor hereby
irrevocably designates Trustee as its attorney in fact to execute, acknowledge
and deliver, on Grantor's behalf and in Grantor's name, all instruments or
agreements necessary to implement any provision(s) of this Deed of Trust or to
further perfect the lien created by this Deed of Trust on the Mortgaged
Property. This power of attorney shall be deemed to be coupled with an interest
and shall survive any disability of Grantor.


                                                                              16



            (h)   Multiple Trustees. If Beneficiary appoints multiple trustees,
then any Trustee, individually, may exercise all powers granted to Trustee under
this instrument, without the need for action by any other Trustee(s).

            (i)   No Required Action. Trustee shall not be required to take any
action under this Deed of Trust or to institute, appear in or defend any action,
suit or other proceeding in connection therewith where in his opinion such
action will be likely to involve him in expense or liability, unless requested
so to do by a written instrument signed by Beneficiary and, if Trustee so
requests, unless Trustee is tendered security and indemnity satisfactory to him
against any and all costs, expense and liabilities arising therefrom. Trustee
shall not be responsible for the execution, acknowledgment or validity of this
Deed of Trust, or for the proper authorization thereof, or for the sufficiency
of the lien and security interest purported to be created hereby, and makes no
representation in respect thereof or in respect of the rights, remedies and
recourses of Beneficiary.

            (j)   Terms of Trustee's Acceptance. Trustee accepts the trust
created by this Deed of Trust upon the following terms and conditions:

                  (i) Delegation. Trustee may exercise any of its powers through
            appointment of attorney(s) in fact or agents.

                  (ii) Security. Trustee shall be under no obligation to take
            any action upon any Event of Default unless furnished security or
            indemnity, in form satisfactory to Trustee, against costs, expenses,
            and liabilities that Trustee may incur.

                  (iii) Costs and Expenses. Grantor shall reimburse Trustee, as
            part of the Obligations secured hereunder, for all reasonable
            disbursements and expenses (including reasonable legal fees and
            expenses) incurred by reason of or arising from an Event of Default
            and as provided for in this Deed of Trust, including any of the
            foregoing incurred in Trustee's administering and executing the
            trust created by this Deed of Trust and performing Trustee's duties
            and exercising Trustee's powers under this Deed of Trust.

            24. Notices. All notices, requests, demands and other communications
hereunder shall be given in accordance with the provisions of Section 9.01 of
the Credit Agreement to Grantor in care of Borrower and to Beneficiary as
specified therein.

            25. No Oral Modification. This Deed of Trust may not be amended,
supplemented or otherwise modified except in accordance with the provisions of
Section 9.02 of the Credit Agreement. To the extent permitted by Applicable Law,
any agreement made by Grantor and Beneficiary after the date of this Deed of
Trust relating to this Deed of Trust shall be superior to the rights of the
holder of any intervening or subordinate lien or encumbrance.

            26. Partial Invalidity. In the event any one or more of the
provisions contained in this Deed of Trust shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but each shall be
construed as if such invalid, illegal or unenforceable provision had never been
included. Notwithstanding to the contrary anything contained in this Deed of
Trust or in any


                                                                              17



provisions of the Indebtedness or Loan Documents, the obligations of Grantor and
of any other obligor under the Indebtedness or Loan Documents shall be subject
to the limitation that Beneficiary shall not charge, take or receive, nor shall
Grantor or any other obligor be obligated to pay to Beneficiary, any amounts
constituting interest in excess of the maximum rate permitted by law to be
charged by Beneficiary.

            27. Grantor's Waiver of Rights. To the fullest extent permitted by
law, Grantor waives the benefit of all laws now existing or that may
subsequently be enacted providing for (i) any appraisement before sale of any
portion of the Mortgaged Property, (ii) any extension of the time for the
enforcement of the collection of the Indebtedness or the creation or extension
of a period of redemption from any sale made in collecting such debt and (iii)
exemption of the Mortgaged Property from attachment, levy or sale under
execution or exemption from civil process. To the full extent Grantor may do so,
Grantor agrees that Grantor will not at any time insist upon, plead, claim or
take the benefit or advantage of any law now or hereafter in force providing for
any appraisement, valuation, stay, exemption, extension or redemption, or
requiring foreclosure of this Deed of Trust before exercising any other remedy
granted hereunder and Grantor, for Grantor and its successors and assigns, and
for any and all Persons ever claiming any interest in the Mortgaged Property, to
the extent permitted by law, hereby waives and releases all rights of
redemption, valuation, appraisement, stay of execution, notice of election to
mature or declare due the whole of the secured indebtedness and marshalling in
the event of foreclosure of the liens hereby created.

            28. Remedies Not Exclusive. Beneficiary shall be entitled to enforce
payment of the Indebtedness and performance of the Obligations and to exercise
all rights and powers under this Deed of Trust or under any of the other Loan
Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Indebtedness and Obligations may now or
hereafter be otherwise secured, whether by mortgage, security agreement, pledge,
lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor
its enforcement, shall prejudice or in any manner affect Beneficiary's right to
realize upon or enforce any other security now or hereafter held by Beneficiary,
it being agreed that Beneficiary shall be entitled to enforce this Deed of Trust
and any other security now or hereafter held by Beneficiary in such order and
manner as Beneficiary may determine in its absolute discretion. No remedy herein
conferred upon or reserved to Beneficiary is intended to be exclusive of any
other remedy herein or by law provided or permitted, but each shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute. Every power or remedy
given by any of the Loan Documents to Beneficiary or to which it may otherwise
be entitled, may be exercised, concurrently or independently, from time to time
and as often as may be deemed expedient by Beneficiary. In no event shall
Beneficiary, in the exercise of the remedies provided in this Deed of Trust
(including, without limitation, in connection with the assignment of Rents to
Beneficiary, or the appointment of a receiver and the entry of such receiver on
to all or any part of the Mortgaged Property), be deemed a "Beneficiary in
possession," and Beneficiary shall not in any way be made liable for any act,
either of commission or omission, in connection with the exercise of such
remedies.

            29. Multiple Security. If (a) the Premises shall consist of one or
more parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Deed of Trust, Beneficiary shall now or
hereafter hold one or more additional mortgages,


                                                                              18



liens, deeds of trust or other security (directly or indirectly) for the
Indebtedness upon other property in the State in which the Premises are located
(whether or not such property is owned by Grantor or by others) or (c) both the
circumstances described in clauses (a) and (b) shall be true, then to the
fullest extent permitted by law, Beneficiary may, at its election, commence or
consolidate in a single foreclosure action all foreclosure proceedings against
all such collateral securing the Indebtedness (including the Mortgaged
Property), which action may be brought or consolidated in the courts of any
county in which any of such collateral is located. Grantor acknowledges that the
right to maintain a consolidated foreclosure action is a specific inducement to
Beneficiary to extend the Indebtedness, and Grantor expressly and irrevocably
waives any objections to the commencement or consolidation of the foreclosure
proceedings in a single action and any objections to the laying of venue or
based on the grounds of forum non conveniens which it may now or hereafter have.
Grantor further agrees that if Beneficiary shall be prosecuting one or more
foreclosure or other proceedings against a portion of the Mortgaged Property or
against any collateral other than the Mortgaged Property, which collateral
directly or indirectly secures the Indebtedness, or if Beneficiary shall have
obtained a judgment of foreclosure and sale or similar judgment against such
collateral, then, whether or not such proceedings are being maintained or
judgments were obtained in or outside the State in which the Premises are
located, Beneficiary may commence or continue foreclosure proceedings and
exercise its other remedies granted in this Deed of Trust against all or any
part of the Mortgaged Property and Grantor waives any objections to the
commencement or continuation of a foreclosure of this Deed of Trust or exercise
of any other remedies hereunder based on such other proceedings or judgments,
and waives any right to seek to dismiss, stay, remove, transfer or consolidate
either any action under this Deed of Trust or such other proceedings on such
basis. Neither the commencement nor continuation of proceedings to foreclose
this Deed of Trust nor the exercise of any other rights hereunder nor the
recovery of any judgment by Beneficiary in any such proceedings shall prejudice,
limit or preclude Beneficiary's right to commence or continue one or more
foreclosure or other proceedings or obtain a judgment against any other
collateral (either in or outside the State in which the Premises are located)
which directly or indirectly secures the Indebtedness, and Grantor expressly
waives any objections to the commencement of, continuation of, or entry of a
judgment in such other proceedings or exercise of any remedies in such
proceedings based upon any action or judgment connected to this Deed of Trust,
and Grantor also waives any right to seek to dismiss, stay, remove, transfer or
consolidate either such other proceedings or any action under this Deed of Trust
on such basis. It is expressly understood and agreed that to the fullest extent
permitted by law, Beneficiary may, at its election, cause the sale of all
collateral which is the subject of a single foreclosure action at either a
single sale or at multiple sales conducted simultaneously and take such other
measures as are appropriate in order to effect the agreement of the parties to
dispose of and administer all collateral securing the Indebtedness (directly or
indirectly) in the most economical and least time-consuming manner.

            30. Successors and Assigns. All covenants of Grantor contained in
this Deed of Trust are imposed solely and exclusively for the benefit of
Beneficiary and its successors and assigns, and no other person or entity shall
have standing to require compliance with such covenants or be deemed, under any
circumstances, to be a beneficiary of such covenants, any or all of which may be
freely waived in whole or in part by Beneficiary at any time if in its sole
discretion it deems such waiver advisable. All such covenants of Grantor shall
run with the land and bind Grantor, the successors and assigns of Grantor (and
each of them) and all subsequent


                                                                              19



owners, encumbrancers and tenants of the Mortgaged Property, and shall inure to
the benefit of Beneficiary, its successors and assigns. The word "Grantor" shall
be construed as if it read "Grantors" whenever the sense of this Deed of Trust
so requires and if there shall be more than one Grantor, the obligations of
Grantors shall be joint and several.

            31. No Waivers, etc. Any failure by Beneficiary to insist upon the
strict performance by Grantor of any of the terms and provisions of this Deed of
Trust shall not be deemed to be a waiver of any of the terms and provisions
hereof, and Beneficiary, notwithstanding any such failure, shall have the right
thereafter to insist upon the strict performance by Grantor of any and all of
the terms and provisions of this Deed of Trust to be performed by Grantor.
Beneficiary may release, regardless of consideration and without the necessity
for any notice to or consent by the holder of any subordinate lien on the
Mortgaged Property, any part of the security held for the obligations secured by
this Deed of Trust without, as to the remainder of the security, in anywise
impairing or affecting the lien of this Deed of Trust or the priority of such
lien over any subordinate lien.

            32. Governing Law, etc. This Deed of Trust shall be governed by and
construed in accordance with the laws of Texas, except that Grantor expressly
acknowledges that by its terms the Credit Agreement and any Note shall be
governed and construed in accordance with the laws of the State of New York,
without regard to principles of conflict of law, and for purposes of
consistency, Grantor agrees that in any in personam proceeding related to this
Deed of Trust the rights of the parties to this Deed of Trust shall also be
governed by and construed in accordance with the laws of the State of New York
governing contracts made and to be performed in that State, without regard to
principles of conflict of law.

            33. Certain Definitions. Unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, words used in
this Deed of Trust shall be used interchangeably in singular or plural form and
the word "Grantor" shall mean "each Grantor or any subsequent owner or owners of
the Mortgaged Property or any part thereof or interest therein," the word
"Beneficiary" shall mean "Beneficiary or any successor agent for the Lenders,"
the word "person" shall include any individual, corporation, partnership, trust,
unincorporated association, government, governmental authority, or other entity,
and the words "Mortgaged Property" shall include any portion of the Mortgaged
Property or interest therein. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and vice
versa. The captions in this Deed of Trust are for convenience or reference only
and in no way limit or amplify the provisions hereof.

            34. Local Law Provisions.

            (a) Maximum Interest. It is expressly stipulated and agreed to be
the intent of Grantor and Beneficiary at all times to comply strictly with the
applicable Texas law governing the maximum rate or amount of interest payable on
the Indebtedness and the Obligations (or applicable United States federal law to
the extent that it permits Beneficiary to contract for, charge, take, reserve or
receive a greater amount of interest than under Texas law). If the applicable
law is ever judicially interpreted so as to render usurious any amount (i)
contracted for, charged, taken, reserved or received pursuant to the
Indebtedness and the Obligations, any of


                                                                              20



the other Loan Documents or any other communication or writing by or between
Grantor and Beneficiary related to the transaction or transactions that are the
subject matter of the Loan Documents, (ii) contracted for, charged or received
by reason of Beneficiary's exercise of the option to accelerate the maturity of
any Note and/or Indebtedness and the Obligations, or (iii) Grantor will have
paid or Beneficiary or any Lender will have received by reason of any voluntary
prepayment by Grantor of any Note and/or the Indebtedness or the Obligations,
then it is Grantor's and Beneficiary's express intent that all amounts charged
in excess of the Maximum Lawful Rate shall be automatically canceled, ab initio,
and all amounts in excess of the Maximum Lawful Rate theretofore collected by
Beneficiary shall be credited on the principal balance of the Notes and/or the
Indebtedness and the Obligations (or, if the Notes and all Indebtedness and the
Obligations have been or would thereby be paid in full, refunded to Grantor),
and the provisions of the Notes and the other Loan Documents immediately be
deemed reformed and the amounts thereafter collectible hereunder and thereunder
reduced, without the necessity of the execution of any new document, so as to
comply with the applicable law, but so as to permit the recovery of the fullest
amount otherwise called for hereunder and thereunder; provided, however, if the
Notes have been paid in full before the end of the stated term of the Notes,
then Grantor and Beneficiary agree that Beneficiary shall, with reasonable
promptness after Beneficiary discovers or is advised by Grantor that interest
was received in an amount in excess of the Maximum Lawful Rate, either refund
such excess interest to Grantor and/or credit such excess interest against the
Notes and/or any Indebtedness or the Obligations then owing by Grantor to
Beneficiary and Lenders. All sums contracted for, charged or received by
Beneficiary for the use, forbearance or detention of any debt evidenced by the
Notes and/or the Indebtedness or the Obligations shall, to the extent permitted
by applicable law, be amortized or spread, using the actuarial method,
throughout the stated term of the Notes and/or the Indebtedness and the
Obligations (including any and all renewal and extension periods) until payment
in full so that the rate or amount of interest on account of the Notes and/or
the Indebtedness and the Obligations does not exceed the Maximum Lawful Rate
from time to time in effect and applicable to the Notes and/or the Indebtedness
and the Obligations for so long as debt is outstanding. In no event shall the
provisions of Chapter 346 of the Texas Finance Code (which regulates certain
revolving credit loan accounts and revolving triparty accounts) apply to the
Notes and/or the Indebtedness and the Obligations. Notwithstanding anything to
the contrary contained herein or in any of the other Loan Documents, it is not
the intention of Beneficiary to accelerate the maturity of any interest that has
not accrued at the time of such acceleration or to collect unearned interest at
the time of such acceleration.

            As used herein, "Maximum Lawful Rate" means the maximum lawful rate
of interest which may be contracted for, charged, taken, received or reserved by
Beneficiary or any Lender in accordance with the applicable laws of the State of
Texas (or applicable United States federal law to the extent that it permits
Beneficiary or such Lender to contract for, charge, take, receive or reserve a
greater amount of interest than under Texas law). To the extent that Beneficiary
is relying on Chapter 303 of the Texas Finance Code to determine the Maximum
Lawful Rate payable on the Notes and/or the Indebtedness and Obligations,
Beneficiary will utilize the weekly ceiling from time to time in effect as
provided in such Chapter 303, as amended. To the extent United States federal
law permits Beneficiary or any Lender to contract for, charge, take, receive or
reserve a greater amount of interest than under Texas law, Beneficiary or such
Lender will rely on United States federal law instead of such Chapter 303 for
the purpose of determining the Maximum Lawful Rate. Additionally, to the extent
permitted by


                                                                              21



applicable law now or hereafter in effect, Beneficiary may, at its option and
from time to time, utilize any other method of establishing the Maximum Lawful
Rate under such Chapter 303 or under other applicable law by giving notice, if
required, to Grantor as provided by applicable law now or hereafter in effect.

            (b)   ENTIRE AGREEMENT. THIS DEED OF TRUST AND THE OTHER LOAN
DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF
AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.


                                                                              22



            This Deed of Trust has been duly executed by Grantor on the date
first above written.

                                  CLARKE AMERICAN CHECKS, INC.

                                  By:/s/ Peter A. Fera Jr.
                                     ------------------------------------
                                     Name: EVP and CFO

STATE OF NEW YORK   ss.
                    ss.
COUNTY OF NEW YORK  ss.

            The foregoing instrument was ACKNOWLEDGED before me this 30 day of
April, 2007, by Peter a. Fera Jr., the EVP and CFO of Clark American Checks,
Inc., on behalf of said Corporation.

[S E A L]
                                              /s/ Joshua Babbit
                                              ---------------------------------
                                              Notary Public, State of New York

My Commission Expires:

                                              Joshua Babbit
                                              ---------------------------------
August 7, 2010                                Printed Name of Notary Public


                                                                              23



                                   Schedule A

                           Description of the Premises

Lot 1, Block 2, NCB 14877, Technology Park, Unit 5, City of San Antonio, Bexar
County, Texas, according to the plat thereof recorded in Volume 9100, Page 181,
Deed and Plat Records of Bexar County, Texas.

EX-4.20

After recording, please return to:

Latham & Watkins LLP

885 Third Ave.

New York, NY 10022

ATTN: Curtis Peele


        DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES
                               AND FIXTURE FILING

                                       by

                            JOHN H. HARLAND COMPANY,

                                   as Grantor

             in favor of FIRST AMERICAN TITLE INSURANCE AGENCY, LLC,

                                   as Trustee

                               for the benefit of

   CREDIT SUISSE, CAYMAN ISLANDS BRANCH as administrative agent and collateral
                               agent, Beneficiary

                             DATED AS OF May 1, 2007




                                                                            UTAH

            This DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND
LEASES AND FIXTURE FILING, dated as of May 1, 2007 (this "Deed of Trust"), is
made by and from JOHN H. HARLAND COMPANY, a Georgia corporation ("Grantor"),
whose address is c/o Clarke American Corp., 10931 Laureate Drive, San Antonio,
TX 78249, in favor of FIRST AMERICAN TITLE INSURANCE AGENCY, LLC, with an
address at 251 West River Park Drive Suite 150, Provo, Utah 84604, as trustee
(together with its successors and assigns, in such capacity, "Trustee"), for the
benefit of CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent and
collateral agent (in such capacities and together with its successors, the
"Agent") for the Lenders, referred to below ("Beneficiary"), whose address is
Eleven Madison Avenue, New York, New York 10010. References to this Deed of
Trust shall mean this instrument and any and all renewals, modifications,
amendments, supplements, extensions, consolidations, substitutions, spreaders
and replacements of this instrument.

                                   Background

            A. Clarke American Corp., as borrower, and certain other affiliates
of Grantor, as subsidiary co-borrowers, have entered into a Credit Agreement
dated as of April 4, 2007, as modified by the pre-funding Joinder Agreement and
the post-acquisition Joinder Agreement, each dated as of the date hereof (and as
may be amended, supplemented or otherwise further modified from time to time,
the "Credit Agreement"), with several banks and other financial institutions
from time to time parties thereto (the "Lenders") and Beneficiary. The terms of
the Credit Agreement are incorporated by reference in this Deed of Trust as if
the terms thereof were fully set forth herein.

            Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement. In the event of a conflict
between this Deed of Trust and the Credit Agreement, the terms and provisions of
the Credit Agreement shall control. References in this Deed of Trust to the
"Interest Rates" shall mean the interest rates provided for in Sections 2.11 and
2.12 of the Credit Agreement.

            B. Grantor is the owner of the parcel(s) of real property described
on Schedule A attached hereto and made a part hereof (such real property,
together with all of the buildings, improvements, structures and fixtures
(including, without limitation, to the extent owned by Grantor all gas and
electric fixtures, radiators, heaters, docks, engines and machinery, boilers,
ranges, elevators and motors, plumbing, heating and air conditioning fixtures,
carpeting and other floor coverings, water heaters, cleaning apparatus and other
items which are or are to be attached to such real property) now or subsequently
located thereon (the "Improvements"), being collectively referred to as the
"Real Estate").

