ex10-19.htm


    
      

    

    Exhibit
10.19

     

    AMENDED
AND RESTATED

    REVOLVING
LOAN AGREEMENT

     

    Dated as
of June 3, 2008

     

    By And
Between

     

    BROWN
& BROWN, INC.

     

    and

     

    SUNTRUST
BANK

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

    


    Page

     

    
      	
              ARTICLE
      I DEFINITIONS; CONSTRUCTION

            	
              1

            
	 
      	
              Section
      1.1 Definitions

            	
              1

            
	 
      	
              Section
      1.2 Accounting Terms and Determination

            	
              9

            
	 
      	
              Section
      1.3 Other Definitional Terms

            	
              9

            
	 
      	
              Section
      1.4 Exhibits and Schedules

            	
              9

            
	 	 	 
	
              ARTICLE
      II REVOLVING LOANS

            	
              10

            
	 
      	
              Section
      2.1 Commitment: Use of Proceeds

            	
              10

            
	 
      	
              Section
      2.2 Notes; Repayment of Principal

            	
              10

            
	 
      	
              Section
      2.3 Payment of Interest

            	
              11

            
	 
      	
              Section
      2.4 Increase in Revolving Loan Commitment up to
    $100,000,000

            	
              11

            
	 
      	
              Section
      2.5 Reduction of Revolving Loan Commitments

            	
              11

            
	 
      	
              Section
      2.6 Letters of Credit

            	
              12

            
	 	 	 
	
              ARTICLE
      III This Article is not Applicable

            	
              13

            
	 	 
	
              ARTICLE
      IV GENERAL LOAN TERMS

            	
              13

            
	 
      	
              Section
      4.1 Funding Notices

            	
              13

            
	 
      	
              Section
      4.2 Disbursement of Funds

            	
              13

            
	 
      	
              Section
      4.3 Interest; Default, Payment and Determination

            	
              13

            
	 
      	
              Section
      4.4 Interest Periods

            	
              14

            
	 
      	
              Section
      4.5 Fees

            	
              14

            
	 
      	
              Section
      4.6 Voluntary Prepayments of Borrowings

            	
              14

            
	 
      	
              Section
      4.7 Payments, etc.

            	
              15

            
	 
      	
              Section
      4.8 LIBOR Rate Not Ascertainable, Etc.

            	
              16

            
	 
      	
              Section
      4.9 Illegality

            	
              16

            
	 
      	
              Section
      4.10 Increased Costs

            	
              16

            
	 
      	
              Section
      4.11 This Section is not applicable

            	
              17

            
	 
      	
              Section
      4.12 Funding Losses

            	
              17

            
	 
      	
              Section
      4.13 Assumptions Concerning Funding of Eurodollar Advances

            	
              17

            
	 
      	
              Section
      4.14 This Section is not applicable

            	
              18

            
	 
      	
              Section
      4.15 This Section is not applicable

            	
              18

            
	 
      	
              Section
      4.16 Capital Adequacy

            	
              18

            
	 
      	
              Section
      4.17 This Section is not applicable

            	
              18

            
	 
      	
              Section
      4.18 Limitation on Certain Payment Obligations

            	
              18

            
	 
      	
              Section
      4.19 Change from One Type of Borrowing to Another

            	
              18

            
	 	 	 
	
              ARTICLE
      V CONDITIONS TO BORROWINGS

            	
              19

            
	 
      	
              Section
      5.1 Conditions Precedent to Initial Loans

            	
              19

            
	 
      	
              Section
      5.2 Conditions to All Loans

            	
              20

            
	 
      	
              Section
      5.3 Certification For Each Borrowing

            	
              21

            
	 	 	 
	
              ARTICLE
      VI REPRESENTATIONS AND WARRANTIES

            	
              21

            
	 
      	
              Section
      6.1 Organization and Qualification

            	
              21

            
	 
      	
              Section
      6.2 Corporate Authority

            	
              21

            
	 
      	
              Section
      6.3 Borrower Financial Statements

            	
              22

            
	 
      	
              Section
      6.4 Tax Returns

            	
              22

            
	 
      	
              Section
      6.5 Actions Pending

            	
              22

            
	 
      	
              Section
      6.6 Representations; No Defaults

            	
              22

            
	 
      	
              Section
      6.7 Title to Properties

            	
              22

            
	 
      	
              Section
      6.8 Enforceability of Agreement

            	
              22

            
	 
      	
              Section
      6.9 Consent

            	
              23

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              Section
      6.10 Use of Proceeds; Federal Reserve Regulations

            	
              23

            
	 
      	
              Section
      6.11 ERISA

            	
              23

            
	 
      	
              Section
      6.12 This Section is not applicable

            	
              23

            
	 
      	
              Section
      6.13 Outstanding Indebtedness

            	
              23

            
	 
      	
              Section
      6.14 Conflicting Agreements

            	
              23

            
	 
      	
              Section
      6.15 Pollution and Other Regulations

            	
              24

            
	 
      	
              Section
      6.16 Possession of Franchises, Licenses, Etc.

            	
              24

            
	 
      	
              Section
      6.17 Patents, Etc.

            	
              24

            
	 
      	
              Section
      6.18 Governmental Consent

            	
              25

            
	 
      	
              Section
      6.19 Disclosure

            	
              25

            
	 
      	
              Section
      6.20 Insurance Coverage

            	
              25

            
	 
      	
              Section
      6.21 Labor Matters

            	
              25

            
	 
      	
              Section
      6.22 Intercompany Loans; Dividends

            	
              25

            
	 
      	
              Section
      6.23 Burdensome Restrictions

            	
              25

            
	 
      	
              Section
      6.24 Solvency

            	
              26

            
	 
      	
              Section
      6.25 This Section is not applicable

            	
              26

            
	 
      	
              Section
      6.26 SEC Compliance and Filings

            	
              26

            
	 
      	
              Section
      6.27 Capital Stock of Borrower and Related Matters

            	
              26

            
	 
      	
              Section
      6.28 Places of Business

            	
              26

            
	 	 	 
	
              ARTICLE
      VII AFFIRMATIVE COVENANTS

            	
              26

            
	 
      	
              Section
      7.1 Corporate Existence, Etc.