            C. Subject to the terms and conditions of the Credit Agreement, (i)
each Tranche B Term Lender has agreed, severally and not jointly, to make a
Tranche B Term Loan to Grantor, as evidenced by the Credit Agreement and if
requested by any Lender, a promissory note (a "Note"); (ii) the Swingline Lender
has agreed to make Swingline Loans to Grantor; (iii) each Revolving Credit
Lender has agreed, severally and not jointly, to make Revolving Loans to




Grantor; and (iv) the Issuing Banks have agreed to issue letters of credit on
behalf of Grantor (the "Letters of Credit") and (v) certain lenders may make
additional extensions of credit under incremental loan facilities. The
obligations to reimburse L/C Disbursements (the "Reimbursement Obligations")
with respect to drawings under the Letters of Credit are evidenced by the Credit
Agreement.

            D. The obligations of the Lenders to make the Loans and to issue
Letters of Credit are conditioned upon, among other things, the execution and
delivery by Grantor of this Deed of Trust.

                                Granting Clauses

            For ten dollars ($10) and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, Grantor agrees
that to secure:

            (a)   repayment of the principal in the amount of $2,150,000,000 or
                  so much thereof as may be outstanding from time to time of and
                  payment of interest (including, without limitation, interest
                  accruing after the maturity of the Loans made by each Lender
                  and interest accruing after the filing of any petition in
                  bankruptcy, or the commencement of any insolvency,
                  reorganization or like proceeding, relating to Grantor,
                  whether or not a claim for post-filing or post-petition
                  interest is allowed in such proceeding) on the Loans made by
                  each Lender to, and the Notes, if any, held by each Lender of,
                  Grantor;

            (b)   payment of all Reimbursement Obligations with respect to
                  drawings under the Letters of Credit;

            (c)   payment of all Secured Obligations;

            (d)   payment of all other obligations and liabilities of Grantor to
                  Beneficiary and the Lenders, whether direct or indirect,
                  absolute or contingent, due or to become due, or now existing
                  or hereafter incurred, which may arise under, out of, or in
                  connection with, the Credit Agreement, any Note, the Letters
                  of Credit, the Guarantee and Collateral Agreement (including
                  Borrower Obligations as defined therein), this Deed of Trust,
                  the other Collateral Documents and other Loan Documents or any
                  agreement providing for Secured Obligations or any other
                  document made, delivered or given in connection herewith or
                  therewith, in each case whether on account of principal,
                  interest, Reimbursement Obligations, fees, indemnities, costs,
                  expenses or otherwise (including, without limitation, all
                  reasonable fees and disbursements of counsel to Beneficiary or
                  to the Lenders that are required to be paid by Grantor
                  pursuant to the terms of the Credit Agreement, this Deed of
                  Trust or any other Loan Documents) (the items set forth in
                  clauses (a) through (d) being referred to herein collectively
                  as the "Indebtedness"); and


                                                                               2



            (e)   the performance and observance of each obligation, term,
                  covenant and condition to be performed or observed by Grantor
                  (the "Obligations") under, in connection with or pursuant to
                  the provisions of the Credit Agreement, any Note, the Letters
                  of Credit, the Guarantee and Collateral Agreement, this Deed
                  of Trust and any of the other Collateral Documents or any of
                  the other Loan Documents or any agreement providing for
                  Secured Obligations;

GRANTOR HEREBY GRANTS, BARGAINS, CONVEYS, ASSIGNS AND WARRANTS TO TRUSTEE, IN
TRUST, WITH POWER OF SALE, FOR THE BENEFIT OF BENEFICIARY AND, IN ADDITION
THERETO, HEREBY GRANTS TO BENEFICIARY A SECURITY INTEREST IN:

            (A) the Real Estate;

            (B) all the estate, right, title, interest, claim or demand
      whatsoever of Grantor, in possession or expectancy, in and to the Real
      Estate or any part thereof;

            (C) all right, title, estate and interest of Grantor in, to and
      under all easements, rights of way, strips and gores of land, streets,
      ways, alleys, passages, sewer rights, waters, water courses, water and
      riparian rights, development rights, air rights, mineral rights and all
      estates, rights, titles, interests, privileges, licenses, tenements,
      hereditaments and appurtenances belonging, relating or appertaining to the
      Real Estate, and any reversions, remainders, rents, issues, profits and
      revenue thereof and all land lying in the bed of any street, road or
      avenue, in front of or adjoining the Real Estate to the center line
      thereof;

            (D) all right, title, estate and interest of Grantor in and to all
      of the fixtures, "equipment" (as defined in the Uniform Commercial Code)
      chattels, business machines, machinery, apparatus, equipment, furnishings,
      fittings and articles of personal property of every kind and nature
      whatsoever, and all appurtenances and additions thereto and substitutions
      or replacements thereof (together with, in each case, attachments,
      components, parts and accessories) currently owned or subsequently
      acquired by Grantor and now or subsequently attached to, or contained in
      or used or usable in any way in connection with any operation or letting
      of the Real Estate, including but without limiting the generality of the
      foregoing, all screens, awnings, shades, blinds, curtains, draperies,
      artwork, carpets, rugs, storm doors and windows, furniture and
      furnishings, heating, electrical, and mechanical equipment, lighting,
      switchboards, plumbing, ventilating, air conditioning and air-cooling
      apparatus, refrigerating, and incinerating equipment, escalators,
      elevators, loading and unloading equipment and systems, stoves, ranges,
      laundry equipment, cleaning systems (including window cleaning apparatus),
      telephones, communication systems (including satellite dishes and
      antennae), televisions, computers, sprinkler systems and other fire
      prevention and extinguishing apparatus and materials, security systems,
      motors, engines, machinery, pipes, pumps, tanks, conduits, appliances,
      fittings and fixtures of every kind and description (all of the foregoing
      in this paragraph (D) being referred to as the "Equipment");


                                                                               3



            (E) all right, title, estate and interest of Grantor in and to all
      substitutes and replacements of, and all additions, improvements and
      concessions to, the Real Estate and the Equipment, subsequently acquired
      by or released to Grantor or constructed, assembled or placed by Grantor
      on the Real Estate, immediately upon such acquisition, release,
      construction, assembling or placement, including, without limitation, any
      and all building materials whether stored at the Real Estate or offsite,
      and, in each such case, without any further mortgage, conveyance,
      assignment or other act by Grantor;

            (F) all right, title, estate and interest of Grantor in, to and
      under all leases, subleases, underlettings, occupancy agreements,
      concession agreements, management agreements, licenses and other
      agreements relating to the use or occupancy of the Real Estate or the
      Equipment or any part thereof, now existing or subsequently entered into
      by Grantor and whether written or oral and all guarantees of any of the
      foregoing (collectively, as any of the foregoing may be amended, restated,
      extended, renewed or modified from time to time, the "Leases"), and all
      rights of Grantor in respect of cash and securities deposited thereunder
      and the right to receive and collect the revenues, income, rents, issues
      and profits thereof, together with all other rents, royalties, issues,
      profits, revenue, income and other benefits arising from the use and
      enjoyment of the Mortgaged Property (as defined below) (collectively, the
      "Rents");

            (G) all right, title, estate and interest of Grantor in and to all
      trade names, trade marks, logos, copyrights, licenses, good will and books
      and records resident in any form or on any media relating to or used in
      connection with the operation of the Real Estate or the Equipment or any
      part thereof; all general intangibles (as defined in the Uniform
      Commercial Code) related to the operation of the Real Estate, Equipment or
      Improvements now existing or hereafter arising and the license to use
      intellectual property such as computer software owned or licensed by
      Grantor or other proprietary business information relating to Grantor's
      policies, procedures, manuals and trade secrets and related to the
      operation of the Real Estate or Equipment;

            (H) all right, title, estate and interest of Grantor in and to all
      unearned premiums under insurance policies now or subsequently obtained by
      Grantor relating to the Real Estate or Equipment and Grantor's interest in
      and to all proceeds of any such insurance policies (including title
      insurance policies) including the right to collect and receive such
      proceeds, subject to the provisions relating to insurance generally set
      forth below; and all awards and other compensation, including the interest
      payable thereon and the right to collect and receive the same, made to the
      present or any subsequent owner of the Real Estate or Equipment for the
      taking by eminent domain, condemnation or otherwise, of all or any part of
      the Real Estate or any easement or other right therein;

            (I) all right, title, estate and interest of Grantor in and to (i)
      all contracts from time to time executed by Grantor or any manager or
      agent on its behalf relating to the ownership, construction, maintenance,
      repair, operation, occupancy, sale, leasing or financing of the Real
      Estate or Equipment or any part thereof and all agreements relating to the
      purchase or lease of any portion of the Real Estate or any property which
      is adjacent to the Real Estate, together with the right to exercise such
      options and all leases of Equipment (collectively, the "Contracts"), (ii)
      all consents, licenses, permits variances,


                                                                               4



      building permits, certificates of occupancy and other governmental
      approvals relating to construction, completion, occupancy, use or
      operation of the Real Estate or any part thereof (collectively, the
      "Permits") and (iii) all drawings, plans, specifications and similar or
      related items relating to the Real Estate (collectively, the "Plans");

            (J) all right, title, estate and interest of Grantor in and to any
      and all monies now or subsequently on deposit for the payment of real
      estate taxes or special assessments against the Real Estate or for the
      payment of premiums on insurance policies covering the foregoing property
      or otherwise on deposit with or held by Beneficiary as provided in this
      Deed of Trust; and all "documents" as defined in the Uniform Commercial
      Code or other receipts covering, evidencing or representing goods now
      owned or hereafter acquired by Grantor (collectively, "Documents"); all
      (i) "instruments" as defined in the Uniform Commercial Code, "chattel
      paper" as defined in the Uniform Commercial Code, or letters of credit,
      evidencing, representing, arising from or existing in respect of, relating
      to, securing or otherwise supporting the payment of, any of the Mortgaged
      Property (including, without limitation, promissory notes, drafts, bills
      of exchange and trade acceptances) and chattel paper obtained by Grantor
      in connection with the Mortgaged Property (including, without limitation,
      all ledger sheets, computer records and printouts, databases, programs,
      books of account and files of Grantor relating thereto) and (ii) notes or
      other obligations of indebtedness relating to the Mortgaged Property and
      owing to Grantor from whatever source arising, in each case now owned or
      hereafter acquired by Grantor; all "inventory" as defined in the Uniform
      Commercial Code, whether now or hereafter existing or acquired, and which
      arises out of or is used in connection with, directly or indirectly, the
      ownership and operation of the Mortgaged Property, all Documents
      representing the same and all proceeds and products of the same
      (including, without limitation, all goods, merchandise, raw materials,
      work in process and other personal property, wherever located, now or
      hereafter owned or held by Grantor for manufacture, processing, the
      providing of services or sale, use or consumption in the operation of the
      Mortgaged Property (including, without limitation, fuel, supplies and
      similar items and all substances commingled therewith or added thereto)
      and rights and claims of Grantor against anyone who may store or acquire
      the same for the account of Grantor, or from whom Grantor may purchase the
      same); and

            (K) all proceeds (as defined in the Uniform Commercial Code) which,
      in any event, shall include, without limitation, all proceeds, products,
      offspring, rents, profits or receipts, in whatever form, arising from the
      Mortgaged Property (including, without limitation, (i) cash, instruments
      and other property received, receivable or otherwise distributed in
      respect of or in exchange for any or all of the Mortgaged Property, (ii)
      the collection, sale, lease, sublease, concession, exchange, assignment,
      licensing or other disposition of, or realization upon, any item or
      portion of the Mortgaged Property (including, without limitation, all
      claims of Grantor against third parties for loss of, damage to,
      destruction of, or for proceeds payable under, or unearned premiums with
      respect to, policies of insurance in respect of, any the Mortgaged
      Property now existing or hereafter arising), (iii) any and all proceeds of
      any insurance, indemnity, warranty or guaranty payable to Grantor from
      time to time with respect to any of the Mortgaged Property, (iv) any and
      all payments (in any form whatsoever) made or due and payable to Grantor
      from time to time in connection with the requisition, confiscation,
      condemnation,


                                                                               5



      seizure or forfeiture of all or any part of the Mortgaged Property by any
      governmental authority (or any person acting under color of Governmental
      Authority) and (v) any and all other amounts from time to time paid or
      payable under or in connection with any of the Mortgaged Property), both
      cash and noncash, of the foregoing;

            (All of the foregoing property and rights and interests now owned or
      held or subsequently acquired by Grantor and described in the foregoing
      clauses (A) through (E) are collectively referred to as the "Premises",
      and those described in the foregoing clauses (A) through (K) are
      collectively referred to as the "Mortgaged Property").

            TO HAVE AND TO HOLD the Mortgaged Property and the rights and
privileges hereby mortgaged unto Trustee for the benefit and security of
Beneficiary and its successors and assigns for the uses and purposes set forth
herein, until the Indebtedness is fully paid and the Obligations fully
performed.

                              Terms and Conditions

            Grantor further represents, warrants, covenants and agrees with
Beneficiary as follows:

            1. Warranty of Title. Grantor warrants the good title to the
Premises, subject only to the matters that are set forth in Schedule B of any
title insurance policy or policies being issued to Beneficiary to insure the
lien of this Deed of Trust and Permitted Liens and any other matter that does
not materially interfere with use of the Real Estate as currently used (the
"Permitted Exceptions") and that Grantor has the full power, authority and right
to execute, deliver and perform its obligations under this Deed of Trust and to
encumber, mortgage, transfer, give, grant, bargain, sell, alienate, enfeoff,
convey, confirm, warrant, pledge, assign and hypothecate the same and that this
Deed of Trust is and will remain a valid and enforceable first lien on and
security interest in the Mortgaged Property, subject only to the Permitted
Exceptions. Grantor shall, until the satisfaction or release of this Deed of
Trust, warrant, defend and preserve such title and the validity and priority of
the lien of this Deed of Trust and shall, until the satisfaction or release of
this Deed of Trust, warrant and defend the same to Beneficiary against the
claims of all persons whomsoever.

            2. Payment of Indebtedness. Grantor shall pay or cause to be paid
the Indebtedness at the times and places and in the manner specified in any
Note, the Credit Agreement, Guarantee and Collateral Agreement and any other
agreement providing for Secured Obligations and shall perform all the
Obligations in a timely manner.

            3. Requirements. (a) Grantor shall promptly comply with, or cause to
be complied with, and conform to (i) all present and future laws, statutes,
codes, ordinances, orders, judgments, decrees, rules, regulations and
requirements, and irrespective of the nature of the work to be done, with
respect to the Mortgaged Property of each Governmental Authority which has
jurisdiction over the Mortgaged Property and (ii) all covenants, restrictions
and conditions now or later of record which may be applicable to any of the
Mortgaged Property, or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or reconstruction of any of the
Mortgaged Property, except (in each such case) to the extent that


                                                                               6



failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect. All present and future laws, statutes, codes,
ordinances, orders, judgments, decrees, rules, regulations and requirements of
every Governmental Authority applicable to Grantor in connection with the
Mortgaged Property or to any of the Mortgaged Property and all covenants,
restrictions, and conditions which now or later may be applicable to any of the
Premises are collectively referred to as the "Legal Requirements".

            (b) Notwithstanding the provisions of paragraph (a) of this Section,
Grantor shall have the right to contest or object in good faith to the validity
or application of any Legal Requirement by appropriate legal proceedings
diligently conducted in good faith, but such right shall not be deemed or
construed in any way as relieving, modifying, or extending Grantor's covenant to
comply with any such Legal Requirement unless (i) Grantor has given prior
written notice to Beneficiary of Grantor's intent so to contest or object to
such Legal Requirement, (ii) Grantor shall demonstrate to Beneficiary's
reasonable satisfaction that any delay in compliance with such Legal Requirement
shall not entail a risk of forfeiture of any of the Mortgaged Property or
subject Grantor or Beneficiary to any criminal liability, (iii) by the terms of
such Legal Requirement, compliance therewith pending prosecution of any such
legal proceeding may legally be delayed without incurring any lien, charge or
liability of any kind against the Mortgaged property (other than for Permitted
Exceptions), or any part thereof, unless Grantor shall furnish a good and
sufficient bond or surety as required by and reasonably satisfactory to
Beneficiary and (iv) all Permits remain in effect.

            4. Payment of Taxes and Other Impositions. Promptly when due,
Grantor shall pay and discharge (or cause to be paid and discharged) all
material tax liabilities (the "Impositions"), before the same shall become
delinquent or in default in accordance with Section 5.04 of the Credit Agreement

            5. Insurance. (a) Grantor shall maintain or cause to be maintained
on all of the Premises proper insurance in accordance with Section 5.10 of the
Credit Agreement.

            (b) Each insurance policy (other than flood insurance) shall (x)
provide that the insurer affording such coverage shall mail 30 days' written
notice to the Agent in the event of cancellation of such coverage, and (y) with
respect to all property insurance, provide for deductibles in an amount
reasonably satisfactory to Beneficiary and contain a "Replacement Cost
Endorsement" without any deduction made for depreciation and with no
co-insurance penalty (or attaching an agreed amount endorsement satisfactory to
Beneficiary), with loss payable solely to Beneficiary (modified, if necessary,
to provide that proceeds in the amount of replacement cost may be retained by
Beneficiary without the obligation to rebuild) as its interest may appear,
without contribution, under a "standard" or "New York" Beneficiary clause
acceptable to Beneficiary. Liability insurance policies shall name Beneficiary
as an additional insured and contain a waiver of subrogation against
Beneficiary. Each policy shall expressly provide that any proceeds which are
payable to Beneficiary shall be paid by check payable to the order of
Beneficiary and Grantor and requiring the endorsement of Beneficiary and
Grantor.

            (c) Grantor shall deliver to Beneficiary a certificate of such
insurance on the appropriate Acord Form(s) reasonably acceptable to Beneficiary.
Grantor shall (i) pay as they become due all premiums for such insurance and
(ii) concurrently with the expiration of each


                                                                               7



policy to be furnished pursuant to the provisions of this Section 5, deliver a
certificate of insurance in substantially the same form as described in the
first sentence of this Section 5(c).

            (d) Grantor promptly shall comply with and conform to (i) all
provisions of each such insurance policy, and (ii) all requirements of the
insurers applicable to Grantor or to any of the Mortgaged Property or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property. Grantor shall not use or permit the use
of the Mortgaged Property in any manner which would permit any insurer to cancel
any insurance policy or void coverage required to be maintained by this Deed of
Trust.

            (e) If the Mortgaged Property, or any material part thereof, shall
be destroyed or damaged, Grantor shall give prompt notice thereof to
Beneficiary. If an Event of Default shall have occurred and be continuing, and
the Beneficiary delivers notice to the Grantor that it is exercising its rights
under this Section 5(e), then all insurance proceeds shall be paid to
Beneficiary to be held by Beneficiary as collateral to secure the payment and
performance of the Indebtedness and the Obligations. At all other times, Grantor
shall have the right to adjust such loss, and the insurance proceeds relating to
such loss shall be paid over to Grantor and Grantor shall, promptly after any
such damage, repair such damage to the extent required under the Credit
Agreement, regardless of whether any insurance proceeds have been received or
whether such proceeds, if received, are sufficient to pay for the costs of
repair; provided that, any such insurance proceeds (net of fees and expenses
incurred in connection with the applicable casualty event or the recovery of
such insurance proceeds, taxes paid or estimated in good faith to be payable as
a result thereof and amounts required to be applied to the repayment of
principal, premium, prepayment fees, penalties, if any and interest on
Indebtedness required to be paid as a result thereof) that are not so applied
shall be deemed to be, and shall be treated as, Net Proceeds from an Asset Sale
pursuant to and in accordance with the terms of Sections 2.20(a), (b) and (c) of
the Credit Agreement (and shall be subject to such provisions (I) whether or not
such net insurance proceeds derive from property or assets used in or related to
businesses contemplated to be excluded from such application in accordance with
the definition of "Designated Asset Sale" contained in the Credit Agreement and
(II) without regard to whether any of the enumerated exclusions contained in the
definition of "Asset Sale" contained in the Credit Agreement may be applicable).
If an Event of Default shall have occurred and be continuing, Beneficiary
shall have the right to adjust such loss and use the insurance proceeds to pay
the Indebtedness or repair the Mortgaged Property in its sole and absolute
discretion.

            (f) In the event of foreclosure of this Deed of Trust or other
transfer of title to the Mortgaged Property, all right, title and interest of
Grantor to the benefit of insurance under any insurance policies then in force,
which are applicable to loss involving the Mortgaged Property, shall pass to the
purchaser or Beneficiary.

            (g) Grantor may maintain insurance required under this Deed of Trust
by means of one or more blanket insurance policies maintained by Grantor;
provided, however, that (A) any such policy shall specify, or Grantor shall
furnish to Beneficiary a written statement from the insurer so specifying, the
maximum amount of the total insurance afforded by such blanket policy that is
applicable to the Premises and the other Mortgaged Property and any sublimits in
such blanket policy applicable to the Premises and the other Mortgaged Property
and


                                                                               8



(B) the protection afforded under any such blanket policy shall be no less than
that which would have been afforded under a separate policy or policies relating
only to the Mortgaged Property.

            6. Restrictions on Liens and Encumbrances. Except for the lien of
this Deed of Trust and the Permitted Exceptions, and except as permitted under
the Credit Agreement, Grantor shall not further mortgage, nor otherwise encumber
the Mortgaged Property nor create or suffer to exist any lien, charge or
encumbrance on the Mortgaged Property, or any part thereof, whether superior or
subordinate to the lien of this Deed of Trust and whether recourse or
non-recourse.

            7. Due on Sale and Other Transfer Restrictions. Except as permitted
under the Credit Agreement or Section 10 hereof, Grantor shall not sell,
transfer, convey or assign all or any portion of, or any interest in, the
Mortgaged Property.

            8. Maintenance. Grantor shall maintain or cause to be maintained all
the Improvements in accordance with the provisions of Section 5.05 of the Credit
Agreement.

            9. Condemnation/Eminent Domain. Promptly upon obtaining actual
knowledge of the institution of any proceedings for the condemnation of the
Mortgaged Property, or any portion thereof, Grantor shall notify Beneficiary of
the pendency of such proceedings. If an Event of Default occurs and is
continuing, Beneficiary is hereby authorized and empowered by Grantor to settle
or compromise any claim in connection with such condemnation and to receive all
awards and proceeds thereof to be held by Beneficiary as collateral to secure
the payment and performance of the Indebtedness and the Obligations.
Notwithstanding the preceding sentence, provided no Event of Default shall have
occurred and be continuing, but subject to the terms and provisions of the
Credit Agreement, Grantor shall, at its expense, diligently prosecute any
proceeding relating to such condemnation, settle or compromise any claims in
connection therewith in a manner consistent with its reasonable business
judgment and receive any awards or proceeds thereof.

            10. Leases. Except as permitted under the Credit Agreement, Grantor
shall not (i) execute an assignment or pledge of any Lease relating to all or
any portion of the Mortgaged Property other than in favor of Beneficiary, or
(ii) execute or permit to exist any Lease of any of the Mortgaged Property.

            11. Further Assurances. To further assure Beneficiary's rights under
this Deed of Trust, Grantor agrees upon demand of Beneficiary to do any act or
execute any additional documents (including, but not limited to, security
agreements on any personalty included or to be included in the Mortgaged
Property, a separate assignment of each Lease in recordable form and any Uniform
Commercial Code financing statements) as may be reasonably required by
Beneficiary to confirm the lien of this Deed of Trust and all other rights or
benefits conferred on Beneficiary.

            12. Beneficiary's Right to Perform. If Grantor fails to perform any
of the covenants or agreements of Grantor(other than with respect to the failure
to maintain insurance as required hereunder, in which case Beneficiary can
immediately perform), and such failure constitutes an Event of Default, without
waiving or releasing Grantor from any obligation or


                                                                               9



default under this Deed of Trust, Beneficiary may, at any time (but shall be
under no obligation to) pay or perform the same, and the amount or cost thereof,
with interest at the rate provided for in the Credit Agreement, shall
immediately, upon notice to Grantor, be due from Grantor to Beneficiary and the
same shall be secured by this Deed of Trust and shall be a lien on the Mortgaged
Property prior to any right, title to, interest in or claim upon the Mortgaged
Property attaching subsequent to the lien of this Deed of Trust. No payment or
advance of money by Beneficiary under this Section 12 shall be deemed or
construed to cure Grantor's default or waive any right or remedy of Beneficiary.

            13. Hazardous Material. Beneficiary shall have the right at any time
to conduct an environmental audit of the Premises, if it reasonably believes
there has been a violation of applicable Environmental Laws in connection with
such Premises, and Grantor shall cooperate in the conduct of such environmental
audit. Grantor shall comply with all provisions of the Credit Agreement
regarding Hazardous Materials and Environmental Laws.

            14. Events of Default. The occurrence of an Event of Default under
the Credit Agreement shall constitute an Event of Default hereunder.

            15. Remedies.

            (a) Upon the occurrence and during the continuation of any Event of
Default, in addition to any other rights and remedies Beneficiary may have
pursuant to the Loan Documents, or as provided by law, and without limitation,
Beneficiary may immediately take such action, without notice or demand, as it
deems advisable to protect and enforce its rights against Grantor and in and to
the Mortgaged Property, including, but not limited to, the following actions,
each of which may be pursued concurrently or otherwise, at such time and in such
manner as Beneficiary may determine, in its sole discretion, without impairing
or otherwise affecting the other rights and remedies of Beneficiary:

            (i) Beneficiary may, to the extent permitted by applicable law, (A)
      take immediate possession of all of the Mortgaged Property and take such
      action as Beneficiary, in its sole judgment, deems necessary to protect
      and preserve the Mortgaged Property, (B) institute, maintain and complete
      an action of mortgage foreclosure against all or any part of the Mortgaged
      Property and cause the Mortgaged Property to be sold in total or in parts,
      (C) purchase the Mortgaged Property at foreclosure sale, (D) institute and
      maintain an action on the Indebtedness, (E) sell all or part of the
      Mortgaged Property (Grantor expressly granting to Trustee for the benefit
      of Beneficiary the power of sale), or (F) take such other action at law or
      in equity for the enforcement of this Deed of Trust or any of the Loan
      Documents as the law may allow. Following a power of sale foreclosure, or
      in connection with a judicial foreclosure, Beneficiary may proceed in any
      such action to final judgment and execution thereon for all remaining sums
      due hereunder, together with interest thereon at the rate provided for in
      the Credit Agreement and all costs of suit, including, without limitation,
      reasonable attorneys' fees and disbursements. Interest at the rate
      provided for in the Credit Agreement shall be due on any judgment obtained
      by Beneficiary from the date of judgment until actual payment is made of
      the full amount of the judgment.


                                                                              10



            (ii) Beneficiary may personally, or by its agents, attorneys and
      employees and without regard to the adequacy or inadequacy of the
      Mortgaged Property or any other collateral as security for the
      Indebtedness and Obligations enter into and upon the Mortgaged Property
      and each and every part thereof and exclude Grantor and its agents and
      employees therefrom without liability for trespass, damage or otherwise
      (Grantor hereby agreeing to surrender possession of the Mortgaged Property
      to Beneficiary upon demand at any such time) and use, operate, manage,
      maintain and control the Mortgaged Property and every part thereof.
      Following such entry and taking of possession, Beneficiary shall be
      entitled, without limitation, (x) to lease all or any part or parts of the
      Mortgaged Property for such periods of time and upon such conditions as
      Beneficiary may, in its discretion, deem proper, (y) to enforce, cancel or
      modify any Lease and (z) generally to execute, do and perform any other
      act, deed, matter or thing concerning the Mortgaged Property as
      Beneficiary shall deem appropriate as fully as Grantor might do.

            (iii) At any time after the lapse of such time as may then be
      required by law following the recordation of a notice of default, and a
      notice of sale having been given in the manner required or permitted by
      law, Trustee, without demand on Grantor, may sell the Mortgaged Property
      on the date and at the time and place designated in such notice of sale,
      either as a whole or in separate parcels, and in such order as Beneficiary
      may request, at public auction to the highest bidder, the purchase price
      payable in lawful money of the United States at the time of sale. The
      person conducting the sale may, for any reason, postpone the sale from
      time to time to the extent permitted by law until it shall be completed
      and, in every such case, notice of postponement shall be given by public
      declaration thereof by such person at the time and place last appointed
      for the sale. Trustee shall execute and deliver to the purchaser its
      trustee's deed conveying the Mortgaged Property so sold, but without any
      covenant or warranty, express or implied. The recitals in the trustee's
      deed of any matters or facts shall be conclusive proof of the truthfulness
      thereof. Any person, including Beneficiary, may bid at the sale (with
      Beneficiary having the right to credit bid). Grantor agrees to surrender
      complete possession of the Mortgaged Property to the purchaser at the
      trustee's sale immediately after such sale in the event such possession
      has not previously been surrendered by Grantor.

            (iv) Even if steps have been taken to commence a power of sale
      foreclosure, Beneficiary shall have the option at all times to foreclose
      this Deed of Trust in the manner provided by law for the foreclosure of
      mortgages on real property. Beneficiary shall have the right at any time
      to commence a power of sale foreclosure even if Borrower has commenced a
      judicial foreclosure.

            (b) In case of a foreclosure sale, the Real Estate may be sold, at
Beneficiary's election, in one parcel or in more than one parcel and Beneficiary
is specifically empowered, (without being required to do so, and in its sole and
absolute discretion) to cause successive sales of portions of the Mortgaged
Property to be held.

            16. Sale of the Properties; Application of Proceeds. Subject to the
requirements of applicable law and the Credit Agreement, the proceeds or avails
of a power of sale foreclosure


                                                                              11



or any other foreclosure sale and all moneys received by Beneficiary pursuant to
any right given or action taken under the provisions of this Deed of Trust,
shall be applied as follows:

            First: To the payment of the costs and expenses of any such sale or
other enforcement proceedings in accordance with the terms hereof and of any
judicial proceeding wherein the same may be made, and in addition thereto,
reasonable compensation to Beneficiary, its agents and counsel, and of all sums
due to Beneficiary under the Loan Documents and all actual out-of-pocket
expenses, advances, liabilities and sums made or furnished or incurred by
Beneficiary or the holders under this Deed of Trust and the Loan Documents,
together with interest at the rate provided for in the Credit Agreement (or such
lesser amount as may be the maximum amount permitted by law), and all taxes,
assessments or other charges, except any taxes, assessments or other charges
subject to which the Mortgaged Property shall have been sold;

            Second: To the payment of the Indebtedness and Obligations in
accordance with Section 2.16(b) of the Credit Agreement; and

            Third: To the payment of the surplus, if any, to whomsoever may be
lawfully entitled to receive the same. Following a power of sale foreclosure,
Trustee, in its discretion, may deposit or interplead the balance of such
proceeds with the county clerk or a court of the county in which the sale took
place with Trustee entitled to be reimbursed in such action for its costs and
attorneys' fees.

            17. Right of Beneficiary to Credit Sale. Upon the occurrence of any
sale made under this Deed of Trust, whether made under the power of sale or by
virtue of judicial proceedings or of a judgment or decree of foreclosure and
sale, Beneficiary may bid for and acquire the Mortgaged Property or any part
thereof. In lieu of paying cash therefor, Beneficiary may make settlement for
the purchase price by crediting upon the Indebtedness or other sums secured by
this Deed of Trust the net sales price after deducting therefrom the expenses of
sale and the cost of the action and any other sums which Beneficiary is
authorized to deduct under this Deed of Trust. In such event, this Deed of
Trust, the Credit Agreement, any Note, the Guarantee and Collateral Agreement
and documents evidencing expenditures secured hereby may be presented to the
Person conducting the sale in order that the amount so used or applied may be
credited upon the Indebtedness as having been paid.

            18. Appointment of Receiver. If an Event of Default shall have
occurred and be continuing, Beneficiary as a matter of right and without notice
to Grantor, unless otherwise required by applicable law, and without regard to
the adequacy or inadequacy of the Mortgaged Property or any other collateral as
security for the Indebtedness and Obligations or the interest of Grantor
therein, shall have the right to apply to any court having jurisdiction to
appoint a receiver or receivers or other manager of the Mortgaged Property, and
Grantor hereby irrevocably consents to such appointment and waives notice of any
application therefor (except as may be required by law). Any such receiver or
receivers shall have all the usual powers and duties of receivers in like or
similar cases and all the powers and duties of Beneficiary in case of entry as
provided in this Deed of Trust, including, without limitation and to the extent
permitted by law, the right to enter into leases of all or any part of the
Mortgaged Property, and shall


                                                                              12



continue as such and exercise all such powers until the date of confirmation of
sale of the Mortgaged Property unless such receivership is sooner terminated.

            19. Extension, Release, etc. (a) Without affecting the lien or
charge of this Deed of Trust upon any portion of the Mortgaged Property not then
or theretofore released as security for the full amount of the Indebtedness,
Beneficiary may, from time to time and without notice, agree to (i) release any
person liable for the Indebtedness, (ii) extend the maturity or alter any of the
terms of the Indebtedness or any guaranty thereof, (iii) grant other
indulgences, (iv) release or reconvey, or cause to be released or reconveyed at
any time at Beneficiary's option any parcel, portion or all of the Mortgaged
Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto. If at any time this Deed of Trust shall secure
less than all of the principal amount of the Indebtedness, it is expressly
agreed that any repayments of the principal amount of the Indebtedness shall not
reduce the amount of the lien of this Deed of Trust until the lien amount shall
equal the principal amount of the Indebtedness outstanding.

            (b) No recovery of any judgment by Beneficiary and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other
property of Grantor shall affect the lien of this Deed of Trust or any liens,
rights, powers or remedies of Beneficiary hereunder, and such liens, rights,
powers and remedies shall continue unimpaired.

            (c) If Beneficiary shall have the right to foreclose this Deed of
Trust, Grantor authorizes Beneficiary at its option to foreclose the lien of
this Deed of Trust subject to the rights of any tenants of the Mortgaged
Property. The failure to make any such tenants parties defendant to any such
foreclosure proceeding and to foreclose their rights will not be asserted by
Grantor as a defense to any proceeding instituted by Beneficiary to collect the
Indebtedness or to foreclose the lien of this Deed of Trust.

            (d) Unless expressly provided otherwise, in the event that ownership
of this Deed of Trust and title to the Mortgaged Property or any estate therein
shall become vested in the same Person, this Deed of Trust shall not merge in
such title but shall continue as a valid lien on the Mortgaged Property for the
amount secured hereby.

            20. Security Agreement under Uniform Commercial Code. (a) It is the
intention of the parties hereto that this Deed of Trust shall constitute a
Security Agreement within the meaning of the Uniform Commercial Code (the
"Code") of the State of Utah. Unless as otherwise provided for in the Credit
Agreement, if an Event of Default shall occur and be continuing, then in
addition to having any other right or remedy available at law or in equity,
Beneficiary shall have the option of either (i) proceeding under the Code and
exercising such rights and remedies as may be provided to a secured party by the
Code with respect to all or any portion of the Mortgaged Property which is
personal property (including, without limitation, taking possession of and
selling such property) or (ii) treating such property as real property and
proceeding with respect to both the real and personal property constituting the
Mortgaged Property in accordance with Beneficiary's rights, powers and remedies
with respect to the real property (in which event the default provisions of the
Code shall not apply). If Beneficiary shall elect to proceed under the Code,
then ten days' notice of sale of the personal property shall be deemed
reasonable notice and the reasonable expenses of retaking, holding, preparing
for sale,


                                                                              13



selling and the like incurred by Beneficiary shall include, but not be limited
to, attorneys' fees and legal expenses. At Beneficiary's request, Grantor shall
assemble the personal property and make it available to Beneficiary at a place
designated by Beneficiary which is reasonably convenient to both parties.

            (b) Grantor and Beneficiary agree, to the extent permitted by law,
that: (i) this Deed of Trust upon recording or registration in the real estate
records of the proper office shall constitute a financing statement filed as a
"fixture filing" within the meaning of the Code; (ii) Grantor is the record
owner of the Real Estate; and (iii) the addresses of Grantor and Beneficiary are
as set forth on the first page of this Deed of Trust. Grantor's organizational
number issued by the State of Georgia is J408225.

            (c) Grantor, upon request by Beneficiary from time to time, shall
execute, acknowledge and deliver to Beneficiary one or more separate security
agreements, in form reasonably satisfactory to Beneficiary, covering all or any
part of the Mortgaged Property and will further execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, any financing
statement, affidavit, continuation statement or certificate or other document as
Beneficiary may reasonably request in order to perfect, preserve, maintain,
continue or extend the security interest under and the priority of this Deed of
Trust and such security instrument. Grantor further agrees to pay to Beneficiary
on demand all costs and expenses incurred by Beneficiary in connection with the
preparation, execution, recording, filing and re-filing of any such document and
all reasonable costs and expenses of any record searches for financing
statements Beneficiary shall reasonably require. If Grantor shall fail to
furnish any financing or continuation statement within 10 days after request by
Beneficiary, then pursuant to the provisions of the Code, Grantor hereby
authorizes Beneficiary, without the signature of Grantor, to execute and file
any such financing and continuation statements. The filing of any financing or
continuation statements in the records relating to personal property or chattels
shall not be construed as in any way impairing the right of Beneficiary to
proceed against any personal property encumbered by this Deed of Trust as real
property, as set forth above.

            21. Assignment of Rents and Leases. (a) In furtherance of and in
addition to the assignment made by Grantor herein, Grantor hereby absolutely and
unconditionally assigns, sells, transfers and conveys to Beneficiary all of its
right, title and interest in and to all Leases, whether now existing or
hereafter entered into, and all of its right, title and interest in and to all
Rents. This assignment is an absolute assignment and not an assignment for
additional security only. So long as no Event of Default shall have occurred and
be continuing, Grantor shall have a revocable license from Beneficiary to
exercise all rights extended to the landlord under the Leases, including the
right to receive and collect all Rents and to hold the Rents in trust for use in
the payment and performance of the Obligations and to otherwise use the same.
The foregoing license is granted subject to the conditional limitation that no
Event of Default shall have occurred and be continuing. Upon the occurrence and
during the continuance of an Event of Default, whether or not legal proceedings
have commenced, and without regard to waste, adequacy of security for the
Obligations or solvency of Grantor, the license herein granted shall
automatically expire and terminate, without notice by Beneficiary (any such
notice being hereby expressly waived by Grantor).


                                                                              14



            (b) Grantor acknowledges that Beneficiary has taken all reasonable
actions necessary to obtain, and that upon recordation of this Deed of Trust,
Beneficiary shall have, to the extent permitted under applicable law, a valid
and fully perfected, first priority, present assignment of the Rents arising out
of the Leases and all security for such Leases subject to the Permitted Liens
and in the case of security deposits, rights of depositors and requirements of
law. Grantor acknowledges and agrees that upon recordation of this Deed of
Trust, Beneficiary's interest in the Rents shall be deemed to be fully
perfected, "choate" and enforced as to Grantor and all third parties, including,
without limitation, any subsequently appointed trustee in any case under Title
11 of the United States Code (the "Bankruptcy Code"), without the necessity of
commencing a foreclosure action with respect to this Deed of Trust, making
formal demand for the Rents, obtaining the appointment of a receiver or taking
any other affirmative action.

            (c) Without limitation of the absolute nature of the assignment of
the Rents hereunder, Grantor and Beneficiary agree that (a) this Deed of Trust
shall constitute a "security agreement" for purposes of Section 552(b) of the
Bankruptcy Code, (b) the security interest created by this Deed of Trust extends
to property of Grantor acquired before the commencement of a case in bankruptcy
and to all amounts paid as Rents, and (c) such security interest shall extend to
all Rents acquired by the estate after the commencement of any case in
bankruptcy.

            22. Trust Funds. All lease security deposits of the Real Estate
shall be treated as trust funds not to be commingled with any other funds of
Grantor. Within 10 days after request by Beneficiary, Grantor shall furnish
Beneficiary satisfactory evidence of compliance with this Section 22, together
with a statement of all lease security deposits by lessees and copies of all
Leases not previously delivered to Beneficiary, which statement shall be
certified by Grantor.