            	
              26

            
	 
      	
              Section
      7.2 Compliance with Laws, Etc.

            	
              26

            
	 
      	
              Section
      7.3 Payment of Taxes and Claims, Etc.

            	
              26

            
	 
      	
              Section
      7.4 Keeping of Books

            	
              27

            
	 
      	
              Section
      7.5 Visitation, Inspection, Etc.

            	
              27

            
	 
      	
              Section
      7.6 Insurance; Maintenance of Properties

            	
              27

            
	 
      	
              Section
      7.7 Reporting Covenants

            	
              27

            
	 
      	
              Section
      7.8 Maintain the Following Financial Covenants

            	
              30

            
	 
      	
              Section
      7.9 Notices Under Certain Other Indebtedness

            	
              30

            
	 
      	
              Section
      7.10 This Section is not applicable

            	
              30

            
	 
      	
              Section
      7.11 This Section is not applicable

            	
              30

            
	 	 	 
	
              ARTICLE
      VIII NEGATIVE COVENANTS

            	
              31

            
	 
      	
              Section
      8.1 Indebtedness

            	
              31

            
	 
      	
              Section
      8.2 Liens

            	
              32

            
	 
      	
              Section
      8.3 Sales. Etc.

            	
              32

            
	 
      	
              Section
      8.4 Mergers, Acquisitions, Etc.

            	
              32

            
	 
      	
              Section
      8.5 Investments, Loans. Etc.

            	
              32

            
	 
      	
              Section
      8.6 Sale and Leaseback Transactions

            	
              33

            
	 
      	
              Section
      8.7 Transactions with Affiliates

            	
              33

            
	 
      	
              Section
      8.8 Optional Prepayments

            	
              34

            
	 
      	
              Section
      8.9 Changes in Business

            	
              34

            
	 
      	
              Section
      8.10 ERISA

            	
              34

            
	 
      	
              Section
      8.11 This Section is not applicable

            	
              34

            
	 
      	
              Section
      8.12 Limitation on Payment Restrictions Affecting Consolidated
      Companies

            	
              34

            
	 
      	
              Section
      8.13 Actions Under Certain Documents

            	
              34

            
	 
      	
              Section
      8.14 Financial Statements; Fiscal Year

            	
              34

            
	 
      	
              Section
      8.15 This Section is not applicable

            	
              34

            
	 
      	
              Section
      8.16 Change of Control

            	
              34

            
	 
      	
              Section
      8.17 This Section is not applicable

            	
              34

            
	 
      	
              Section
      8.18 This Section is not applicable

            	
              35

            
	 
      	
              Section
      8.19 This Section is not applicable

            	
              35

            
	 
      	
              Section
      8.20 No Issuance of Capital Stock

            	
              35

            
	 
      	
              Section
      8.21 No Payments on Subordinated Debt

            	
              35

            
	 
      	
              Section
      8.22 Insurance Business

            	
              35

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
      IX EVENTS OF DEFAULT

            	
              35

            
	 
      	
              Section
      9.1 Payments

            	
              35

            
	 
      	
              Section
      9.2 Covenants Without Notice

            	
              35

            
	 
      	
              Section
      9.3 Other Covenants

            	
              35

            
	 
      	
              Section
      9.4 Representations

            	
              35

            
	 
      	
              Section
      9.5 Non-Payments of Other Indebtedness

            	
              35

            
	 
      	
              Section
      9.6 Defaults Under Other Agreements

            	
              36

            
	 
      	
              Section
      9.7 Bankruptcy

            	
              36

            
	 
      	
              Section
      9.8 ERISA

            	
              36

            
	 
      	
              Section
      9.9 Money Judgment

            	
              36

            
	 
      	
              Section
      9.10 This Section is not applicable

            	
              36

            
	 
      	
              Section
      9.11 Change in Control of Borrower

            	
              37

            
	 
      	
              Section
      9.12 Default Under Other Credit Documents

            	
              37

            
	 
      	
              Section
      9.13 This Section is not applicable.

            	
              37

            
	 
      	
              Section
      9.14 Attachments

            	
              37

            
	 
      	
              Section
      9.15 Default Under Subordinated Loan Documents

            	
              37

            
	 
      	
              Section
      9.16 Material Adverse Effect

            	
              37

            
	 	 	 
	
              ARTICLE
      X This Article is not Applicable.

            	
              37

            
	 	 
	
              ARTICLE
      XI MISCELLANEOUS

            	
              38

            
	 
      	
              Section
      11.1 Notices

            	
              38

            
	 
      	
              Section
      11.2 Amendments, Etc.

            	
              38

            
	 
      	
              Section
      11.3 No Waiver; Remedies Cumulative

            	
              38

            
	 
      	
              Section
      11.4 Payment of Expenses, Etc.