            23. Additional Rights. The holder of any subordinate lien on the
Mortgaged Property shall have no right to terminate any Lease whether or not
such Lease is subordinate to this Deed of Trust nor shall any holder of any
subordinate lien join any tenant under any Lease in any action to foreclose the
lien or modify, interfere with, disturb or terminate the rights of any tenant
under any Lease. By recordation of this Deed of Trust all subordinate
lienholders are subject to and notified of this provision, and any action taken
by any such lienholder contrary to this provision shall be null and void. Unless
as otherwise provided for in the Credit Agreement, upon the occurrence, and
during the continuation, of any Event of Default, Beneficiary may, in its sole
discretion and without regard to the adequacy of its security under this Deed of
Trust, apply all or any part of any amounts on deposit with Beneficiary under
this Deed of Trust against all or any part of the Indebtedness. Any such
application shall not be construed to cure or waive any Default or Event of
Default or invalidate any act taken by Beneficiary on account of such Default or
Event of Default.

            24. Rights and Responsibilities of Trustee; Other Provisions
Relating to Trustee.

            Notwithstanding anything to the contrary in this Deed of Trust,
Grantor and Beneficiary agree as follows.

            (a)   Exercise of Remedies by Trustee. To the extent that this Deed
of Trust or applicable law authorizes or empowers Beneficiary to exercise any
remedies set forth in Section 15 hereof or otherwise, or perform any acts in
connection therewith, Trustee (but not to the


                                                                              15



exclusion of Beneficiary unless so required under the law of the State) shall
have the power to exercise any or all such remedies, and to perform any acts
provided for in this Deed of Trust in connection therewith, all for the benefit
of Beneficiary and on Beneficiary's behalf in accordance with applicable law of
the State. In connection therewith, Trustee: (a) shall not exercise, or waive
the exercise of, any Beneficiary's remedies (other than any rights of Trustee to
any indemnity or reimbursement), except at Beneficiary's request, and (b) shall
exercise, or waive the exercise of, any or all of Beneficiary's remedies at
Beneficiary's request, and in accordance with Beneficiary's directions as to the
manner of such exercise or waiver. Trustee may, however, decline to follow
Beneficiary's request or direction if Trustee shall be advised by counsel that
the action or proceeding, or manner thereof, so directed may not lawfully be
taken or waived.

            (b)   Rights and Privileges of Trustee. To the extent that this Deed
of Trust requires Grantor to reimburse Beneficiary for any expenditures
Beneficiary may incur, Trustee shall be entitled to the same rights to
reimbursement of expenses as Beneficiary, subject to such limitations and
conditions as would apply in the case of Beneficiary. To the extent that this
Deed of Trust negates or limits Beneficiary's liability as to any matter,
Trustee shall be entitled to the same negation or limitation of liability. To
the extent that Grantor, pursuant to this Deed of Trust, appoints Beneficiary as
Grantor's attorney in fact for any purpose, Beneficiary or (when so instructed
by Beneficiary) Trustee shall be entitled to act on Grantor's behalf without
joinder or confirmation by the other.

            (c)   Authority of Beneficiary. If Beneficiary is a banking
corporation, state banking corporation or a national banking association and the
instrument of appointment of any successor or replacement Trustee is executed on
Beneficiary's behalf by an officer of such corporation, state banking
corporation or national banking association, then such appointment may be
executed by any authorized officer or agent of Beneficiary and such appointment
shall be conclusively presumed to be executed with authority and shall be valid
and sufficient without proof of any action by the board of directors or any
superior officer of Beneficiary.

            (d)   Effect of Appointment of Successor Trustee. Upon the
appointment and designation of any successor, substitute or replacement Trustee,
Trustee's entire estate and title in the Mortgaged Property shall vest in the
designated successor, substitute or replacement Trustee. Such successor,
substitute or replacement Trustee shall thereupon succeed to and shall hold,
possess and execute all the rights, powers, privileges, immunities and duties
herein conferred upon Trustee. All references herein to Trustee shall be deemed
to refer to Trustee (including any successor or substitute appointed and
designated as herein provided) from time to time acting hereunder.

            (e)   Confirmation of Transfer and Succession. Any new Trustee
appointed pursuant to any of the provisions hereof shall, without any further
act, deed or conveyance, become vested with all the estates, properties, rights,
powers and trusts of his predecessor in the rights hereunder with like effect as
if originally named as Trustee herein; but nevertheless, upon the written
request of Beneficiary or of any successor, substitute or replacement Trustee,
any former Trustee ceasing to act shall execute and deliver an instrument
transferring to such successor, substitute or replacement Trustee all of the
right, title, estate and interest in the Mortgaged Property of Trustee so
ceasing to act, together with all the rights, powers, privileges,


                                                                              16



immunities and duties herein conferred upon Trustee, and shall duly assign,
transfer and deliver all properties and moneys held by said Trustee hereunder to
said successor, substitute or replacement Trustee.

            (f)   Exculpation. Trustee shall not be liable for any error of
judgment or act done by Trustee in good faith, or otherwise be responsible or
accountable under any circumstances whatsoever, except for Trustee's gross
negligence, willful misconduct or knowing violation of law. Trustee shall not be
personally liable in case of entry by him, or anyone entering by virtue of the
powers herein granted him, upon the Mortgaged Property for debts contracted or
liability or damages incurred in the management or operation of the Mortgaged
Property. Trustee shall have the right to rely on any instrument, document or
signature authorizing or supporting any action taken or proposed to be taken by
it hereunder, believed by it in good faith to be genuine. All moneys received by
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated in any
manner from any other moneys (except to the extent required by law). Trustee
shall be under no liability for interest on any moneys received by it hereunder.

            (g)   Endorsement and Execution of Documents. Upon Beneficiary's
written request, Trustee shall, without liability or notice to Grantor, execute,
consent to, or join in any instrument or agreement in connection with or
necessary to effectuate the purposes of this Deed of Trust. Grantor hereby
irrevocably designates Trustee as its attorney in fact to execute, acknowledge
and deliver, on Grantor's behalf and in Grantor's name, all instruments or
agreements necessary to implement any provision(s) of this Deed of Trust or to
further perfect the lien created by this Deed of Trust on the Mortgaged
Property. This power of attorney shall be deemed to be coupled with an interest
and shall survive any disability of Grantor.

            (h)   Multiple Trustees. If Beneficiary appoints multiple trustees,
then any Trustee, individually, may exercise all powers granted to Trustee under
this instrument, without the need for action by any other Trustee(s).

            (i)   No Required Action. Trustee shall not be required to take any
action under this Deed of Trust or to institute, appear in or defend any action,
suit or other proceeding in connection therewith where in his opinion such
action will be likely to involve him in expense or liability, unless requested
so to do by a written instrument signed by Beneficiary and, if Trustee so
requests, unless Trustee is tendered security and indemnity satisfactory to him
against any and all costs, expense and liabilities arising therefrom. Trustee
shall not be responsible for the execution, acknowledgment or validity of this
Deed of Trust, or for the proper authorization thereof, or for the sufficiency
of the lien and security interest purported to be created hereby, and makes no
representation in respect thereof or in respect of the rights, remedies and
recourses of Beneficiary.

            (j)   Terms of Trustee's Acceptance. Trustee accepts the trust
created by this Deed of Trust upon the following terms and conditions:

                  (i) Delegation. Trustee may exercise any of its powers through
            appointment of attorney(s) in fact or agents.


                                                                              17



                  (ii) Security. Trustee shall be under no obligation to take
            any action upon any Event of Default unless furnished security or
            indemnity, in form satisfactory to Trustee, against costs, expenses,
            and liabilities that Trustee may incur.

                  (iii) Costs and Expenses. Grantor shall reimburse Trustee, as
            part of the Obligations secured hereunder, for all reasonable
            disbursements and expenses (including reasonable legal fees and
            expenses) incurred by reason of or arising from an Event of Default
            and as provided for in this Deed of Trust, including any of the
            foregoing incurred in Trustee's administering and executing the
            trust created by this Deed of Trust and performing Trustee's duties
            and exercising Trustee's powers under this Deed of Trust.

            24. Notices. All notices, requests, demands and other communications
hereunder shall be given in accordance with the provisions of Section 9.01 of
the Credit Agreement to Grantor in care of Borrower and to Beneficiary as
specified therein.

            25. No Oral Modification. This Deed of Trust may not be amended,
supplemented or otherwise modified except in accordance with the provisions of
Section 9.02 of the Credit Agreement. To the extent permitted by Applicable Law,
any agreement made by Grantor and Beneficiary after the date of this Deed of
Trust relating to this Deed of Trust shall be superior to the rights of the
holder of any intervening or subordinate lien or encumbrance.

            26. Partial Invalidity. In the event any one or more of the
provisions contained in this Deed of Trust shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but each shall be
construed as if such invalid, illegal or unenforceable provision had never been
included. Notwithstanding to the contrary anything contained in this Deed of
Trust or in any provisions of the Indebtedness or Loan Documents, the
obligations of Grantor and of any other obligor under the Indebtedness or Loan
Documents shall be subject to the limitation that Beneficiary shall not charge,
take or receive, nor shall Grantor or any other obligor be obligated to pay to
Beneficiary, any amounts constituting interest in excess of the maximum rate
permitted by law to be charged by Beneficiary.

            27. Grantor's Waiver of Rights. To the fullest extent permitted by
law, Grantor waives the benefit of all laws now existing or that may
subsequently be enacted providing for (i) any appraisement before sale of any
portion of the Mortgaged Property, (ii) any extension of the time for the
enforcement of the collection of the Indebtedness or the creation or extension
of a period of redemption from any sale made in collecting such debt and (iii)
exemption of the Mortgaged Property from attachment, levy or sale under
execution or exemption from civil process. To the full extent Grantor may do so,
Grantor agrees that Grantor will not at any time insist upon, plead, claim or
take the benefit or advantage of any law now or hereafter in force providing for
any appraisement, valuation, stay, exemption, extension or redemption, or
requiring foreclosure of this Deed of Trust before exercising any other remedy
granted hereunder and Grantor, for Grantor and its successors and assigns, and
for any and all Persons ever claiming any interest in the Mortgaged Property, to
the extent permitted by law, hereby waives and releases all rights of
redemption, valuation, appraisement, stay of execution, notice of


                                                                              18



election to mature or declare due the whole of the secured indebtedness and
marshalling in the event of foreclosure of the liens hereby created.

            28. Remedies Not Exclusive. Beneficiary shall be entitled to enforce
payment of the Indebtedness and performance of the Obligations and to exercise
all rights and powers under this Deed of Trust or under any of the other Loan
Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the Indebtedness and Obligations may now or
hereafter be otherwise secured, whether by mortgage, security agreement, pledge,
lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor
its enforcement, shall prejudice or in any manner affect Beneficiary's right to
realize upon or enforce any other security now or hereafter held by Beneficiary,
it being agreed that Beneficiary shall be entitled to enforce this Deed of Trust
and any other security now or hereafter held by Beneficiary in such order and
manner as Beneficiary may determine in its absolute discretion. No remedy herein
conferred upon or reserved to Beneficiary is intended to be exclusive of any
other remedy herein or by law provided or permitted, but each shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute. Every power or remedy
given by any of the Loan Documents to Beneficiary or to which it may otherwise
be entitled, may be exercised, concurrently or independently, from time to time
and as often as may be deemed expedient by Beneficiary. In no event shall
Beneficiary, in the exercise of the remedies provided in this Deed of Trust
(including, without limitation, in connection with the assignment of Rents to
Beneficiary, or the appointment of a receiver and the entry of such receiver on
to all or any part of the Mortgaged Property), be deemed a "Beneficiary in
possession," and Beneficiary shall not in any way be made liable for any act,
either of commission or omission, in connection with the exercise of such
remedies.

            29. Multiple Security. If (a) the Premises shall consist of one or
more parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Deed of Trust, Beneficiary shall now or
hereafter hold one or more additional mortgages, liens, deeds of trust or other
security (directly or indirectly) for the Indebtedness upon other property in
the State in which the Premises are located (whether or not such property is
owned by Grantor or by others) or (c) both the circumstances described in
clauses (a) and (b) shall be true, then to the fullest extent permitted by law,
Beneficiary may, at its election, commence or consolidate in a single
foreclosure action all foreclosure proceedings against all such collateral
securing the Indebtedness (including the Mortgaged Property), which action may
be brought or consolidated in the courts of any county in which any of such
collateral is located. Grantor acknowledges that the right to maintain a
consolidated foreclosure action is a specific inducement to Beneficiary to
extend the Indebtedness, and Grantor expressly and irrevocably waives any
objections to the commencement or consolidation of the foreclosure proceedings
in a single action and any objections to the laying of venue or based on the
grounds of forum non conveniens which it may now or hereafter have. Grantor
further agrees that if Beneficiary shall be prosecuting one or more foreclosure
or other proceedings against a portion of the Mortgaged Property or against any
collateral other than the Mortgaged Property, which collateral directly or
indirectly secures the Indebtedness, or if Beneficiary shall have obtained a
judgment of foreclosure and sale or similar judgment against such collateral,
then, whether or not such proceedings are being maintained or judgments were
obtained in or outside the State in which the Premises are located, Beneficiary
may commence or continue foreclosure proceedings and exercise its other remedies
granted in this Deed of Trust against all or any part of the Mortgaged


                                                                              19



Property and Grantor waives any objections to the commencement or continuation
of a foreclosure of this Deed of Trust or exercise of any other remedies
hereunder based on such other proceedings or judgments, and waives any right to
seek to dismiss, stay, remove, transfer or consolidate either any action under
this Deed of Trust or such other proceedings on such basis. Neither the
commencement nor continuation of proceedings to foreclose this Deed of Trust nor
the exercise of any other rights hereunder nor the recovery of any judgment by
Beneficiary in any such proceedings shall prejudice, limit or preclude
Beneficiary's right to commence or continue one or more foreclosure or other
proceedings or obtain a judgment against any other collateral (either in or
outside the State in which the Premises are located) which directly or
indirectly secures the Indebtedness, and Grantor expressly waives any objections
to the commencement of, continuation of, or entry of a judgment in such other
proceedings or exercise of any remedies in such proceedings based upon any
action or judgment connected to this Deed of Trust, and Grantor also waives any
right to seek to dismiss, stay, remove, transfer or consolidate either such
other proceedings or any action under this Deed of Trust on such basis. It is
expressly understood and agreed that to the fullest extent permitted by law,
Beneficiary may, at its election, cause the sale of all collateral which is the
subject of a single foreclosure action at either a single sale or at multiple
sales conducted simultaneously and take such other measures as are appropriate
in order to effect the agreement of the parties to dispose of and administer all
collateral securing the Indebtedness (directly or indirectly) in the most
economical and least time-consuming manner.

            30. Successors and Assigns. All covenants of Grantor contained in
this Deed of Trust are imposed solely and exclusively for the benefit of
Beneficiary and its successors and assigns, and no other person or entity shall
have standing to require compliance with such covenants or be deemed, under any
circumstances, to be a beneficiary of such covenants, any or all of which may be
freely waived in whole or in part by Beneficiary at any time if in its sole
discretion it deems such waiver advisable. All such covenants of Grantor shall
run with the land and bind Grantor, the successors and assigns of Grantor (and
each of them) and all subsequent owners, encumbrances and tenants of the
Mortgaged Property, and shall inure to the benefit of Beneficiary, its
successors and assigns. The word "Grantor" shall be construed as if it read
"Grantors" whenever the sense of this Deed of Trust so requires and if there
shall be more than one Grantor, the obligations of Grantors shall be joint and
several.

            31. No Waivers, etc. Any failure by Beneficiary to insist upon the
strict performance by Grantor of any of the terms and provisions of this Deed of
Trust shall not be deemed to be a waiver of any of the terms and provisions
hereof, and Beneficiary, notwithstanding any such failure, shall have the right
thereafter to insist upon the strict performance by Grantor of any and all of
the terms and provisions of this Deed of Trust to be performed by Grantor.
Beneficiary may release, regardless of consideration and without the necessity
for any notice to or consent by the holder of any subordinate lien on the
Mortgaged Property, any part of the security held for the obligations secured by
this Deed of Trust without, as to the remainder of the security, in anywise
impairing or affecting the lien of this Deed of Trust or the priority of such
lien over any subordinate lien.

            32. Governing Law, etc. This Deed of Trust shall be governed by and
construed in accordance with the laws of Utah, except that Grantor expressly
acknowledges that by its terms the Credit Agreement and any Note shall be
governed and construed in accordance with


                                                                              20



the laws of the State of New York, without regard to principles of conflict of
law, and for purposes of consistency, Grantor agrees that in any in personam
proceeding related to this Deed of Trust the rights of the parties to this Deed
of Trust shall also be governed by and construed in accordance with the laws of
the State of New York governing contracts made and to be performed in that
State, without regard to principles of conflict of law.

            33. Certain Definitions. Unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, words used in
this Deed of Trust shall be used interchangeably in singular or plural form and
the word "Grantor" shall mean "each Grantor or any subsequent owner or owners of
the Mortgaged Property or any part thereof or interest therein," the word
"Beneficiary" shall mean "Beneficiary or any successor agent for the Lenders,"
the word "person" shall include any individual, corporation, partnership, trust,
unincorporated association, government, governmental authority, or other entity,
and the words "Mortgaged Property" shall include any portion of the Mortgaged
Property or interest therein. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and vice
versa. The captions in this Deed of Trust are for convenience or reference only
and in no way limit or amplify the provisions hereof.


                                                                              21



            This Deed of Trust has been duly executed by Grantor on the date
first above written.

                                         JOHN H. HARLAND COMPANY


                                         By:/s/ Edward P. Taibi
                                            ------------------------------------
                                            Name:  Edward P. Taibi
                                            Title: Assistant Secretary


                                                                              22



STATE OF NEW YORK )
                  ) ss.
COUNTY OF NEW YORK)

      The foregoing instrument was acknowledged before me this 30 day of April,
2007, by Edward P. Taibi, the Assistant Secretary of John H. Harland Company, a
Georgia corporation.


                                              /s/ Joshua Babbit
                                              ----------------------------
                                              Notary Public

My commission expires: August 7, 2010

Residing at: 23 Waverly Place #3N, New York, NY 10003


                                                                              23



                                   Schedule A

                           Description of the Premises

PARCEL NO 1:
LOT 3, SALT LAKE INTERNATIONAL CENTER NO. 7, ACCORDING TO THE OFFICIAL PLAT
THEREOF ON FILE AND OF RECORD IN THE SALT LAKE COUNTY RECORDER'S OFFICE.

PARCEL NO 2:
A PARCEL OF LAND, THE EASTERN 341.43 FEET OF LOT 2, PLAT 7, SALT LAKE
INTERNATIONAL CENTER, AN INDUSTRIAL SUBDIVISION LOCATED IN SECTION 36, TOWNSHIP
1 NORTH, RANGE 2 WEST, SALT LAKE BASE AND MERIDIAN; AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 2 AND RUNNING THENCE SOUTH
0(degree)02'00" EAST, 301.00 FEET; THENCE SOUTH 89(degree)58'00" WEST, 341.43
FEET; THENCE NORTH 0(degree)02'00" WEST 301.00 FEET; THENCE NORTH
89(degree)58'00" EAST, 341.43 FEET TO THE POINT OF BEGINNING.

PARCEL NO. 2A:
TOGETHER WITH A NON-EXCLUSIVE EASEMENT FOR ACCESS AS SET OUT IN THAT CERTAIN
WARRANTY DEED RECORDED JULY 15, 1983, AS ENTRY NO. 3818936, IN BOOK 5475 AT PAGE
867 OF OFFICIAL RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 2, SAID POINT BEING SOUTH
89(degree)58'00" WEST 341.43 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2, PLAT
7; AND No. 279874UT7

RUNNING THENCE SOUTH 0(degree)02'00" EAST, 130.00 FEET; THENCE SOUTH
89(degree)58'00" WEST, 15.00 FEET; THENCE NORTH 0(degree)02'00" WEST, 130.00
FEET; THENCE NORTH 89(degree)58'00" EAST, 15.00 FEET TO THE POINT OF BEGINNING.