            	
              38

            
	 
      	
              Section
      11.5 Right of Set-Off

            	
              39

            
	 
      	
              Section
      11.6 Benefit of Agreement

            	
              40

            
	 
      	
              Section
      11.7 Governing Law; Submission to Jurisdiction

            	
              41

            
	 
      	
              Section
      11.8 Independent Nature of Lender's Rights

            	
              42

            
	 
      	
              Section
      11.9 Counterparts

            	
              42

            
	 
      	
              Section
      11.10 Effectiveness; Survival

            	
              42

            
	 
      	
              Section
      11.11 Severability

            	
              42

            
	 
      	
              Section
      11.12 Independence of Covenants

            	
              42

            
	 
      	
              Section
      11.13 Change in Accounting Principles, Fiscal Year or Tax
    Laws

            	
              43

            
	 
      	
              Section
      11.14 Headlines Descriptive; Entire Arrangement

            	
              43

            
	 
      	
              Section
      11.15 Time is of the Essence

            	
              43

            
	 
      	
              Section
      11.16 Usury

            	
              43

            
	 
      	
              Section
      11.17 Construction

            	
              43

            
	 
      	
              Section
      11.18 No Incorporation into Note

            	
              43

            
	 
      	
              Section
      11.19 Amendment and Restatement of Initial Loan Agreement

            	
              43

            
	 
      	
              Section
      11.20 Entire Agreement

            	
              43

            


    

    


    SCHEDULES

     

    
      	
              Schedule
      6.1

            	
              Organization
      and Ownership of Material Subsidiaries

            
	
              Schedule
      6.4

            	
              Tax
      Filings and Payments

            
	
              Schedule
      6.5

            	
              Certain
      Pending and Threatened Litigation

            
	
              Schedule
      6.7

            	
              Liens
      on Borrower Assets

            
	
              Schedule
      6.11

            	
              Employee
      Benefit Matters

            
	
              Schedule
      6.13

            	
              Outstanding
      Debt and Defaults

            
	
              Schedule
      6.14

            	
              Conflicting
      Agreements

            
	
              Schedule
      6.15(a)

            	
              Environmental
      Compliance

            
	
              Schedule
      6.15(b)

            	
              Environmental
      Notices

            
	
              Schedule
      6.15(c)

            	
              Environmental
      Permits

            
	
              Schedule
      6.17

            	
              Patent,
      Trademark, License, and Other Intellectual Property
  Matters

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              Schedule
      6.21

            	
              Labor
      and Employment Matters

            
	
              Schedule
      6.22

            	
              Intercompany
      Loans

            
	
              Schedule
      6.23

            	
              Burdensome
      Restrictions

            
	
              Schedule
      6.28(a)

            	
              Places
      of Business

            
	
              Schedule
      6.28(b)

            	
              Materials
      Places of Business

            
	
              Schedule
      8.1(b)

            	
              Existing
      Indebtedness

            
	
              Schedule
      8.2

            	
              Existing
      Liens

            
	
              Schedule
      8.5

            	
              Permitted
      Investments

            
	
              Schedule
      9.11

            	
              Permitted
      Stockholders

            


    

     

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    
 

    AMENDED AND RESTATED
REVOLVING LOAN AGREEMENT

     

    THIS AMENDED AND RESTATED REVOLVING
LOAN AGREEMENT, dated as of June 3, 2008 (the "Agreement"),
is made and entered into by and between BROWN & BROWN, INC., a
Florida corporation (the "Borrower"),
and SUNTRUST BANK, a
Georgia corporation (the "Lender").

     

    WITNESSETH:

     

    WHEREAS, on or about September
29, 2003, the Borrower and the Lender entered into a certain Revolving Loan
Agreement (as amended, the "Initial
Loan Agreement"), pursuant to which the Borrower obtained from the Lender
one or more credit facilities from time to time; and

     

    WHEREAS, the Borrower desires
to obtain from the Lender a revolving loan up to the maximum amount of
$50,000,000; and

     

    WHEREAS, the Borrower and the
Lender wish to amend and restate in its entirety the Initial Loan Agreement to
set forth the terms and conditions for said $50,000,000 revolving
loan.

     

    NOW, THEREFORE, in
consideration of the mutual covenants made herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

     

    ARTICLE
I

     

    DEFINITIONS;
CONSTRUCTION

     

    Section
1.1  Definitions.  As used in this
Agreement, and in any instrument, certificate, document or report delivered
pursuant thereto, the following terms shall have the following meanings (to be
equally applicable to both the singular and plural forms of the term
defined):

     

    "2004 Note
Offering" shall
mean that certain transaction by which the Borrower has incurred Indebtedness up
to the maximum principal amount of $200,000,000 pursuant to the 2004 Note
Purchase Agreement.

     

    "2006 Note
Offering" shall
mean one or more transactions by which the Borrower has incurred or may in the
future incur Indebtedness up to the maximum principal amount of $200,000,000
pursuant to the 2006 Note Purchase Agreement.

     

    "2004 Note
Purchase Agreement"
shall mean that certain Note Purchase Agreement between the Borrower and
the Purchasers scheduled thereto and dated July 15, 2004 by which the Borrower
has issued both Series A Notes and Series B Notes, as the same may be
amended or modified from time to time.

     

    "2006 Note
Purchase Agreement"
shall mean that certain Note Purchase Agreement between the Borrower and
the Purchasers party thereto and dated December 22, 2006 by which the
Borrower has issued Series C Notes and Series D Notes and pursuant to which
the Borrower may issue from time to time Fixed Rate Shelf Notes and Floating
Rate Shelf Notes (as defined therein), as the same may be amended or modified
from time to time.

     

    "Advance" shall mean any principal
amount advanced and remaining outstanding at any time under the Revolving Loan,
which Advance shall be made or outstanding as a Base Rate Advance or a
Eurodollar Advance, as the case may be.

     

    "Affiliate" of any Person means any
other Person directly or indirectly controlling, controlled by, or under common
control with, such Person, whether through the ownership of voting securities,
by contract or otherwise. For purposes of this definition, "control" (including
with correlative meanings, the terms "controlling", "controlled by", and "under
common control with") as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Agreement" shall mean this Revolving
Loan Agreement, as originally executed and as it may be from time to time
supplemented, amended, restated, renewed or extended and in effect.

     

    "Applicable
Margin" shall mean the percentage designated below based on the
Borrower's Funded Debt to EBITDA Ratio, measured quarterly on a rolling four (4)
quarters basis:

     

    
      	
              Level

            	
              Leverage

              Ratio

            	
              Base
      Rate

              Advances(1)

            	
              Eurodollar

              Advances

            	
              Availability

              Fee

            
	
              I

            	
              <1.00x

            	
              -1.000%

            	
              0.500%

            	
              0.100%

            
	
              II

            	
              <1.50x

            	
              -1.000%

            	
              0.625%

            	
              0.125%

            
	
              III

            	
              <2.00x

            	
              -1.000%

            	
              0.750%

            	
              0.150%

            
	
              IV

            	
              ≥2.00x

            	
              -1.000%

            	
              1.000%

            	
              0.200%

            


    

    (1)  On
all Base Rate Advances, the Applicable Margin is a negative 100 basis
points).

     

    Provided,
however,
that from the date of this Agreement through the quarter ending June 30, 2008,
the Applicable Margin shall be based on Level I pricing set forth
above.

     

    "Asset
Value" shall
mean, with respect to any property or asset of any Consolidated Company as of
any particular date, an amount equal to the greater of (a) the then book value
of such property or asset as established in accordance with GAAP, and (b) the
then fair market value of such property or asset as determined in good faith by
the board of directors of such Consolidated Company.

     

    "Availability
Fee" shall mean a
per annum fee based upon the unused portion of the Revolving Loan Commitment of
the Lender.  Such fee shall be based upon the Borrower's Funded Debt
to EBITDA Ratio as set forth in the chart under "Applicable
Margin", which Fee is to be based (calculated on an actual/365 day year)
on the average daily unused portion of the Revolving Loan Commitment, and shall
be payable to the Lender quarterly in arrears on the last calendar day of each
fiscal quarter of Borrower and on the Maturity Date.  For the purposes
of determining the Availability Fee, all outstanding Letters of Credit will be
deemed to be at that time outstanding Revolving Loans.

     

    "Bankruptcy
Code" shall mean
The Bankruptcy Code of 1978, as amended and in effect from time to time (11
U.S.C. §§101 et
seq.).

     

    "Base
Advance Rate"
shall mean, with respect to a Base Rate Advance, the rate obtained by
adding (a) the Base Rate, plus
(b) the Applicable Margin for a Base Rate Advance.

     

    "Base
Rate" shall mean
the rate which the Lender designates from time to time to be its prime lending
rate, as in effect from time to time. The Lender's prime lending rate is a
reference rate and does not necessarily represent the lowest or best rate
charged to its customers; the Lender may make commercial loans or other loans at
rates of interest at, above or below the Lender's prime lending
rate.

     

    "Base Rate
Advance" shall
mean an Advance bearing interest based on the Base Rate.

     

    "Base Rate
Loan" shall mean
a Loan which bears interest at the Base Advance Rate.

     

    "Book of
Business Sales"
shall mean the sale by a Consolidated Company in the ordinary course of business
of a book of business, either by the sale of assets or Capital Stock, which may
include the sale of what is characterized as its profit center operations (i.e.
office) that are made from time to time and are consistent with past practice,
and where the value is less than $20,000,000.

     

    "Borrowing" shall mean the making of a
Loan, the extension of an Advance, or the conversion of a Loan of one Type into
a Loan of another Type.

     

    "Business
Day" shall mean,
with respect to Eurodollar Advances, any day other than a day on which
commercial banks are closed or required to be closed for domestic and
international business, including dealings in Dollar deposits on the London
Interbank Market, and with respect to all other Loans and matters, any day other
than Saturday, Sunday and a day on which commercial banks are required to be
closed for business in Orlando, Florida.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Capital" shall mean the sum of (a)
Funded Debt plus
(b) Consolidated Net Worth of the Consolidated Companies.

     

    "Capitalized
Lease Obligations"
shall mean all lease obligations which have been or are required to be,
in accordance with GAAP, capitalized on the books of the lessee.

     

    "Capital
Stock" of any
Person shall mean any shares, equity or profits interests, participations or
other equivalents (however designated) of capital stock and any rights, warrants
or options, or other securities convertible into or exercisable or exchangeable
for any such shares, equity or profits interest, participations or other
equivalents, directly or indirectly (or any equivalent ownership interest, in
the case of a Person which is not a corporation).

     

    "CERCLA" has the meaning set forth in
Section
6.15(a) of this Agreement.

     

    "Closing
Date" shall mean the date of this Agreement.

     

    "Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time.

     

    "Consolidated
Companies" shall
mean, collectively, Borrower and all of its Subsidiaries.

     

    "Consolidated
EBIT" shall mean,
for any fiscal period of the Borrower, an amount equal to the sum of (a) the
Consolidated Net Income (Loss), plus
(b) to the extent deducted in determining Consolidated Net Income (Loss), (i)
provisions for taxes based on income, and (ii) consolidated interest expense,
for the Consolidated Companies, less
(c) gains on sales of assets (excluding sales in the ordinary course of
business, which would include Book Of Business Sales) and other extraordinary
gains and other one-time non-cash gains, all as determined in accordance with
GAAP.

     

    "Consolidated
EBITDA" shall
mean, for any fiscal period of the Borrower, an amount equal to the sum of (a)
the Consolidated EBIT, plus
(b)(i) depreciation and (ii) amortization of the Consolidated Companies, plus
(c) non-cash charges to the extent deducted in determining Consolidated Net
Income (Loss), plus
(d) all non-cash stock grant compensation all as determined for the Consolidated
Companies in accordance with GAAP.