Said property is also known by the street address of:
Parcel No. 1: 4867 West Harold Gatty Drive, Salt Lake City, UT 84116
Parcel No. 2: 4883 West Harold Gatty Drive, Salt Lake City, UT 84116

EX-5.1

                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                           1285 Avenue of the Americas
                          New York, New York 10019-6064
                                 (212) 373-3000

                                 June 13, 2007

Harland Clarke Holdings Corp.
And the entities listed on Schedule I
   attached hereto (the "Co-Issuers")
c/o Harland Clarke Holdings Corp.
2939 Miller Road
Decatur, Georgia 30035

                       Registration Statement on Form S-4

Ladies and Gentlemen:

          In connection with the Registration Statement on Form S-4, as amended
(the "Registration Statement") filed by Harland Clarke Holdings Corp., a
Delaware corporation (the "Company"), the Co-Issuers and the subsidiaries of the
Company named therein as guarantors (collectively, the "Guarantors") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933 (the
"Act"), and the rules and regulations thereunder (the "Rules"), you have asked
us to furnish our opinion as to the legality of the securities being registered
under the Registration Statement. The Registration Statement relates to the
registration under the Act of the $305,000,000 aggregate principal amount of
Senior Floating Rate Notes due 2015 (the "Exchange Floating Rate Notes") and the
$310,000,000 aggregate principal amount of 9.50% Senior Fixed Rate Notes due
2015 (the "Exchange Fixed Rate Notes," and together with the Exchange Floating
Rate Notes, the "Exchange Notes"), to be co-issued by the Company



Harland Clarke Holdings Corp.                                                  2


and the Co-Issuers and guaranteed by the Guarantors, and the guarantees of the
Exchange Notes by the Guarantors (the "Guarantees").

          The Exchange Floating Rate Notes, the Exchange Fixed Rate Notes and
the Guarantees are to be offered in exchange for the outstanding $305,000,000
aggregate principal amount of Senior Floating Rate Notes due 2015 (the "Initial
Floating Rate Notes"), the outstanding $310,000,000 aggregate principal amount
of 9.50% Senior Fixed Rate Notes due 2015 (the "Initial Fixed Rate Notes", and
together with the Initial Floating Rate Notes, the "Initial Notes") and the
guarantees of the Initial Notes by the Guarantors, respectively, issued and sold
on May 1, 2007 in an offering exempt from registration under the Act. The
Exchange Notes and the Guarantees will be issued by the Company, the Co-Issuers
and the Guarantors in accordance with the terms of the Indenture, dated as of
May 1, 2007 (the "Indenture"), among the Company, the Guarantors and Wells Fargo
Bank, N.A., as trustee.

          In connection with the furnishing of this opinion, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):

          (i) the Registration Statement;

          (ii) the Indenture, including as exhibits thereto the forms of
Exchange Note and Guarantee, included as Exhibit 4.1 to the Registration
Statement; and

          (iii) the Registration Rights Agreement, dated as of May 1, 2007 (the
"Registration Rights Agreement"), among the Company, the Guarantors and the
initial purchasers named therein, included as Exhibit 4.4 to the Registration
Statement.



Harland Clarke Holdings Corp.                                                  3


          In addition, we have examined: (i) such corporate records of the
Company and each Guarantor incorporated in the State of Delaware or New York
(each a "Covered Guarantor") that we have considered appropriate, including a
copy of the certificate of incorporation, as amended, and by-laws, as amended,
of the Company and each Covered Guarantor certified by such entity as in effect
on the date of this letter and copies of resolutions of the board of directors
of the Company and of the Covered Guarantors relating to the issuance of the
Exchange Notes and Guarantees, each certified by the relevant entity, and (ii)
such other certificates, agreements and documents that we deemed relevant and
necessary as a basis for the opinions and beliefs expressed below. We have also
relied upon oral and written statements of officers and representatives of the
Company and the Guarantors, the factual matters contained in the representations
and warranties of the Company and the Guarantors made in the Documents and upon
certificates of public officials and the officers of the Company and the
Guarantors.

          In our examination of the documents referred to above, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the documents
reviewed by us, the authenticity of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or
other documents, the authenticity of all the latter documents and that the
statements regarding matters of fact in the certificates, records, agreements,
instruments and documents that we have examined are accurate and complete. We
have also assumed, without independent investigation, (i) that the Exchange
Notes and



Harland Clarke Holdings Corp.                                                  4


Guarantees will be issued as described in the Registration Statement and (ii)
that the Exchange Notes and Guarantees will be in substantially the form
attached to the Indenture and that any information omitted from such form will
be properly added. With regards to certain matters of state law, we have relied,
with the Company's permission, upon the opinions of Schwabe, Williamson & Wyatt,
P.C., the Company's Oregon counsel, and Troutman Sanders LLP, the Company's
Georgia counsel, filed as Exhibits 5.2 and 5.3, respectively, to the
Registration Statement.

          Based upon the above, and subject to the stated assumptions,
exceptions and qualifications, we are of the opinion that:

          1. When duly issued, authenticated and delivered against the surrender
and cancellation of the Initial Notes as set forth in the Registration Statement
and in accordance with the terms of the Indenture and the Registration Rights
Agreement, the Exchange Notes will be valid and legally binding obligations of
the Company and each of the Co-Issuers, enforceable against the Company and each
of the Co-Issuers in accordance with their terms, except that the enforceability
of the Exchange Notes may be subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting
creditors' rights generally and subject to general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at law).

          2. When the Exchange Notes are duly issued, authenticated and
delivered against the surrender and cancellation of the Initial Notes as set
forth in the Registration Statement and in accordance with the terms of the
Indenture and the



Harland Clarke Holdings Corp.                                                  5


Registration Rights Agreement, the Guarantees will be valid and legally binding
obligations of each of the Guarantors, enforceable against each of the
Guarantors in accordance with their terms, except that enforceability of the
Guarantees may be subject to bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting creditors' rights
generally and subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).

          The opinions expressed above are limited to the laws of the State of
New York and the General Corporation Law of the State of Delaware. Our opinion
is rendered only with respect to the laws, and the rules, regulations and orders
under those laws, that are currently in effect.

          We hereby consent to use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" contained in the prospectus included in the Registration Statement. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required by the Act or the Rules.

                                               Very truly yours,


                                /s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
                                ------------------------------------------------
                                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP



Harland Clarke Holdings Corp.                                                  6


                         SCHEDULE I

                         CO-ISSUERS

             COMPANY                JURISDICTION
- ---------------------------------   ------------
         B(2)Direct, Inc.             Delaware
     Checks in the Mail, Inc.         Delaware
   Clarke American Checks, Inc.       Delaware
Harland Checks and Services, Inc.     Georgia
       Harland Clarke Corp.           Delaware
Harland Financial Solutions, Inc.      Oregon
      HFS Core Systems, Inc.          Delaware
       Scantron Corporation           Delaware

EX-5.2

June 13, 2007

Harland Financial Solutions, Inc.
c/o Harland Clarke Holdings Corp.
2939 Miller Road
Decatur, GA 30035

Ladies and Gentlemen:

We have acted as special Oregon counsel to Harland Financial Solutions, Inc., an Oregon corporation (the ‘‘Company’’) for purposes of delivering this opinion in connection with the filing on June 13, 2007 of the Registration Statement on Form S-4 (the ‘‘Registration Statement’’) with the Securities and Exchange Commission (the ‘‘SEC’’) pursuant to the Securities Act of 1933 and the rules and regulations thereunder, relating to the registration of $305,000,000 aggregat e principal amount of Senior Floating Rate Notes due 2015 and $310,000,000 aggregate principal amount of 9.50% Senior Fixed Rate Notes due 2015 (collectively, the ‘‘Exchange Notes’’) for which the Company is a co-issuer and guarantor. This opinion is being furnished at the request of the Company in connection with the Registration Statement.

For purposes of rendering this opinion, we have examined and reviewed copies certified to us as being execution copies of the following documents:

	(a)	the Registration Statement;

	(b)	the Indenture dated as of May 1, 2007 among Harland Clarke Holdings Corp. (formerly Clarke American Corp.) (‘‘Harland Clarke’’), the domestic subsidiaries of Harland Clarke (the ‘‘Guarantors’’), and Wells Fargo Bank, N.A., as Trustee, (the ‘‘Indenture’’);

	(c)	the Registration Rights Agreement, dated as of May 1, 2007 (the ‘‘Registration Rights Agreement’’), among Harland Clarke, the Guarantors, and the initial purchasers; and

	(d)	the forms of Exchange Notes attached as exhibits to the Indenture (including the guarantees endorsed thereon).

For purposes of this letter, items (a) through (d) above are collectively referred to as the ‘‘Documents.’’ In addition, we examined the originals, or copies certified to our satisfaction, of such corporate records of the Company, certificates of public officials and of officers of the Company, and agreements, instruments and other documents, as we deemed necessary for providing the opinions expressed below.

Portland, OR 503-222-9981 | Salem, OR 503-399-7712 | Bend, OR 541-749-4044
Seattle, WA 206-622-1711 | Vancouver, WA 360-694-7551 | Washington, DC 202-488-4302

June 13 2007
Page 2

ASSUMPTIONS AND SCOPE OF INVESTIGATION

In rendering this opinion, we assume without inquiry or investigation: (i) the authenticity and completeness of all documents submitted to us as originals; (ii) the legal competence and capacity of all natural persons who are signatories to the Documents; (iii) the conformity to original documents of all documents submitted to us as copies; (iv) that all signatures on all documents submitted to us are genuine; (v) the truthfulness, accuracy and completeness of all warranties and representations of the Company set forth in the Documents; (vi) the Documents are necessary or convenient to carry out the business and affairs of the Company; (vii) the Documents are for the Company’s own benefit and will promote or protect its own rights or property interest and will accomplish some legitimate object of financial benefit to it; (viii) that all statutes, judicial and administrative decisions, and rules and regulations of gov ernmental agencies, constituting the laws of the State of Oregon are generally available (i.e., in terms of access and distribution following publication or other release) to lawyers practicing in Oregon, and are in a format that makes legal research reasonably feasible; (ix) that the constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision in the State of Oregon has specifically addressed and has established its unconstitutionality or invalidity; (x) each of the parties to the Documents, in taking any action under the Documents in respect to the Company, will comply with any standard of conduct generally applicable to it (including, without limitation, any requirement that such party act reasonably, in good faith, in a commercially reasonable manner, or otherwise in compliance with applicable law); (xi) that the signatures purportedly made on the Registration Statement, Indenture and Registration Rights Agreement on behalf of the Compa ny were, in fact, made by John E. O’Malley with respect to the Registration Statement, and Edward P. Taibi with respect to the Indenture and Registration Rights Agreement; and (xii) that the Indenture and Registration Rights Agreement were each delivered with intent to bind the Company and any conditions precedent to the delivery of the Indenture and Registration Rights Agreement have been satisfied.

As to questions of fact material to such opinions, we have, without independent inquiry or investigation, relied upon a certificate of existence from the Secretary of State of the State of Oregon dated June 11, 2007 (the ‘‘State Certificate’’) and an Officer’s Certificate signed by the Vice President and Assistant Secretary of the Company and dated the date of this opinion (the ‘‘Officer’s Certificate’’). With respect to the State Certificate, we disclaim any responsibility for any changes that may have occurred with respect to the status of the Company from and after the date of the State Certificate. We also assume, without independent inquiry or investigation that the State Certificate and the public record upon which it is based are accurate and complete. We assume that the knowledge and awareness of the individual delivering the Officer’s Certificate are full and complete as to all matters addressed in the Officer’s Certificate.

Based upon the foregoing and subject to the qualifications, disclaimers, assumptions and limitations set forth herein, we are of the following opinion:

1. Based solely on our review of the State Certificate, the Company is a corporation duly incorporated and validly existing under the laws of the State of Oregon.

2. The Company has all requisite corporate power to execute and deliver (or file, with respect to the Registration Statement) the Documents and to perform its obligations thereunder.

June 13 2007
Page 3

3. The Documents have each been duly authorized by the Company and, to the extent the laws of the State of Oregon are applicable thereto, the Indenture and Registration Rights Agreement have each been duly executed and delivered by the Company, the Registration Statement has been duly executed by the Company, and the filing of the Registration Statement with the SEC has been duly authorized by the Company.

4. The Documents and the consummation of the transactions contemplated thereby do not violate the articles of incorporation or bylaws of the Company or any applicable laws of the State of Oregon. (We express no opinion with respect to federal or state securities laws or other bodies of law excluded from this opinion.)

DISCLAIMERS

The opinions expressed herein are subject to and qualified by the following disclaimers:

1.    Regardless of the states in which members of this firm are licensed to practice, the opinions set forth herein are limited to matters governed by the laws of the State of Oregon (the ‘‘State’’) and no opinion is expressed herein as to the laws of any other jurisdiction, including the federal laws of the United States. We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer admitted to practice law in the State exercising customary professional diligence would reasonably recognize as being directly applicable to the Company or the transactions contemplated in the Documents. Without limiting the generality of the foregoing, we express no opinion concerning the following legal issues or the application of any such laws or regulations to the matters on which our opinions are referenced:

(i) federal and State securities laws and regulations;

(ii) Federal Reserve Board margin regulations;

(iii) pension and employee benefit laws and regulations;

(iv) federal and State antitrust and unfair competition laws and regulations;

(v) federal and State laws and regulations concerning document filing requirements and other filing requirements;

(vi) compliance with fiduciary duty requirements;

(vii) the statutes, administrative decisions, and rules and regulations of county, municipal and special political subdivisions, whether State-level, regional or otherwise;

(viii) federal and State laws and regulations concerning the condition of title to any property or the creation or priority of a lien or security interest in real or personal property;

(ix) fraudulent transfer and fraudulent conveyance laws;

(x) federal and State environmental laws and regulations;

(xi) federal and State tax laws and regulations;

(xii) federal and State land use and subdivision laws and regulations; or

June 13 2007
Page 4

(xiii) federal and State regulatory laws or regulations specifically applicable to any entity solely because of the business in which it is engaged.

2.    This opinion letter is provided to you as a legal opinion only and not as a guarantee of the matters discussed herein. Our opinion is limited to the matters expressly stated herein, and no other opinions may be implied or inferred.

3.    Nothing contained in this opinion letter will be deemed to constitute a waiver of the attorney-client privilege between this firm and the Company.

4.    We express no opinion as to any matter relating to: (a) the adequacy or existence of the consideration for the obligations under the Documents; (b) the accuracy or completeness of any financial, accounting, or statistical information furnished to any party by the Company; (c) the financial status of the Company; (d) the ability of the Company to meet its obligations under the Documents; or (e)    the accuracy or completeness of any representations made by the Company.

5.    This statement is included in accordance with IRS regulations: Any U.S. federal tax advice expressed in this opinion is limited to the federal tax issues expressly addressed in it. Additional issues may exist that could affect federal tax treatment of the transaction or matter that is the subject of this opinion, and this opinion does not consider or provide conclusions with respect to such issues. With respect to any significant federal tax issues outside the limited scope of this opinion, nothing in this opinion can be used by any person for the purpose of avoiding penalties that may be imposed on that person.

MISCELLANEOUS

The opinions set forth herein are being rendered to you solely in connection with the transactions contemplated by the Documents and may not be relied upon for any other purpose or furnished or referred to, or relied upon by any other person or entity for any reason (except that your counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP may rely on the opinions set forth herein in connection with the issuance of its opinion letter in connection with the transactions contemplated by the Documents) without our prior written consent. This opinion is rendered as of the date set forth above, and we disclaim any obligation to advise you of any changes in the circumstances, laws or events that may occur after this date or otherwise to update this opinion.

We consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading ‘‘Legal Matters’’ contained in the prospectus included in the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under the Securities Act of 1933 or the rules and regulations thereunder.

Respectfully submitted,

/s/ Schwabe, Williamson & Wyatt, P.C.

Schwabe, Williamson & Wyatt, P.C.

EX-5.3

BANK OF AMERICA PLAZA 600 PEACHTREE STREET, N.E. - SUITE 5200 ATLANTA, GEORGIA 30308-2216      TELEPHONE: 404-885-3000      FACSIMILE: 404-885-3900			401 9TH STREET, N.W. - SUITE 1000 WASHINGTON, D.C. 20004-2134     TELEPHONE: 202-274-2950     FACSIMILE: 202-274-2994			SUITE 3403 TWO EXCHANGE SQUARE 8 CONNAUGHT PLACE CENTRAL, HONG KONG      TELEPHONE:    852-2533-7888      FACSIMILE:    852-2533-7898

June 13, 2007

Harland Clarke Holdings Corp.
2939 Miller Road
Decatur, Georgia 30035

Re:    Note Exchange

Ladies and Gentlemen:

We have acted as special Georgia counsel to Harland Clarke Holdings Corp., a Delaware corporation formerly known as Clarke American Corp. (‘‘Holdings’’), and to the following subsidiaries of Holdings: Centralia Holding Corp., a Georgia corporation (‘‘Centralia’’), Harland Checks and Services, Inc., a Georgia corporation (‘‘Checks and Services’’), and John H. Harland Company of Puerto Rico, a Georgia corporation (‘‘Puerto Rico&rs quo;’ and, together with Centralia and Checks and Services, each a ‘‘Company’’ and collectively, the ‘‘Companies’’), in connection with the filing on June 13, 2007 of the Registration Statement on Form S-4 (the ‘‘Registration Statement’’) with the Securities and Exchange Commission (the ‘‘SEC’’) pursuant to the Securities Act of 1933, as amended (the ‘‘Securities Act’’) and the rules and regulations thereunder, relating to the registration of (i) $305,000,000 in aggregate principal amount of Senior Floating Rate Notes due 2015, and $310,000,000 in aggregate principal amount of 9.50% Senior Fixed Rate Notes due 2015 (collectively, the ‘‘Exchange Notes’’) of Holdings and certain of its subsidiaries (including Checks and Services) and (ii) the guarantees of the Exchange Notes by the Companies and certain other subsidiaries of Holdings (the ‘‘Guarantees’’). This opinion is being furnished at the request of Holdings in connection with the Registration Statement. Capitalized terms used and not otherwise defined in this letter have the respective meanin gs given those terms in the Registration Statement.

For purposes of rendering this opinion, we have examined and reviewed execution copies of the following documents:

(a)	the Registration Statement;

(b)	the Indenture dated as of May 1, 2007 by and among Holdings, the Companies and certain other subsidiaries of Holdings, and Wells Fargo Bank, N.A., as Trustee (the ‘‘Indenture’’);

(c)	the Registration Rights Agreement dated as of May 1, 2007 by and among Holdings, the Companies and certain other subsidiaries of Holdings, and Credit Suisse Securities (USA) LLC, Bear Stearns & Co. Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (the ‘‘Registration Rights Agreement’’); and

June 13, 2007
Page 2

(d)	the forms of Exchange Notes attached as exhibits to the Indenture (including the Guarantees endorsed thereon);

(e)	the Articles of Incorporation of Centralia certified by the Secretary of State of Georgia on June 5, 2007;

(f)	the Bylaws of Centralia;

(g)	the Amended and Restated Articles of Incorporation of Checks and Services certified by the Secretary of State of Georgia on June 5, 2007;

(h)	the Bylaws of Checks and Services Inc. dated May 1, 2007;

(i)	the Articles of Incorporation of Puerto Rico certified by the Secretary of State of Georgia on June 5, 2007;

(j)	the Bylaws of Puerto Rico;

(k)	The Unanimous Written Consent of the Board of Directors of each of the Companies, each dated May 1, 2007, and the Unanimous Written Consent of the Board of Directors of Checks and Services dated June 11, 2007 (collectively, the ‘‘Resolutions’’); and

(l)	Certificates of existence for each of the Companies issued by the Secretary of State of Georgia, dated as of a recent date (the ‘‘Certificates of Existence’’).

For purposes of this letter, (i) the documents listed as items (a) through (d) above are collectively referred to as the ‘‘Opinion Documents’’; and (ii) the documents listed as items (e) through (j) above are collectively referred to as the ‘‘Constituent Documents’’.