     

    "Consolidated
Net Income (Loss)"
shall mean, for any fiscal period of Borrower, the net income (or loss)
of the Consolidated Companies on a consolidated basis for such period (taken as
a single accounting period) determined in accordance with GAAP; provided that
there shall be excluded therefrom:  (a) any items of gain or loss,
together with any related provision for taxes, which were included in
determining such consolidated net income and were not realized in the ordinary
course of business or the result of a sale of assets other than in the ordinary
course of business; and (b) the income (or loss) of any Person accrued prior to
the date such Person becomes a Subsidiary of Borrower or (in the case of a
Person other than a Subsidiary) is merged into or consolidated with any
Consolidated Company, or such Person's assets are acquired by any Consolidated
Company.

     

    "Consolidated
Net Worth" shall
mean as of the date of determination, the Borrower's Shareholders' Equity as
determined in accordance with GAAP.

     

    "Consolidated
Subsidiary" shall mean, as at any particular time, any corporation
included as a consolidated subsidiary of Borrower in Borrower's most recent
financial statements furnished to its stockholders and certified by Borrower's
independent public accountants.

     

    "Contractual
Obligation" of
any Person shall mean any provision of any security issued by such Person or of
any agreement, instrument or undertaking under which such Person is obligated or
by which it or any of the property owned by it is bound.

     

    "Credit
Documents" shall
mean, collectively, this Agreement and the Note.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    "Credit
Parties" shall
mean, collectively, each of Borrower, and every other Person who from time to
time executes a Credit Document with respect to all or any portion of the
Obligations.

     

    "Default" shall mean any condition or
event which, with notice or lapse of time or both, would constitute an Event of
Default.

     

    "Default
Rate" shall mean
the rate of interest set forth in Section
4.3 hereof.

     

    "Dollar" and "U.S.
Dollar" and the
sign "$" shall mean lawful money of the United States of America.

     

    "Earnout
Payments" shall
mean, in connection with an acquisition of the business by a Consolidated
Company, any payments agreed to be made to the sellers in said acquisition as a
part of the purchase price, and which payments are based upon certain
performance or other standards relating to the business which has been
acquired.

     

    "EBITDA" shall mean Consolidated
EBITDA.

     

    "Environmental
Laws" shall mean
all federal, state, local and foreign statutes and codes or regulations, rules
or ordinances issued, promulgated, or approved thereunder, now or hereafter in
effect (including, without limitation, those with respect to asbestos or
asbestos containing material or exposure to asbestos or asbestos containing
material), relating to pollution or protection of the environment and relating
to public health and safety, relating to (a) emissions, discharges, releases or
threatened releases of pollutants, contaminants, chemicals or industrial toxic
or hazardous constituents, substances or wastes, including without limitation,
any Hazardous Substance, petroleum including crude oil or any fraction thereof,
any petroleum product or other waste, chemicals or substances regulated by any
Environmental Law into the environment (including without limitation, ambient
air, surface water, ground water, land surface or subsurface strata), (b) the
manufacture, processing, distribution, use, generation, treatment, storage,
disposal, transport or handling of any Hazardous Substance, petroleum including
crude oil or any fraction thereof, any petroleum product or other waste,
chemicals or substances regulated by any Environmental Law, or (c) underground
storage tanks and related piping, and emissions, discharges and releases or
threatened releases therefrom, such Environmental Laws to include, without
limitation, (i) the Clean Air Act (42 U.S.C. §7401 et seq.), (ii) the
Clean Water Act (33 U.S.C. §1251 et seq.), (iii) the
Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), (iv) the
Toxic Substances Control Act (15 U.S.C. §2601 et seq.) and (v) the
Comprehensive Environmental Response Compensation and Liability Act, as amended
by the Superfund Amendments and Reauthorization Act (42 U.S.C. §9601 et
seq.).

     

    "ERISA" shall mean the Employee
Retirement Income Security Act of 1974, as amended and in effect from time to
time.

     

    "ERISA
Affiliate" shall
mean, with respect to any Person, each trade or business (whether or not
incorporated) which is a member of a group of which that Person is a member and
which is either within a controlled group of corporations or under common
control within the meaning of the regulations promulgated under Section 414 of
the Code and the regulations promulgated thereunder.

     

    "Eurodollar
Advance" shall
mean an Advance bearing interest based on LIBOR.

     

    "Event of
Default" shall
have the meaning set forth in Article
IX hereof.

     

    "Exchange
Act" shall mean
the Securities Exchange Act of 1934, as amended from time to time, and any
successor statute thereto.

     

    "Executive
Officer" shall
mean with respect to any Person, the Chief Executive Officer, the President, any
Vice President, Chief Financial Officer, Treasurer, Secretary and any Person
holding comparable offices or duties.

     

    "Facility" or "Facilities" shall mean the Revolving
Loan Commitment and Revolving Loans, as the context may indicate.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    "Funded
Debt" shall mean
all Indebtedness for money borrowed, Indebtedness evidenced or secured by
purchase money liens, Capitalized Lease Obligations, conditional sales contracts
and similar title retention debt instruments (regardless of when such
Indebtedness matures). The calculation of Funded Debt shall include (without
duplication) (a) all Funded Debt of the Consolidated Companies, (b) all Funded
Debt of other Persons, other than Subsidiaries, which has been guaranteed by a
Consolidated Company, which is supported by a letter of credit issued for the
account of a Consolidated Company, or as to which and to the extent a
Consolidated Company or its assets have otherwise become liable for payment
thereof, (c) all Indebtedness for money borrowed by the Consolidated Companies
pursuant to lines of credit or revolving credit facilities (regardless of the
term thereof), and (d) all Subordinated Debt.

     

    "Funded
Debt to EBITDA Ratio"
shall mean as of the applicable date, the ratio of (a) Funded Debt to (b)
Consolidated EBITDA for the Consolidated Companies, on a consolidated
basis.

     

    "GAAP" shall mean generally
accepted accounting principles in the United States of America, as 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 of in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

     

    "Guaranteed
Indebtedness"
shall mean, as to any Person, any obligation of such Person guaranteeing
any indebtedness, lease, dividend, or other obligation ("primary obligation") of
any other Person (the "primary obligor") in any manner including, without
limitation, any obligation or arrangement of such Person:  (a) to
purchase or repurchase any such primary obligation; (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 or any balance sheet condition of the
primary obligor; (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation; (d) to
indemnify the owner of such primary obligation against loss in respect thereof;
(e) by which and to the extent said Person or its assets have otherwise become
liable for payment of any such primary obligation; or (f) supporting a letter of
credit issued for the account of said primary obligor.

     

    "Hazardous
Materials" shall
mean oil, petroleum or chemical liquids or solids, liquid or gaseous products,
asbestos, or any other hazardous waste or Hazardous Substances, including,
without limitation, hazardous medical waste or any other substance described in
any Hazardous Materials Law.

     

    "Hazardous
Materials Law"
shall mean the Comprehensive Environmental Response Compensation and
Liability Act as amended by the Superfund Amendments and Reauthorization Act, 42
U.S.C. §9601, the Resource Conservation and Recovery Act, 42 U.S.C. §6901, the
state hazardous waste laws, as such laws may from time to time be in effect, and
related regulations, and all similar laws and regulations.

     

    "Hazardous
Substances" has
the meaning assigned to that term in CERCLA.

     

    "Indebtedness" of any Person shall mean,
without duplication:  (a) all obligations of such Person which in
accordance with GAAP would be shown on the balance sheet of such Person as a
liability (including, without limitation, obligations for borrowed money and for
the deferred purchase price of property or services, obligations evidenced by
bonds, debentures, notes or other similar instruments, and contingent
reimbursement obligations under undrawn letters of credit); (b) all Capitalized
Lease Obligations; (c) all Guaranteed Indebtedness of such Person;
(d) Indebtedness of others secured by any Lien upon property owned by such
Person, whether or not assumed; and (e) obligations or other liabilities under
currency contracts, interest rate hedging contracts, or similar agreements or
combination thereof.  Earnout Payments shall not be considered
Indebtedness.

     

    "Insurance
Company Payables" shall be payables due an insurance company from the
Borrower or any of its Subsidiaries which arise from time to time in the
ordinary and normal course of business.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    "Intangible
Assets" shall mean those assets of the Consolidated Companies which are
(a) deferred assets, other than prepaid insurance and prepaid taxes; (b)
patents, copyrights, trademarks, trade names, franchises, good will,
experimental expenses and other similar assets which would be classified as
"intangible
assets" under GAAP; and (c) treasury stock. 

     

    "Intercompany
Credit Documents"
shall mean, collectively, the promissory notes and all related loan,
subordination, and other agreements, to the extent that they exist, relating in
any manner to the Intercompany Loans.

     

    "Intercompany
Loans" shall
mean, collectively, (a) the loans more particularly described on Schedule
6.22, and (b) those loans or other extensions of credit from time to time
made by any Consolidated Company to another Consolidated Company satisfying the
terms and conditions set forth in Section
8.1(e) or as may otherwise be approved in writing by the
Lender.

     

    "Interest
Period" shall
mean with respect to Eurodollar Advances, the period of 1, 2, or 3 months
selected by the Borrower under Section
4.4 hereof.

     

    "Investment" shall mean, when used with
respect to any Person, any direct or indirect advance, loan or other extension
of credit (other than the creation of receivables in the ordinary course of
business) or capital contribution by such Person (by means of transfers of
property to others or payments for property or services for the account or use
of others, or otherwise) to any Person, or any direct or indirect purchase or
other acquisition by such Person of, or of a beneficial interest in, capital
stock, partnership interests, bonds, notes, debentures or other securities
issued by any other Person.

     

    "LC
Commitment" shall
mean that portion of the Revolving Loan Commitment that may be used by the
Credit Parties for the issuance of Letters of Credit under this Facility in an
aggregate face amount not to exceed the smaller of (a) $10,000,000, or (b)
that the difference at any time between (i) the total Revolving Loan Commitment,
and (ii) the total amount outstanding at that time of all Revolving
Loans.  The LC Commitment shall be a "sublimit" for the total Revolving Loan
Commitment.

     

    "LC
Disbursement"
shall mean a draft paid by the Lender pursuant to a Letter of Credit and any
taxes, fees, charges, or other costs or expenses incurred by the Lender in
connection with such payments.

     

    "LC
Documents" shall
mean the Letters of Credit and all applications, agreements and instruments
relating to the Letters of Credit.

     

    "LC
Exposure" shall
mean, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time, plus (b) the aggregate amount
of all LC Disbursements that have not been reimbursed by or on behalf of the
Credit Parties at such time.

     

    "Lender" or "Lender" shall mean SunTrust Bank and
each assignee thereof, if any.

     

    "Lending
Office" shall
mean for the Lender the office the Lender may designate in writing from time to
time to Borrower with respect to each Type of Loan.

     

    "Letter of
Credit" shall
mean any standby letters of credit or trade letters of credit issued pursuant to
Section 2.9
by Lender for the account of the Borrower under the LC Commitment.

     

    "Letter of
Credit Margin Fee" shall mean the fee to be
paid by the Borrower from time to time based on the outstanding Letters of
Credit pursuant to Section
4.5(c) hereof.