The opinions set forth herein are limited to matters governed by the laws of the State of Georgia (the ‘‘State’’) and no opinion is expressed herein as to the laws of any other jurisdiction, including the federal laws of the United States. We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer admitted to practice law in the State exercising customary professional diligence would reasonably recognize as being directly applicable to Holdings or the Companies or the transactions contemplated in the Opinion Documents. Without limiting the generality of the foregoing, we express no opinion concerning the following legal issues or the application of any such laws or regulations to the matters on which our opinions are referenced:

(i)	federal and State securities laws and regulations;

(ii)	Federal Reserve Board margin regulations;

(iii)	pension and employee benefit laws and regulations;

(iv)	federal and State antitrust and unfair competition laws and regulations;

(v)	federal and State laws and regulations concerning document filing requirements and other filing requirements;

June 13, 2007
Page 3

(vi)	compliance with fiduciary duty requirements;

(vii)	statutes, administrative decisions, and rules and regulations of county, municipal and special political subdivisions, whether State-level, regional or otherwise;

(viii)	federal and State laws and regulations concerning the condition of title to any property or the priority of a lien or security interest in real or personal property;

(ix)	fraudulent transfer laws;

(x)	federal and State environmental laws and regulations;

(xi)	federal and State tax laws and regulations;

(xii)	federal and State land use and subdivision laws and regulations;

(xiii)	laws relating to interest and usury; or

(xiv)	federal and State regulatory laws or regulations specifically applicable to any entity solely because of the business in which it is engaged.

We have represented the Companies as special Georgia counsel solely in connection with this Opinion Letter and in connection with the transactions contemplated by the Opinion Documents. We have not otherwise represented the Companies in connection with the Opinion Documents or in connection with any other matter in which they seek legal advice or representation, and we are not privy to any of the details pertaining to the operations and business affairs of the Companies. Accordingly, as to the factual matters forming the basis of our opinions, we have relied upon (1) a Secretary’s Certificate of the Secretary of each Company as to certain matters, (2) certificates of officers of each of the Companies as to certain matters, and (3) the Constituent Documents, the Resolutions and the Certificates of Existence. We have not undertaken any independent review or investigation at this time to determine the existence or absence of such facts, and no inference as to our knowledge of such facts should be drawn from the fact of our representation as counsel to the Companies.

Based upon and subject to the foregoing and to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that:

1. Based solely on our review of the Certificates of Existence, each of the Companies is a corporation validly existing under the laws of the State.

2. Each of the Companies has all requisite corporate to execute and deliver the Opinion Documents to which it is a party and to perform its obligations thereunder.

3. The Opinion Documents have each been duly authorized by the Companies party thereto and, to the extent the laws of the State are applicable thereto, the Indenture and Registration Rights Agreement have each been duly executed and delivered by the Companies party thereto, and the Registration Statement has been duly executed by the Companies party thereto and the filing of the Registration Statement with the SEC has been duly authorized by the Companies.

June 13, 2007
Page 4

4. The execution, delivery and performance of the Opinion Documents by the Companies party thereto do not violate the articles of incorporation or bylaws of the Companies or any applicable laws of the State. (We express no opinion with respect to federal or State securities laws or other bodies of law excluded from this opinion.)

The opinions expressed in this letter are subject to the following assumptions:

(a) We have assumed the legal capacity of each individual signing one or more of the Opinion Documents or other documentation upon which our opinions have been based.

(b) We have assumed that each document submitted to us as an original is authentic, all signatures on the Opinion Documents are authentic and genuine, each document submitted to us as a certified, conformed or photostatic copy conforms to the authentic original document and the Opinion Documents that are executed and delivered are identical to the respective execution copies thereof submitted to us for our review.

(c) We have assumed that any certificate, opinion from another attorney, representation or other document upon which we have relied and that was given or dated earlier than the date of this letter continues to remain accurate, insofar as relevant to the opinions contained herein, from such earlier date through and including the date hereof.

The opinions set forth herein are being rendered to you solely in connection with the transactions contemplated by the Opinion Documents and may not be relied upon for any other purpose or furnished or referred to, or relied upon by any other person or entity for any reason (except that your counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP may rely on the opinions set forth herein in connection with the issuance of its opinion letter in connection with the transactions contemplated by the Opinion Documents) without our prior written consent. The opinions expressed this letter are rendered as of the date hereof and we express no opinion as to circumstances or events or change in applicable law that may occur subsequent to such date.

We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading ‘‘Legal Matters’’ contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

Troutman Sanders LLP               
/s/ Troutman Sanders LLP

EX-8.1

                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                           1285 Avenue of the Americas
                          New York, New York 10019-6064
                                 (212) 373-3000



                                 June 13, 2007


Harland Clarke Holdings Corp.
2939 Miller Road
Decatur, GA 30035

Ladies and Gentlemen:

                  We have acted as United States federal income tax counsel for
Harland Clarke Holdings Corp. (the "Company") in connection with the offer to
exchange (the "Exchange Offer") $305,000,000 aggregate principal amount of
Senior Floating Rate Notes due 2015 and $310,000,000 aggregate principal amount
of 9.50% Senior Fixed Rate Notes due 2015 (collectively, the "Exchange Notes")
and the guarantees of the Exchange Notes (the "Exchange Guarantees"), for the
same aggregate principal amounts of substantially identical Senior Floating Rate
Notes due 2015 and 9.50% Senior Fixed Rate Notes due 2015 (collectively, the
"Initial Notes") and the guarantees of the Initial Notes (the "Initial
Guarantees"), respectively. The Initial Notes and the Initial Guarantees were
issued pursuant to the Offering Memorandum dated as of April 26, 2007 in an
offering that was exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act").

                  We have been requested to render our opinion as to certain tax
matters in connection with the Registration Statement on Form S-4 (the
"Registration Statement"), relating to the registration by the Company and the
other co-issuers (the "Co-Issuers") listed in the Registration Statement of the
Exchange Notes and by the guarantors (the "Guarantors") listed in the
Registration Statement of the Exchange Guarantees to be offered in the Exchange
Offer, filed by the Company, the Co-Issuers and the Guarantors with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act and the rules and regulations of the Commission promulgated thereunder (the
"Rules"). Capitalized terms used but not defined herein have the respective
meanings ascribed to them in the Registration Statement.

                  In rendering our opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
agreements and other documents as we have deemed relevant and necessary and we
have made such investigations of law as we have deemed appropriate as a basis
for the opinion expressed below. In our examination, we have assumed, without
independent verification, (i) the authenticity of original documents, (ii) the
accuracy of copies and the genuineness of signatures, (iii) that the





execution and delivery by the Company of each document to which it is a party
and the performance by such party of its obligations thereunder have been
authorized by all necessary measures and do not violate or result in a breach of
or default under such party's certificate or instrument of formation and by-laws
or the laws of such party's jurisdiction of organization, (iv) that each such
agreement represents the entire agreement between the parties with respect to
the subject matter thereof, (v) the parties to each agreement have complied, and
will comply, with all of their respective covenants, agreements and undertakings
contained therein and (vi) the transactions provided for by each agreement were
and will be carried out in accordance with their terms.

                  The opinion set forth below is limited to the Internal Revenue
Code of 1986, as amended, administrative rulings, judicial decisions, treasury
regulations and other applicable authorities, all as in effect on the date
hereof. The statutory provisions, regulations, and interpretations upon which
our opinion is based are subject to change, and such changes could apply
retroactively. Any such change could affect the continuing validity of the
opinion set forth below.

                  The opinion set forth herein has no binding effect on the
United States Internal Revenue Service or the courts of the United States. No
assurance can be given that, if the matter were contested, a court would agree
with the opinion set forth herein.

                  Based upon and subject to the foregoing, and subject to the
qualifications set forth herein, we are of the opinion that the statements set
forth under the caption "Certain United States Federal Tax Considerations" in
the Registration Statement are an accurate general description of the United
States federal income tax consequences described therein. Such statements do
not, however, purport to discuss all United States federal income tax
consequences and are limited to those United States federal income tax
consequences specifically discussed therein and subject to the qualifications
set forth therein.

                  In giving the foregoing opinion, we express no opinion other
than as to the federal income tax laws of the United States of America.
Furthermore, in rendering our opinion, we have made no independent investigation
of the facts referred to herein and have relied for the purpose of rendering
this opinion exclusively on those facts that have been provided to us by you and
your agents, which we assume have been, and will continue to be, true.

                  We are furnishing this letter in our capacity as United States
federal income tax counsel to the Company. This letter is not to be used,
circulated, quoted or otherwise referred to for any other purpose, except as set
forth below. We assume no responsibility to advise you of any subsequent changes
in existing laws or facts, nor do we assume any responsibility to update this
opinion.

                  We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement. The issuance of such consent does not concede
that we are an "expert" for purposes of the Securities Act or the Rules.






                                Very truly yours,

                                /s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP

                                PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

EX-12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES                          12.1
CLARKE AMERICAN CORP.




                                                                                        PREDECESSOR   PREDECESSOR     PREDECESSOR
                                                SUCCESSOR     SUCCESSOR     SUCCESSOR   (HONEYWELL)     (NOVAR)         (NOVAR)
                                              --------------------------------------------------------------------------------------
                                                                          PERIOD FROM   PERIOD FROM
                                              QUARTER ENDED  YEAR ENDED  DECEMBER 15 TO  APRIL 1 TO   THREE MONTHS     YEAR ENDED
                                                 MARCH 31,  DECEMBER 31,       31,      DECEMBER 14, ENDED MARCH 31,  DECEMBER 31,
                                              --------------------------------------------------------------------------------------
                                                 2007          2006          2005           2005           2005     2004  2003  2002

COMPUTATION OF EARNINGS:
  INCOME (LOSS) BEFORE TAXES                       5.1        27.0         (2.1)            51.1           18.5     87.9  75.6  83.9
  FIXED CHARGES                                   16.2        63.3          2.9              5.3            6.4     22.0  30.3  16.1
  AMORTIZATION OF CAPITALIZED INTEREST               -           -            -                -              -        -     -     -
  CAPITALIZED INTEREST                            (0.1)       (1.0)           -                -              -        -     -     -
                                              --------------------------------------------------------------------------------------
                                    EARNINGS      21.2        89.3          0.8             56.4           24.9    109.9 105.9 100.0
                                              ======================================================================================


COMPUTATION OF FIXED CHARGES:
  INTEREST EXPENSE                                15.2        60.0          2.8              3.5            5.7     19.4  27.2  13.5
  CAPITALIZED INTEREST                             0.1         1.0            -                -              -        -     -     -
  INTEREST PORTION OF OPERATING LEASE EXPENSE      0.9         2.3          0.1              1.8            0.7      2.6   3.1   2.6
                                              --------------------------------------------------------------------------------------
                                FIXED CHARGES     16.2        63.3          2.9              5.3            6.4     22.0  30.3  16.1
                                              ======================================================================================

RATIO OF EARNINGS TO FIXED CHARGES                 1.3         1.4          0.3 (1)         10.6            3.9      5.0   3.5   6.2
                                              ======================================================================================


(1) Due to the Company's loss in the period shown, the ratio coverage was less
than 1:1. In order to achieve a ratio of 1:1, the Company would have to had
generated additional pre-tax income of $2.1 million in the period from December
15 to December 31, 2005.








                                  Page 1 of 1

EX-21.1

Exhibit  21.1

THE REGISTRANT AND ITS SUBSIDIARIES

The following is a list of the registrant and its subsidiaries as of May 31, 2007.

NAME

WHERE INCORPORATED

Harland Clarke Holdings Corp.

Delaware

│

└─Harland Clarke Corp.

Delaware

│

├─Harland Mexico, SA de CV

Mexico

│

├─Checks in the Mail, Inc.

Delaware

│

├─Harland Checks and Services, Inc.

Georgia

│

│

│

├─Centralia Holding Corp.

Georgia

│

│

│

└─John H. Harland Company of Puerto Rico

Georgia

│

├─Clarke American Checks, Inc.

Delaware

│

├─B²Direct, Inc.

Delaware

│

└─HFS Scantron Holdings Corp.

New York

│

├─Harland Financial Solutions, Inc.

Oregon

│

│

│

└HFS Core Systems, Inc.

Delaware

│

└─Scantron Corporation

Delaware

│

└Scantron Canada, Ltd.

Canada

EX-23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption ‘‘Experts’’ and to the use of our report on the financial statements of Clarke American Corp. dated February 22, 2007 (except the last paragraph of Note 14, as to which the date is June 12, 2007), in the Registration Statement (Form S-4) and related Prospectus of Harland Clarke Holdings Corp. dated June 13, 2007.

/s/ Ernst & Young LLP

Ernst & Young LLP

San Antonio, Texas
June 12, 2007

EX-23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of Harland Clarke Holdings Corp. of our report dated November 22, 2005, except to Note 19 which is as of April 12, 2006 and Note 14 which is as of June 12, 2007, relating to the financial statements and financial statement schedules of Clarke American Corp.’s predecessor Novar USA Inc. (‘‘Novar’’), 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
Philadelphia, Pennsylvania
June 12, 2007

EX-23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement of Harland Clarke Holdings Corp. on Form S-4 of our report on the financial statements and financial statement schedule of John H. Harland Company (the ‘‘Company’’) dated February 27, 2007 (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the Company’s adoption of Statement of Financial Accounting Standards No. 123(R), Share Based Payment, on January 1, 2006 and Statement of Financial Accounting Standards No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans-An amendment of FASB Statements No. 87, 88, 106, and 132R, on December 31, 2006), and our report relating to management’s report on the effectiveness of internal control over financial reporting dated February 27, 2007, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading ‘‘Experts’’ in such Prospectus.

/s/DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 12, 2007

EX-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                           (I.R.S. Employer
organization if not a U.S. national                         Identification No.)
bank)

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, 17TH FLOOR
                          MINNEAPOLIS, MINNESOTA 55479
                                 (612) 667-4608
            (Name, address and telephone number of agent for service)

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

                        HARLAND CLARKE HOLDINGS CORP.(1)
               (Exact name of obligor as specified in its charter)

DELAWARE                                                     84-1696500
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                2939 MILLER ROAD
                                DECATUR, GA 30035
                    (Address of principal executive offices)

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

                       SENIOR FLOATING RATE NOTES DUE 2015
                     9.50% SENIOR FIXED RATE NOTES DUE 2015
                       (Title of the indenture securities)

================================================================================

(1) See Table 1 - List of additional obligors





                                     Table 1



- -------------------------------------------------------- ----------------------------------------------------
Exact Name of Additional Registrant as Specified in its

Charter/Constituent Documents*                          Jurisdiction of Incorporation         Federal EIN
- -------------------------------------------------------------------------------------------------------------

B(2)Direct, Inc.                                                      Delaware                 74-2977833
- -------------------------------------------------------------------------------------------------------------
Centralia Holding Corp.                                               Georgia                  58-1980290
- -------------------------------------------------------------------------------------------------------------
Checks in the Mail, Inc.                                              Delaware                 51-0348071
- -------------------------------------------------------------------------------------------------------------
Clarke American Checks, Inc.                                          Delaware                 74-2619107
- -------------------------------------------------------------------------------------------------------------
Harland Checks and Services, Inc.                                     Georgia                  58-2191143
- -------------------------------------------------------------------------------------------------------------
Harland Clarke Corp.                                                  Delaware                 58-0278260
- -------------------------------------------------------------------------------------------------------------
Harland Financial Solutions, Inc.                                      Oregon                  93-0704365
- -------------------------------------------------------------------------------------------------------------
HFS Core Systems, Inc.                                                Delaware                 94-2746681
- -------------------------------------------------------------------------------------------------------------
HFS Scantron Holdings Corp.                                           New York                 26-0223054
- -------------------------------------------------------------------------------------------------------------
John H. Harland Company of Puerto Rico                                Georgia                  58-1143611
- -------------------------------------------------------------------------------------------------------------
Scantron Corporation                                                  Delaware                 95-2767912
- -------------------------------------------------------------------------------------------------------------


*    The address for each of the additional registrants is c/o Harland Clarke
     Holdings Corp., 2939 Miller Road, Decatur, GA 30035









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 4th day of June 2007.






                                    WELLS FARGO BANK, NATIONAL ASSOCIATION


                                    /s/ Joseph P. O'Donnell
                                    ---------------------------
                                    Joseph P. O'Donnell
                                    Vice President










                                    EXHIBIT 6




June 4, 2007


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 March 31, 2007, filed in accordance with 12 U.S.C. ss.161 for National Banks.

                                                                                              Dollar Amounts
                                                                                               In Millions
                                                                                              --------------

ASSETS
Cash and balances due from depository institutions:
         Noninterest-bearing balances and currency and coin                                     $ 12,467
         Interest-bearing balances                                                                 1,280
Securities:
         Held-to-maturity securities                                                                   0
         Available-for-sale securities                                                            40,238
Federal funds sold and securities purchased under agreements to resell:
         Federal funds sold in domestic offices                                                    6,195
         Securities purchased under agreements to resell                                           1,187
Loans and lease financing receivables:
         Loans and leases held for sale                                                           33,093
         Loans and leases, net of unearned income                                251,321
         LESS: Allowance for loan and lease losses                                 2,151
         Loans and leases, net of unearned income and allowance                                  249,170
Trading Assets                                                                                     3,665
Premises and fixed assets (including capitalized leases)                                           4,173
Other real estate owned                                                                              657
Investments in unconsolidated subsidiaries and associated companies                                  392
Intangible assets
         Goodwill                                                                                  8,994
         Other intangible assets                                                                  18,668
Other assets                                                                                      16,668
                                                                                                --------
Total assets                                                                                    $396,847
                                                                                                ========

LIABILITIES
Deposits:
         In domestic offices                                                                    $269,773
                  Noninterest-bearing                                              75,101
                  Interest-bearing                                                194,672
         In foreign offices, Edge and Agreement subsidiaries, and IBFs                            43,580
                  Noninterest-bearing                                                   6
                  Interest-bearing                                                 43,574
Federal funds purchased and securities sold under agreements to repurchase:
         Federal funds purchased in domestic offices                                               3,911
         Securities sold under agreements to repurchase                                            6,114








                                                                                              Dollar Amounts
                                                                                               In Millions
                                                                                              --------------

Trading liabilities                                                                                2,328
Other borrowed money
         (includes mortgage indebtedness and obligations under capitalized leases)                 6,914
Subordinated notes and debentures                                                                 10,148
Other liabilities                                                                                 14,055
                                                                                                --------
Total liabilities                                                                               $356,823

Minority interest in consolidated subsidiaries                                                        58

EQUITY CAPITAL
Perpetual preferred stock and related
surplus                                                                                                0
Common stock                                                                                         520
Surplus (exclude all surplus related to preferred stock)                                          24,751
Retained earnings                                                                                 14,239
Accumulated other comprehensive income                                                               456
Other equity capital components                                                                        0
                                                                                                --------
Total equity capital                                                                              39,966
                                                                                                --------
Total liabilities, minority interest, and equity capital                                        $396,847
                                                                                                ========



I, Karen B. Nelson, 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. Nelson
                                                                  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.


Michael Loughlin
John Stumpf                                 Directors
Carrie Tolstedt

EX-99.1

LETTER OF TRANSMITTAL

To Tender for Exchange
$305,000,000 aggregate principal amount
Senior Floating Rate Notes due 2015
(CUSIP Numbers 181592AD8/U17935AB0)
$310,000,000 aggregate principal amount
9.50% Senior Fixed Rate Notes due 2015
(CUSIP Numbers 181592AF3/U17935AC8)

Harland Clarke Holdings Corp.

(f/k/a Clarke American Corp.)

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME,
ON                     , UNLESS EXTENDED (THE ‘‘EXPIRATION DATE’’).
TENDERS OF INITIAL NOTES MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Delivery to:    Wells Fargo Bank, N.A., Exchange Agent

By Registered and Certified Mail Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480			By Overnight Courier or Regular Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 6th & Marquette Avenue Minneapolis, MN 55479			By Hand Delivery Wells Fargo Bank, N.A. Corporate Trust Services 608 2nd Avenue South Northstar East Building—12th Floor Minneapolis, MN 55402
			Attn: Reorganization Group
			Or By Facsimile Transmission: (612) 667-6282
			Telephone: (800) 344-5128

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX BELOW.