     

    "LIBOR" shall mean, for any Interest
Period, the offered rates for deposits in U.S. Dollars for a period comparable
to the Interest Period appearing on the Reuters Screen LIBOR Page as of 11:00
a.m., (London, England time), on the day that is two (2) Business Days prior to
the first day of the Interest Period.  If two (2) or more of such
rates appear on the Reuters Screen LIBOR Page, the rate for that Interest Period
will be the arithmetic mean of such rates, rounded, if necessary, to the next
higher 1/16 of 1.0%; and in either case as such rates may be adjusted for any
applicable reserve requirements. If the foregoing rate is unavailable from the
Reuters Screen for any reason, then such rate shall be determined by the Lender
from any other interest rate reporting service of recognized standing designated
in writing by the Lender to Borrower and the Lender; in any such case rounded,
if necessary, to the next higher 1/16 of 1.0%, if the rate is not such a
multiple.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    "LIBOR
Advance Rate"
shall mean, with respect to each Interest Period for a Eurodollar
Advance, the rate obtained by adding (a) LIBOR for such Interest Period plus
(b) the Applicable Margin for a Eurodollar Advance.

     

    "Lien" shall mean any mortgage,
pledge, security interest, encumbrance, lien or charge of any kind or
description and shall include, without limitation, any agreement to give any of
the foregoing, any conditional sale or other title retention agreement, any
capitalized lease in the nature thereof including any lease or similar
arrangement with a public authority executed in connection with the issuance of
industrial development revenue bonds or pollution control revenue bonds, and the
filing of or agreement to give any financing statement under the Uniform
Commercial Code of any jurisdiction.

     

    "Loan" or
"Loans" shall
mean, collectively, the Revolving Loans.

     

    "Margin
Regulations"
shall mean Regulation T, Regulation U and Regulation X of the Board of
Governors of the Federal Reserve System, as the same may be in effect from time
to time.

     

    "Material
Place of Business"
shall mean the Places of business set forth in Schedule
6.28(b) hereto and any
other or new Place of Business which is either (a) owned by a Consolidated
Company, or (b) leased by a Consolidated Company, at which the Consolidated
Company has at said location tangible personal property which is material to the
operations of that Consolidated Company.

     

    "Materially
Adverse Effect"
shall mean the occurrence of an event which could reasonably be expected
to cause a materially adverse change in (a) the business, results of operations,
financial condition, assets or prospects of the Consolidated Companies, taken as
a whole, (b) the ability of the Borrower to perform its obligations under this
Agreement, or (c) the ability of the Credit Parties (taken as a whole) to
perform their respective obligations under the Credit Documents.

     

    "Maturity
Date" shall mean
the earlier of (a) June 3, 2013, and (b) the date on which all amounts
outstanding under this Agreement have been declared or have automatically become
due and payable pursuant to the provisions of Article
IX hereof.

     

    "Multi-Employer
Plan" shall have
the meaning set forth in Section 4001(a)(3) of ERISA.

     

    "Note" shall mean, individually or
collectively, as the context may require, the Revolving Credit Note either as
originally executed and as the same may be from time to time supplemented,
modified, amended, renewed or extended.

     

    "Notice of
Borrowing" shall
have the meaning provided in Section
4.1 hereof, the form of which is reasonably acceptable to
Lender.

     

    "Notice of
Conversion/Continuation"
shall have the meaning provided in Section
4.1 hereof, the form of which is reasonably acceptable to
Lender.

     

    "Obligations" shall mean all amounts owing
to the Lender pursuant to the terms of this Agreement or any other Credit
Document, including without limitation, all Loans (including all principal and
interest payments due thereunder), fees (including reasonable attorneys' fees as
permitted under any Credit Document), expenses, indemnification and
reimbursement payments (including any reimbursement obligation with respect to
any letter of credit, if drawn upon after any Event of Default which has
occurred and is continuing), indebtedness, liabilities, and obligations of the
Credit Parties, direct or indirect, absolute or contingent, liquidated or
unliquidated, now existing or hereafter arising, together with all renewals,
extensions, modifications or refinancings thereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    "PBGC" shall mean the Pension
Benefit Guaranty Corporation, and any successor thereto.

     

    "Permitted
Acquisitions"
shall mean the acquisition, by merger, consolidation, purchase or otherwise, by
any Consolidated Company of any Person where substantially all the assets or
stock of said Person who is not affiliated with the Borrower are purchased, to
the extent after giving effect to said acquisition, no Event of Default will
occur or be continuing and either (i) the Funded Debt to Consolidated
EBITDA Ratio will not be greater than 2.0:1; or (ii)  the Funded Debt to
Consolidated EBITDA Ratio will be greater than 2.0:1, then, in that event, only
to the extent the aggregate value of said acquisitions after said 2.0:1 Ratio is
met is not greater than $150,000,000.

     

    "Permitted
Liens" shall mean
those Liens expressly permitted by Section
8.2 hereof.

     

    "Person" shall mean any individual,
partnership, joint venture, firm, corporation, trust, unincorporated
association, government or any department or agency thereof, and any other
entity whatsoever..

     

    "Places of
Business" shall
mean those locations owned or leased by any Consolidated Company or at which any
assets of any Consolidated Company are located, as set forth in Schedule
6.28(a) hereto.

     

    "Plan" shall mean any employee
benefit plan, program, arrangement, practice or contract, maintained by or on
behalf of the Borrower or an ERISA Affiliate, which provides benefits or
compensation to or on behalf of employees or former employees, whether formal or
informal, whether or not written, including but not limited to, the following
types of plans:

     

    (a)           Executive
Arrangements - any bonus, incentive compensation, stock option, deferred
compensation, commission, severance, "golden parachute", "rabbi trust", or other
executive compensation plan, program, contract, arrangement or
practice;

     

    (b)           ERISA
Plans - any
"employee benefit plan" defined in Section 3(3) of ERISA, including, but not
limited to, any defined benefit pension plan, profit sharing plan, money
purchase pension plan, savings or thrift plan, stock bonus plan, employee stock
ownership plan, Multi-Employer Plan, or any plan, fund, program, arrangement or
practice providing for medical (including post-retirement medical),
hospitalization, accident, sickness, disability, or life insurance benefits;
and

     

    (c)           Other
Employee Fringe Benefits
- any stock purchase, vacation, scholarship, day care, prepaid legal
services, severance pay or other fringe benefit plan, program, arrangement,
contract or practice.