The undersigned acknowledges that he or she has received and reviewed the prospectus, dated                      (the ‘‘Prospectus’’), of Harland Clarke Holdings Corp., a Delaware corporation formerly known as Clarke American Corp. (the ‘‘Company’’), and certain of its subsidiaries and this Letter of Transmittal (the ‘‘Letter’’), which together constitute the offer (the ‘‘Exchange Offer’’) to exchange $305,000,000 in aggregate principal amount of Senior Floating Rate Notes due 2015 (CUSIP Number 181592AE6) (the ‘‘Exchange Floating Rate Notes’’) and $310,000,000 of 9.50% Senior Fixed Rate Notes due 2015 (CUSIP Number 181592AG1) (the ‘‘Exchange Fixed Rate Notes,’’ and together with the Exchange Floating Rate Notes, the &lsqu o;‘Exchange Notes’’), for a like aggregate principal amount of outstanding Senior Floating Rate Notes due 2015 (CUSIP Numbers 181592AD8/U17935AB0) (the ‘‘Initial Floating Rate Notes’’) and outstanding 9.50% Senior Fixed Rate Notes due 2015 (CUSIP Numbers 181592AF3/U17935AC8) (the ‘‘Initial Fixed Rate Notes,’’ and together with the Initial Floating Rate Notes, the ‘‘Initial Notes’’) that were issued and sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the ‘‘Securities Act’’).

For each Initial Floating Rate Note accepted for exchange, the holder of such Initial Floating Rate Note will receive an Exchange Floating Rate Note having an aggregate principal amount equal to that of the surrendered Initial Floating Rate Note. For each Initial Fixed Rate Note accepted for exchange, the holder of such Initial Fixed Rate Note will receive an Exchange Fixed Rate Note having an aggregate principal amount equal to that of the surrendered Initial Fixed Rate Note.

This Letter is to be completed by a holder of Initial Notes either if certificates are to be forwarded herewith or if a tender of certificates for Initial Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the ‘‘Book-Entry Transfer Facility’’) pursuant to the procedures set forth in ‘‘The Exchange Offer—Procedures for Tendering Initial Notes—Book-Entry Delivery Procedure’’ section of the Prospectus and an Agent’s Message (as defined herein) is not delivered. Delivery of this Letter and any other required documents should be made to the Exchange Agent. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

Holders of Initial Notes whose certificates are not immediately available, or who are unable to deliver their certificates (or cannot obtain a confirmation of the book-entry tender of their Initial Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a ‘‘Book-Entry Confirmation’’) on a timely basis) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Initial Notes according to the guaranteed delivery procedures set forth in ‘‘The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure’’ section of the Prospectus. See Instruction 1.

The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to exchange their Initial Notes must complete this Letter in its entirety.

The instructions included with this Letter must be followed. Questions and requests for assistance or for additional copies of the Prospectus and this Letter may be directed to the Exchange Agent.

List below the Initial Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Initial Notes should be listed on a separate signed schedule affixed to this Letter.

DESCRIPTION OF INITIAL NOTES (See Instruction 2)

Name(s) and Address(es) of Registered Holder(s) Exactly as Name(s) appear(s) on Initial Notes (Please fill in, if blank)

Certificate Number(s)*

Aggregate Principal Amount Represented by Certificate

Principal Amount Tendered (if less than all)**

Total

* Need not be completed if Initial Notes are being tendered by book-entry transfer.

** Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal amount represented by such Initial Notes. See Instruction 2. Initial Notes tendered hereby must be in integral multiples of $1,000. See Instruction 1.

	CHECK HERE IF TENDERED INITIAL 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:   ____________________

By crediting Initial Notes to the Exchange Agent’s Account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s Automated Tender Offer Program (‘‘ATOP’’) and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting an Agent’s Message to the Exchange Agent in which the holder of Initial Notes acknowledges and agrees to be bound by the terms of this Letter, the participant in ATOP confirms on behalf of itself and the beneficial owners of such Initial Notes all provisions of this Letter applicable to it and such beneficial owners as if it had completed the information required herein and executed and transmitted this Letter to the Exchange Agent.

2

	CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):   ________________________________________________

Window Ticket Number (if any):   ________________________________________________

Date of Execution of Notice of Guaranteed Delivery:   __________________________________

Name of Eligible Institution that Guaranteed Delivery:   ________________________________

If Delivered by Book-Entry Transfer, Complete the Following:

Account Number: ____________________    Transaction Code Number:   ____________________

	CHECK HERE IF YOU ARE A BROKER-DEALER.

	CHECK HERE IF YOU WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name: ____________________________________________________________________

	Address:	__________________________________________________________________ __________________________________________________________________

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the aggregate principal amount of Initial Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Initial Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Initial Notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company in connection with the Exchange Offer) with respect to the tendered Initial Notes with full power of substitution to (i) deliver such Initial Notes, or transfer ownership of such Initial Notes on the account books maintained by the Book-Entry Transfer Facility, to the Company and deliver all accompanying evidences of transfer and authenticity, and (ii) present such Initial Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Initial Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Initial Notes tendered hereby and to acquire Exchange Notes issuable upon the exchange of such tendered Initial Notes, and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company.

The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the ‘‘SEC’’), as set forth in no-action letters issued to third parties, that the Exchange Notes issued in exchange for the Initial Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than (i) any such holder that is an ‘‘affiliate’’ of the Company within the meaning of Rule 405 under the Securities Act or (ii) any broker-dealer that purchases Initial Notes from the Company to resell pursuant to Rule 144A under the Securities Act (‘‘Rule 144A’’) or any other available exemption), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of s uch holders’ business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes and are not participating in, and do not intend to participate in, the distribution of the Exchange Notes. The undersigned acknowledges that the Company does not intend to request the SEC to consider, and the SEC has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. The undersigned acknowledges that any holder that is an affiliate of the Company, or is participating in or intends to participate in or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, (i) cannot rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

The undersigned hereby further represents that (i) any Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the holder; (ii) such holder or other person has no arrangement or understanding with any person to participate in, a distribution of such Exchange Notes within the meaning of the Securities Act and is not participating in, and does not intend to participate in, the distribution of such Exchange Notes within the meaning of the Securities Act and (iii) such holder or such other person is not an ‘‘affiliate,’’ as defined in Rule 405 under the Securities Act, of the Company or, if such holder or such other person is an affiliate, such holder or such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaging in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes, it represents that the Initial Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making or other trading activities and acknowledges that it

4

will deliver a prospectus in connection with any resale, offer to resell or other transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an ‘‘underwriter’’ within the meaning of the Securities Act.

The undersigned also warrants that acceptance of any tendered Initial Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of certain of its obligations under the Registration Rights Agreement, which has been filed as an exhibit to the registration statement in connection with the Exchange Offer.

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 Initial Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in this Letter.

The undersigned understands that tenders of the Initial Notes pursuant to any one of the procedures described under ‘‘The Exchange Offer—Procedures for Tendering Initial Notes’’ in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company in accordance with the terms and subject to the conditions of the Exchange Offer.

The undersigned recognizes that, under certain circumstances set forth in the Prospectus under ‘‘The Exchange Offer—Conditions to the Exchange Offer’’ the Company may not be required to accept for exchange any of the Initial Notes tendered. Initial Notes not accepted for exchange or withdrawn will be returned to the undersigned at the address set forth below unless otherwise indicated under ‘‘Special Delivery Instructions’’ below.

Unless otherwise indicated herein in the box entitled ‘‘Special Issuance Instructions’’ below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing Initial Notes for any Initial Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Initial Notes, please credit the account indicated above maintained at the Book Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled ‘‘Special Delivery Instructions’’ below, please send the Exchange Notes (and, if applicable, substitute certificates representing Initial Notes for any Initial Notes not exchanged) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both ‘‘Special Issuance Instructions’’ and ‘‘Special Delivery Instructions’’ are completed, please issue the Exchange Notes issued in exchange for the Initial Notes accepted for exchange (and, if applicable, substitute certificates representing Initial Notes for any Initial Notes not exchanged) in the names of the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the ‘‘Special Issuance Instructions’’ and ‘‘Special Delivery Instructions’’ to transfer any Initial Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Initial Notes so tendered for exchange.

The Book-Entry Transfer Facility, as the holder of record of certain Initial Notes, has granted authority to the Book-Entry Transfer Facility participants whose names appear on a security position listing with respect to such Initial Notes as of the date of tender of such Initial Notes to execute and deliver this Letter as if they were the holders of record. Accordingly, for purposes of this Letter, the term ‘‘holder’’ shall be deemed to include such Book-Entry Transfer Facility participants.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED ‘‘DESCRIPTION OF INITIAL NOTES’’ ABOVE AND SIGNING THIS LETTER AND DELIVERING SUCH NOTES AND THIS LETTER TO THE EXCHANGE AGENT, WILL BE DEEMED TO HAVE TENDERED THE INITIAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

5

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3, 4 and 5)

To be completed ONLY if certificates for Initial Notes not tendered or not accepted for exchange, or Exchange Notes issued in exchange for Initial Notes accepted for exchange, are to be issued in the name of and sent to someone other than the undersigned, or if Initial Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue (certificates) to:

Name(s): ____________________________________

(Please Type or Print)

____________________________________________

(Please Type or Print)

Address: ____________________________________

____________________________________________

(Include Zip Code)

____________________________________________

(Taxpayer Identification or Social
Security Number)

(Complete Substitute Form W-9)

•	Credit unexchanged Initial Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

____________________________________________

(Book-Entry Transfer Facility
Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4 and 5)

To be completed ONLY if certificates for Initial Notes not tendered or not accepted for exchange, or Exchange Notes issued in exchange for Initial Notes accepted for exchange, are to be sent to someone other than the undersigned or to the undersigned at an address other than shown in the box entitled ‘‘Description of Initial Notes’’ above.

Mail to:

Name: ______________________________________

(Please Type or Print)

____________________________________________

(Please Type or Print)

Address: ____________________________________

____________________________________________

(Include Zip Code)

____________________________________________

(Taxpayer Identification or Social
Security Number)

(Complete Substitute Form W-9)

IMPORTANT:    UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT’S MESSAGE IN LIEU HEREOF (IN EACH CASE, TOGETHER WITH THE CERTIFICATE(S) FOR INITIAL NOTES OR A CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

6

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS WHETHER OR NOT
INITIAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY)

(Please Also Complete and Return the Accompanying Substitute Form W-9)

x
x
Signatures of Owner(s)			Date

Area Code and Telephone Number: ______________________________________________________________

If a holder is tendering any Initial Notes, this Letter must be signed by the registered holder(s) exactly as the name(s) appear(s) on the certificate(s) for the Initial Notes or on a security position listing as the owner of Initial Notes by person(s) 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. If Initial Notes to which this Letter relates are held of record by two or more joint holders, then all such holders must sign this Letter. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, then 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 so act. See Instruction 3.

Name(s): ________________________________________________________________________________

(Please Type or Print)

______________________________________________________________________________________

(Please Type or Print)

Capacity: ________________________________________________________________________________

Address: ________________________________________________________________________________

  ________________________________________________________________________________________

(Including Zip Code)

SIGNATURE GUARANTEE BY AN ELIGIBLE INSTITUTION
(If required by Instruction 3)

Signature(s) Guaranteed by

an Eligible Institution: ______________________________________________________________________

(Authorized Signature)

________________________________________________________________________________________

(Title)

________________________________________________________________________________________

(Name of Firm)

________________________________________________________________________________________

(Address, Include Zip Code)

________________________________________________________________________________________

(Area Code and Telephone Number)

  Dated: ______________________

7

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.    Delivery of this Letter and Initial Notes; Guaranteed Delivery Procedures.

This Letter is to be completed by noteholders either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in ‘‘The Exchange Offer— Procedures for Tendering Initial Notes—Book-Entry Delivery Procedure’’ section of the Prospectus and an Agent’s Message is not delivered. Certificates for all physically tendered Initial Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to 5:00 p.m., New York City time, on the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Initial Notes tendered hereby must be in integral multiples of $1,000. The term &lsq uo;‘Agent’s Message’’ means a message, transmitted by The Depository Trust Company and received by the Exchange Agent and forming a part of the Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from a participant tendering Initial Notes which are subject to the Book-Entry Confirmation and that such participant has received and agrees to be bound by this Letter and that the Company may enforce this Letter against such participant.

Noteholders who wish to tender their Initial Notes and (a) whose certificates for Initial Notes are not immediately available, or (b) who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or (c) who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Initial Notes pursuant to the guaranteed delivery procedures set forth in ‘‘The Exchange Offer— Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure’’ section of the Prospectus. Pursuant to such procedures,

(i)    such tender must be made through an Eligible Institution (as defined in Instruction 3 below),

(ii)    on or prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof or an Agent’s Message in lieu hereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by telegram, telex, facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Initial Notes and the amount of Initial Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (‘‘NYSE’’) trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Initial Notes, or a Book-Entry Confirmation, and any other documents required by the Letter will be deposited by the Eligible Institution with the Exchange Agent, and

(iii)    the certificates for all physically tendered Initial Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter, the Initial Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If Initial Notes are sent by mail, it is suggested that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

See ‘‘The Exchange Offer’’ section of the Prospectus.

2.    Partial Tenders (not applicable to noteholders who tender by book-entry transfer).

Tenders of Initial Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Initial Notes is tendered, the tendering holder(s) should fill in the principal amount of Initial Notes to be tendered in the box above entitled ‘‘Description of Initial Notes.’’ The entire principal amount of the Initial Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of Initial Notes is not tendered, then Initial Notes for the principal amount of Initial Notes not tendered and Exchange Notes issued in exchange for any Initial Notes accepted will be sent to the holder at his or her registered address, unless otherwise provided in the appropriate box on this Letter, promptly after the Initial Notes are accepted for exchange.

8

3.    Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures.

If this Letter is signed by the registered holder of the Initial Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates representing such Initial Notes without alteration, enlargement or any change whatsoever.

If this Letter is signed by a participant in the Book-Entry Transfer Facility, the signature must correspond with the name as it appears on the security position listing as the holder of the Initial Notes.

If any tendered Initial Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

If any tendered Initial Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

When this Letter is signed by the registered holder or holders of the Initial Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued, or any untendered Initial Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter 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, unless waived by the Company, evidence satisfactory to the Company of its authority to so act must be submitted with the Letter.

Endorsements on certificates for Initial Notes or signatures on bond powers required by this Instruction 3 must be 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, a clearing agency, insured credit union, a savings association or trust company having an office or correspondent in the United States or an ‘‘eligible guarantor’’ institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each an ‘‘Eligible Institution’’).

Signatures on this Letter need not be guaranteed by an Eligible Institution if the Initial Notes are tendered: (i) by a registered holder of Initial Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Initial Notes) who has not completed the box entitled ‘‘Special Issuance Instructions’’ or ‘‘Special Delivery Instructions’’ on this Letter, or (ii) for the account of an Eligible Institution.

4.    Special Issuance and Delivery Instructions.

Tendering holders of Initial Notes should indicate, in the applicable box or boxes, the name and address (or account at the Book-Entry Transfer Facility) to which Exchange Notes issued pursuant to the Exchange Offer, or substitute Initial Notes not tendered or accepted for exchange, are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Initial Notes by book-entry transfer may request that Initial Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Initial Notes not exchanged will be returned to the name or address of the person signing this Letter.

5.    Substitute Form W-9.

Under the federal income tax laws, payments that may be made by the Company on account of Exchange Notes issued pursuant to the Exchange Offer may be subject to backup withholding at the rate specified in Section 3406(a)(1) of the Code (the ‘‘Specified Rate’’), which is currently 28%. In order to avoid such backup withholding,

9

each tendering holder (or other payee) that is a U.S. person (or a non-U.S. resident alien) should complete and sign the Substitute Form W-9 included in this Letter, provide the correct taxpayer identification number (‘‘TIN’’) and certify, under penalties of perjury, that (a) the TIN provided is correct or that such holder is awaiting a TIN; (b) the holder is not subject to backup withholding because (i) the holder has not been notified by the Internal Revenue Service (the ‘‘IRS’’) that the holder is subject to backup withholding as a result of failure to report all interest or dividends, (ii) the IRS has notified the holder that the holder is no longer subject to backup withholding, or (iii) the holder is exempt from backup withholding; and (c) the holder is a U.S. person (including a U.S. resident alien). If a holder has been notified by the IRS that it is subject to backup withholding, it must cross out item (2) of Part III in the Certification box of the Su bstitute Form W-9, unless such holder has since been notified by the IRS that it is no longer subject to backup withholding.

The holder (other than an exempt or foreign holder subject to the requirements set forth below) is required to give the TIN (e.g. the social security number or employer identification number) of the record holder of the Initial Notes. If the tendering holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such holder should write ‘‘Applied For’’ in the space provided for the TIN in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9, and sign the Certificate of Awaiting Taxpayer Identification Number. If ‘‘Applied For’’ is written in Part I, the Company (or the Paying Agent under the Indenture governing the Exchange Notes) shall retain the Specified Rate of payments made to the tendering holder during the sixty (60) day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent or the Company with his or he r TIN within sixty (60) days after the date of the Substitute Form W-9, the Company (or the Paying Agent) shall remit such amounts retained during the sixty (60) day period to the holder and no further amounts shall be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the Exchange Agent or the Company with his or her TIN within such sixty (60) day period, the Company (or the Paying Agent) shall remit such previously retained amounts to the IRS as backup withholding and shall continue to retain the Specified Rate of payments made to the tendering holder and remit such amounts to the IRS as backup withholding until the holder furnishes its TIN to the Exchange Agent or the Company. In general, if a holder is an individual, the taxpayer identification number is the Social Security number of such individual. If the Exchange Agent or the Company is not provided with the correct taxpayer identification number, the holder may be subject to a $50 penalty impose d by the IRS in addition to backup withholding of the Specified Rate of payments to such holder.

Certain holders (including, among others, all corporations, and certain holders that are not U.S. persons nor U.S. resident aliens (‘‘foreign holders’’)) are not subject to these backup withholding and reporting requirements. An exempt holder, other than a holder that is a foreign holder, should enter the holder’s name, address, status and TIN on the face of the Substitute Form W-9 and write ‘‘EXEMPT’’ on the face of Part II of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Paying Agent. See the enclosed ‘‘Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9’’ (‘‘W-9 Guidelines’’) for additional instructions. A foreign holder should not complete the Substitute Form W-9. In order for a foreign holder to qualify as an exempt recipient, such holder must submit a statement (generally, IRS Form W-8BEN), signed under penalties of perjury, attesting to that individual’s exempt status. Such statements can be obtained from the Exchange Agent. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Initial Notes are registered in more than one name), consult the enclosed W-9 Guidelines.

Failure to complete the Substitute Form W-9 will not, by itself, cause Initial Notes to be deemed invalidly tendered, but may require the Company (or the Paying Agent) to withhold the Specified Rate of the amount of any payments made on account of the Exchange Notes. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained.

6.    Transfer Taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer of Initial Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes or substitute Initial Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Initial Notes tendered hereby, or if tendered Initial Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Initial Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the

10

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 this Letter, the amount of such transfer taxes will be billed directly to such tendering holder.

If the tendering holder does not submit satisfactory evidence of the payment of any of these taxes or of any exemption from this payment with this Letter, the Company will bill the tendering holder directly the amount of these transfer taxes.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Initial Notes specified in this Letter or for funds to cover such stamps to be provided with.

7.    Waiver of Conditions.

The Company reserves the absolute right to amend, waive or modify, in whole or in part, any or all conditions to the Exchange Offer.

8.    No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Initial Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Initial 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 Initial Notes nor shall any of them incur any liability for failure to give any such notice.

9.    Mutilated, Lost, Stolen or Destroyed Initial Notes.

Any holder whose Initial Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. This Letter and related documents cannot be processed until the Initial Notes have been replaced.

10.    Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter and the Notice of Guaranteed Delivery, may be directed to the Exchange Agent, at the address and telephone number indicated above.

11.    Incorporation of Letter of Transmittal.

This Letter shall be deemed to be incorporated in and acknowledged and accepted by any tender through the Book-Entry Transfer Facility’s ATOP procedures by any participant on behalf of itself and the beneficial owners of any Initial Notes so tendered.

12.    Withdrawals.

Tenders of Initial Notes may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the caption ‘‘The Exchange Offer—Withdrawal of Tenders’’ in the Prospectus.

11

TO BE COMPLETED BY ALL TENDERING HOLDERS that are
U.S. Persons (Including U.S. Resident Aliens)
(See Instruction 5)
PLEASE CAREFULLY READ THE IMPORTANT TAX INFORMATION BELOW

PAYER’S NAME:    Harland Clarke Holdings Corp.
SUBSTITUTE FormW-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)						PART I—PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. See the enclosed ‘‘Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9’’ (‘‘W-9 Guidelines’’) for instructions.			__________________________ Social Security Number(s) OR __________________________ Employer Identification Number(s) (if awaiting TIN, write ‘‘Applied For’’)
						PART II—For Payees Exempt from Backup Withholding (see enclosed W-9 Guidelines)*
Please Fill in Your Name and Address Below
						PART III—
Name:   ____________________
						CERTIFICATION—UNDER THE 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), and
__________________________ Address (Number and Street)						(2)    I am not subject to backup withholding either because I am exempt from backup withholding, 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
__________________________ City, State and Zip Code						(3)    I am a U.S. person (including a U.S. resident alien).
Check appropriate box:
Individual/         Sole         proprietor			Corporation			Signature:     Date:
Partnership			Other
CERTIFICATION GUIDELINES—You must cross out item (2) of the above certification if you have been notified by the IRS that you are currently subject to backup withholding because of under reporting of 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 stating that you are no longer subject to backup withholding, do not cross out item (2).

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payer, the Specified Rate of all payments made to me on account of the Exchange Notes shall be retained until I provide a taxpayer identification number to the payer and that, if I do not provide my taxpayer identification number within sixty (60) days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding and the Specified Rate of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification num ber.

Signature:                                                                 Date:          &nb sp;                                  

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF THE SPECIFIED RATE OF ANY PAYMENTS MADE TO YOU UNDER THE EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED ‘‘GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9’’ FOR ADDITIONAL DETAILS.

12

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, the first individual on the account(l)
3.			Custodian account of a minor (Uniform Gift to Minors Act)						The minor(2)
4.			a.			The usual revocable savings trust account (grantor is also trustee)			The grantor-trustee(l)
			b.			So-called trust account that is not a legal or valid trust under State law			The actual owner(l)
5.			Sole proprietorship account or single-owner LLC						The owner(3)
6.			A valid trust, estate, or pension trust						The legal entity(4)
7.			Corporate account or LLC electing corporate status on Form 8832						The corporation
8.			Religious, charitable, or educational organization account						The organization
9.			Partnership account or multi-member LLC						The partnership
10.			Association, club or other tax-exempt organization						The organization
11.			A broker or registered nominee						The broker or nominee
12.			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 a joint 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) 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 employer identification number (if you have one).

(4) List first and circle the name of the legal trust, estate, or pension trust.

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.

13

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. U.S. resident aliens who cannot obtain a social security number must apply for an ITIN (individual taxpayer identification number) on Form W-7, Application for Individual Taxpayer Identification Number.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on all payments include the following:

	1.	An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986 as amended (the ‘‘Code’’), any IRA, or a custodial account under section 403(b)(7) of the Code if the account satisfies the requirements of section 401(f)(2) of the Code.

	2.	The United States or any of its agencies or instrumentalities.

	3.	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

	4.	A foreign government or any of its political subdivisions, agencies, or instrumentalities.

	5.	An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

	6.	A corporation.

	7.	A foreign central bank of issue.

	8.	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

9.    A futures commission merchant registered with the Commodity Futures Trading Commission.

	10.	A real estate investment trust.

	11.	An entity registered at all times during the tax year under the Investment Company Act of 1940.

	12.	A common trust fund operated by a bank under section 584(a) of the Code.

	13.	A financial institution.

	14.	A middleman known in the investment community as a nominee or custodian.

	15.	A trust exempt from tax under section 664 of the Code or described in section 4947 of the Code.

The following types of payments are exempt from backup withholding as indicated for items 1 through 15 above.

Interest and dividend payments.    All listed payees are exempt except the payee in item 9.

Broker transactions.    All payees listed in items 1 through 13 are exempt. A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker is also exempt.

Barter exchange transactions and patronage dividends.    Only payees listed in items 1 through 5 are exempt.

Payments reportable under sections 6041 and 6041A.    Only payees listed in items 1 through 7 are generally exempt.

Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE ‘‘EXEMPT’’ ON THE CERTIFICATION OF THE SUBSTITUTE FORM IN PART II, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Payments Exempt From Backup Withholding

Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting also are not subject to backup withholding. For details, see Sections 6041, 6041A(a), 6045 and 6050A of the Code, and the Regulations promulgated thereunder.

14

If You are a Nonresident Alien or a Foreign Entity Not Subject to Backup Withholding, File a Completed Internal Revenue Service Form W-8BEN with the Payer.

Privacy Act Notice.—Section 6109 of the Code requires most recipients of dividend, interest or other payments to give their correct TIN to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% (or such other Specified Rate) of taxable interest, dividend 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 correct 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.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4)    Misuse of TINs.—If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

15

EX-99.2

NOTICE OF GUARANTEED DELIVERY

Harland Clarke Holdings Corp.

(f/k/a Clarke American Corp.)

OFFER TO EXCHANGE

$305,000,000 AGGREGATE PRINCIPAL AMOUNT OF
SENIOR FLOATING RATE NOTES DUE 2015 (CUSIP NUMBER 181592AE6)
AND
$310,000,000 AGGREGATE PRINCIPAL AMOUNT OF
9.50% SENIOR FIXED RATE NOTES DUE 2015 (CUSIP NUMBER 181592AG1),
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF
OUTSTANDING SENIOR FLOATING RATE NOTES DUE 2015
(CUSIP NUMBERS 181592AD8/U17935AB0)
AND
OUTSTANDING 9.50% SENIOR FIXED RATE NOTES DUE 2015
(CUSIP NUMBERS 181592AF3/U17935AC8)

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Harland Clarke Holdings Corp., a Delaware corporation formerly known as Clarke American Corp. (the ‘‘Company’’), and certain of its subsidiaries made pursuant to the prospectus dated              (the ‘‘Prospectus’’), if certificates for the outstanding $305,000,000 aggregate principal amount of Senior Floating Rate Notes due 2015 (CUSIP Numbers 181592AD8/U17935AB0) (the ‘‘Initial Floating Rate Notes’’) and the outstanding $310,000,000 aggregate principal amount of 9.50% Senior Fixed Rate Notes due 2015 (CUSIP Numbers 181592AF3/U17935AC8) (the ‘‘Initial Fixed Rate Notes,’’ and together with the Initial Floating Rate Notes, the ‘‘Initial Notes&rsqu o;’) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Company prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by telegram, telex, facsimile transmission, mail or hand delivery to Wells Fargo Bank, N.A. (the ‘‘Exchange Agent’’) as set forth below. In addition, in order to utilize the guaranteed delivery, a Letter of Transmittal (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. Certificates for all tendered Initial Notes in proper form for transfer or a book-entry confirmation, as the case may be, and all other documents required by the Letter of Transmittal must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Capitaliz ed terms not defined herein are defined in the Prospectus.

Delivery to:    Wells Fargo Bank, N.A., Exchange Agent

By Registered and Certified Mail Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480			By Overnight Courier or Regular Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 6th & Marquette Avenue Minneapolis, MN 55479     Attn: Reorganization Group Or By Facsimile Transmission: (612) 667-6282 Telephone: (800) 344-5128			By Hand Delivery Wells Fargo Bank, N.A. Corporate Trust Services 608 2nd Avenue South Northstar East Building—12th Floor Minneapolis, MN 55402

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Initial Notes set forth below, pursuant to the guaranteed delivery procedure described in ‘‘The Exchange Offer—Procedures for Tendering Initial Notes’’ section of the Prospectus.

Principal Amount of Initial Notes
Tendered¹

$ ________________________________

Certificate Nos. (if available):

__________________________________

Total Principal Amount Represented by Initial Notes Certificate(s):		If Initial Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number.

$ ______________________________		Account Number ______________________________________

ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.

PLEASE SIGN HERE

X ______________________________________                                    ________________________________

X ______________________________________                                    ________________________________

Signature(s) of Owner(s) or Authorized Signatory			Date

Area Code and Telephone Number: ________________________________

Must be signed by the holder(s) of Initial Notes as their name(s) appear(s) on certificate(s) for Initial Notes or on a security position listing, 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.

¹ Must be in denominations of principal amount of $1,000 and any integral multiple thereof.

2

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):	______________________________________________________________________ ______________________________________________________________________

Capacity:	______________________________________________________________________

Address(es):	______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

3

GUARANTEE

The undersigned, 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, hereby guarantees that the certificates representing the principal amount of Initial Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Initial Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in ‘‘The Exchange Offer— Procedures for Tendering Initial Notes’’ section of the Prospectus, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the date of execution hereof.

______________________________________			______________________________________
Name of Firm			Authorized Signature
______________________________________			______________________________________
Address			Title
______________________________________			Name: ________________________________
Zip Code			(Please Type or Print)
Area Code and Tel. No. ____________________			Dated: ________________________________

NOTE:	DO NOT SEND CERTIFICATES FOR INITIAL NOTES WITH THIS FORM. CERTIFICATES FOR INITIAL NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

4

EX-99.3

Harland Clarke Holdings Corp.

(f/k/a Clarke American Corp.)

OFFER TO EXCHANGE

$305,000,000 AGGREGATE PRINCIPAL AMOUNT OF
SENIOR FLOATING RATE NOTES DUE 2015 (CUSIP NUMBER 181592AE6)
AND
$310,000,000 AGGREGATE PRINCIPAL AMOUNT OF
9.50% SENIOR FIXED RATE NOTES DUE 2015 (CUSIP NUMBER 181592AG1),
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF
OUTSTANDING SENIOR FLOATING RATE NOTES DUE 2015
(CUSIP NUMBERS 181592AD8/U17935AB0)
AND
OUTSTANDING 9.50% SENIOR FIXED RATE NOTES DUE 2015
(CUSIP NUMBERS 181592AF3/U17935AC8)

To Registered Holders:

We are enclosing the material listed below in connection with the offer (the ‘‘Exchange Offer’’) by Harland Clarke Holdings Corp., a Delaware corporation formerly known as Clarke American Corp. (the ‘‘Company’’), and certain of its subsidiaries to exchange $305,000,000 aggregate principal amount of Senior Floating Rate Notes due 2015 (CUSIP number 181592AE6) and $310,000,000 aggregate principal amount of 9.50% Senior Fixed Rate Notes due 2015 (CUSIP number 181592AG1) (the ‘‘Exchange Notes’’), which have been registered under the Securities Act of 1933 (the ‘‘Securities Act’’), for a like aggregate principal amount of issued and outstanding Senior Floating Rate Notes due 2015 (CUSIP numbers 181592AD8/U17935AB0) and 9.50% Senior Fixed Rate Notes due 2015 (CUSIP numbers 181592AF3/U17935AC8) (the ‘‘Initial Notes’’) upon the terms and subject to the conditions set forth in the prospectus, dated                 , 2007 (the ‘‘Prospectus’’), and the related letter of transmittal (the ‘‘Letter of Transmittal’’).

Enclosed are copies of the following documents:

	1.	Prospectus;

	2.	Letter of Transmittal;

	3.	Notice of Guaranteed Delivery;

	4.	Instruction to Registered Holder from Beneficial Owner; and

	5.	A letter that may be sent to your clients for whose account you hold Initial Notes in your name or in the name of your nominee, to accompany the Instruction form referred to above, for obtaining such client’s instruction with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on, 2007, unless extended by the Company in its sole discretion.

The Exchange Offer is not conditional upon any minimum number of Initial Notes being tendered.

Pursuant to the Letter of Transmittal, each holder of Initial Notes will represent to the Company that (i) the Exchange Notes acquired in the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such holder, (ii) neither the holder of the Initial Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, (iii) if the holder is not a broker-dealer or is a broker-dealer but will not receive Exchange Notes for its own account in exchange for Initial Notes, neither the holder nor any such other person is engaged in or intends to participate in a distribution of the Exchange Notes and (iv) neither the holder nor any such other person is an ‘‘affiliate’’ of the Company within the meaning of Rule 405 under the Securities Act or, if such holder is an ‘‘affiliate,’’ that such holder will comply with the registration and prospectus delivery requirements of the Securities

Act to the extent applicable. If the tendering holder is a broker-dealer (whether or not it is also an ‘‘affiliate’’) that will receive Exchange Notes for its own account in exchange for Initial Notes, such tendering holder will represent that the Initial Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer will not be deemed to admit that it is an ‘‘underwriter’’ within the meaning of the Securities Act. The enclosed Instruction to Registered Holder from Beneficial Owner contains an authorization by the beneficial owner of the Initial Notes for you t o make the foregoing representations.

The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent (as defined below) for the Exchange Offer) in connection with the solicitation of tenders of Initial Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Initial Notes to it, except as otherwise provided in Instruction 6 of the enclosed Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, Wells Fargo Bank, N.A. (the ‘‘Exchange Agent’’) in the manner set forth below.

By Registered and Certified Mail Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480			By Overnight Courier or Regular Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 6th & Marquette Avenue Minneapolis, MN 55479			By Hand Delivery Wells Fargo Bank, N.A. Corporate Trust Services 608 2nd Avenue South Northstar East Building—12th Floor Minneapolis, MN 55402
			Attn: Reorganization Group
			Or By Facsimile Transmission: (612) 667-6282
			Telephone: (800) 344-5128

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU TO BE THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.4

Harland Clarke Holdings Corp.

(f/k/a Clarke American Corp.)

OFFER TO EXCHANGE

$305,000,000 AGGREGATE PRINCIPAL AMOUNT OF
SENIOR FLOATING RATE NOTES DUE 2015 (CUSIP NUMBER 181592AE6)
AND
$310,000,000 AGGREGATE PRINCIPAL AMOUNT OF
9.50% SENIOR FIXED RATE NOTES DUE 2015 (CUSIP NUMBER 181592AG1),
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF
OUTSTANDING SENIOR FLOATING RATE NOTES DUE 2015
(CUSIP NUMBERS 181592AD8/U17935AB0)
AND
OUTSTANDING 9.50% SENIOR FIXED RATE NOTES DUE 2015
(CUSIP NUMBERS 181592AF3/U17935AC8)

To Our Clients:

We are enclosing a prospectus, dated             , 2007 (the ‘‘Prospectus’’), of Harland Clarke Holdings Corp., a Delaware corporation formerly known as Clarke American Corp. (the ‘‘Company’’), and certain of its subsidiaries and a related letter of transmittal (the ‘‘Letter of Transmittal,’’ which, together with the Prospectus, constitutes the ‘‘Exchange Offer Documents’’) relating to the offer (the ‘‘Exchange Offer’’) to exchange $305,000,000 aggregate principal amount of Senior Floating Rate Notes due 2015 (CUSIP number 181592AE6) and $310,000,000 aggregate principal amount of 9.50% Senior Fixed Rate Notes due 2015 (CUSIP number 181592AG1) (the ‘‘Exchange Notes’’), which have been registered under the Securities Act of 1933 (the ‘‘Securities Act&r squo;’), for a like aggregate principal amount of issued and outstanding Senior Floating Rate Notes due 2015 (CUSIP numbers 181592AD8/U17935AB0) and 9.50% Senior Fixed Rate Notes due 2015 (CUSIP numbers 181592AF3/U17935AC8) (the ‘‘Initial Notes’’) upon the terms and subject to the conditions set forth in the Exchange Offer Documents.

Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on, 2007 unless extended by the Company in its sole discretion.

The Exchange Offer is not conditional upon any minimum number of Initial Notes being tendered.

We are the holder of record of Initial Notes held by us for your account. A tender of such Initial Notes can be made only by us as the record holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Initial Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Initial Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. Please so instruct us by completing, executing and returning to us the enclosed Instruction to Registered Holder from Beneficial Owner. We also request that you confirm with such instruction form that we may on your behalf make the representations contained in the Letter of Transmittal.

Pursuant to the Letter of Transmittal, each holder of Initial Notes will represent to the Company that (i) the Exchange Notes acquired in the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such holder, (ii) neither the holder of the Initial Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, (iii) if the holder is not a broker-dealer or is a broker-dealer but will not receive Exchange Notes for its own account in exchange for Initial Notes, neither the holder nor any such other person is engaged in or intends to participate in a distribution of the Exchange Notes and (iv) neither the holder nor any such other person is an ‘‘affiliate’’ of the Company within the meaning of Rule 405 under the Securities Act or, if such holder is an ‘‘affiliate,’’ that such holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the tendering holder is a broker-dealer (whether or not it is also an ‘‘affiliate’’) that will receive Exchange Notes for its own account in exchange for Initial Notes, we will represent on behalf of such

broker-dealer that the Initial Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer will not be deemed to admit that it is an ‘‘underwriter’’ within the meaning of the Securities Act.

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EX-99.5

INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER

of outstanding Senior Floating Rate Notes due 2015 and
9.50% Senior Fixed Rate Notes due 2015

Harland Clarke Holdings Corp.

To the Registered Holder:

The undersigned hereby acknowledges receipt of the prospectus, dated              , 2007 (the ‘‘Prospectus’’), of Harland Clarke Holdings Corp., a Delaware corporation formerly known as Clarke American Corp. (the ‘‘Company’’), and certain of its subsidiaries and the accompanying letter of transmittal (the ‘‘Letter of Transmittal’’) in connection with the offer (the ‘‘Exchange Offer’’) to exchange $305,000,000 aggregate principal amount of Senior Floating Rate Notes due 2015 (CUSIP number 181592AE6) and $310,000,000 aggregate principal amount of 9.50% Senior Fixed Rate Notes due 2015 (CUSIP number 181592AG1) (collectively, the ‘‘Exchange Notes’’), which have been registered under the Securities Act of 1933 (the ‘‘Securities Act’’), for a like aggregate princ ipal amount of issued and outstanding Senior Floating Rate Notes due 2015 (CUSIP numbers 181592AD8/U17935AB0) and 9.50% Senior Fixed Rate Notes due 2015 (CUSIP numbers 181592AF3/U17935AC8) (collectively, the ‘‘Initial Notes’’) upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Initial Notes held by you for the account of the undersigned.

The aggregate principal amount of the Initial Notes held by you for the account of the undersigned is (fill in amount):

$ (principal amount).

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

		TO TENDER the following Initial Notes held by you for the account of the undersigned (insert principal amount of Initial Notes to be tendered): $.

		NOT TO TENDER any Initial Notes held by you for the account of the undersigned

If the undersigned instructs you to tender Initial Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, (ii) neither the undersigned nor any such other person is engaged in, has an arrangement or understanding with any person to participate in, or otherwise intends to participate in, the distribution of such Exchange Notes, (iii) if the undersigned is not a broker-dealer or is a broker-dealer but will not receive Exchange Notes for its own account in exchange for Initial Notes, neither the undersigned nor any such other person is engaged in or intends to participate in a distribution of the Exchange Notes and (iv) neither the undersigned nor any such other person is an ‘‘affiliate’’ of the Company within the meaning of Rule 405 under the Securities Act or, if the undersigned or such other person is an ‘‘affiliate,’’ that the undersigned or such other person will comply with the registration and prospectus delivery

requirements of the Securities Act to the extent applicable. If the undersigned is a broker-dealer (whether or not it is also an ‘‘affiliate’’) that will receive Exchange Notes for its own account in exchange for Initial Notes, it represents that such Initial Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, the undersigned is not deemed to admit that it is an ‘‘underwriter’’ within the meaning of the Securities Act.

Name(s) of beneficial owner(s) (please print):   ____________________________________________________

______________________________________________________________________________________

Signature(s):   ____________________________________________________________________________

______________________________________________________________________________________

Address:   ______________________________________________________________________________

______________________________________________________________________________________

Telephone Number:   ______________________________________________________________________

Taxpayer identification or Social Security Number:   ________________________________________________

Date:   ____________________________

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