     

    "Regulation
D" shall mean
Regulation D of the Board of Governors of the Federal Reserve System, as the
same may be in effect from time to time.

     

    "Requirement
of Law" for any
Person shall mean the articles or 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.

     

    "Reuters
Screen" shall mean, when used in connection with any designated page and
LIBOR, the display page so designated on the Reuters Monitor Money Rates Service
(or such other page as may replace that page on that service for the purpose of
displaying rates comparable to LIBOR).

     

    "Revolving
Loans" shall
mean, collectively,
the revolving credit loans made to Borrower by the Lender pursuant to Section
2.1 hereof.

     

    "Revolving
Loan Commitment"
shall mean the amount of $50,000,000 as the same may be increased or
decreased from time to time as a result of any reduction thereof pursuant to
Section
2.4 or Section
2.5 hereof, or any amendment thereof pursuant to Section
11.2 hereof.  The LC Commitment shall be deemed to be a
sublimit under this Revolving Loan Commitment.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    "Shareholders'
Equity" shall
mean, with respect to any Person as at any date of determination, the
shareholders' equity of such Person, determined on a consolidated basis in
conformity with GAAP.

     

    "Statement
Date" shall mean
the last day of the fiscal quarter of Borrower to which the quarterly financial
statements relate as delivered from time to time by the Borrower under Section
7.7(b) hereof.

     

    "Subordinated
Debt" shall mean
all present and future Indebtedness of Borrower and its Subsidiaries to any
Person other than to the Lender under this Agreement, and which Indebtedness is
subordinated to all Obligations due the Lender under this Agreement on terms and
conditions satisfactory in all respects to the Lender including without
limitation, with respect to interest rates, payment terms, maturities,
amortization schedules, covenants, defaults, remedies, collateral and
subordination provisions, as evidenced by the written approval of the Lender,
including, if required by the Lender, a separate subordination agreement from
the holder of said Debt to the Lender.

     

    "Subsidiary" shall mean, with respect to
any Person, any corporation or other entity (including, without limitation,
partnerships, joint ventures, and associations) regardless of its jurisdiction
of organization or formation, at least a majority of the combined voting power
of all classes of voting stock or other ownership interests of which shall, at
the time as of which any determination is being made, be owned by such Person,
either directly or indirectly through one or more other
Subsidiaries.

     

    "Tangible
Assets" shall
mean all assets of the Consolidated Companies, all as determined in accordance
with GAAP, but excluding Intangible Assets.

     

    "Tangible
Net Worth" shall
mean the excess of (a) Tangible Assets over (b) Total Liabilities.

     

    "Taxes" shall mean any present or
future taxes, levies, imposts, duties, fees, assessments, deductions,
withholdings or other charges of whatever nature, including without limitation,
income, receipts, excise, property, sales, transfer, license, payroll,
withholding, social security and franchise taxes now or hereafter imposed or
levied by the United States, or any state, local or foreign government or by any
department, agency or other political subdivision or taxing authority thereof or
therein and all interest, penalties, additions to tax and similar liabilities
with respect thereto.

     

    "Total
Liabilities" or "Liabilities"
shall mean all liabilities and obligations of the Consolidated Companies, all as
determined in accordance with GAAP, and shall include Funded Debt and current
liabilities.

     

    "Type" of Borrowing shall mean a
Borrowing consisting of Base Rate Advances or Eurodollar Advances.

     

    "Upfront
Fee" shall mean
the amount of $50,000.

     

    "Wholly
Owned Subsidiary"
shall mean any Subsidiary, all the stock or ownership interest of every
class of which, except directors' qualifying shares, shall, at the time as of
which any determination is being made, be owned by Borrower either directly or
indirectly.

     

    Section
1.2  Accounting Terms and
Determination. Unless otherwise defined or
specified herein, all accounting terms shall be construed herein, all accounting
determinations hereunder shall be made, all financial statements required to be
delivered hereunder shall be prepared, and all financial records shall be
maintained in accordance with, GAAP.

     

    Section
1.3  Other
Definitional Terms. The words "hereof", "herein"
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 Article, Section, Schedule, Exhibit and like references are to
this Agreement unless otherwise specified.

     

    Section
1.4  Exhibits and
Schedules. All Exhibits and Schedules
attached hereto are by reference made a part hereof.

     

    
      
        
        

      

      
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    ARTICLE
II

     

    REVOLVING
LOANS

     

    Section
2.1  Commitment: Use of
Proceeds.

     

    (a)           Subject
to and upon the terms and conditions herein set forth, the Lender agrees to make
to Borrower from time to time on and after the Closing Date, but prior to the
Maturity Date, Revolving Loans in an aggregate amount outstanding at any time
not to exceed the Lender's Revolving Loan Commitment. Borrower shall be entitled
to borrow, repay and reborrow Revolving Loans in accordance with the provisions
hereof.

     

    (b)           Each
Revolving Loan shall, at the option of Borrower, be made or continued as, or
converted into, part of one or more Borrowings that shall consist entirely of
Base Rate Advances or Eurodollar Advances. The aggregate principal amount of
each Borrowing of Revolving Loans shall in the case of Eurodollar Advances be
not less than $5,000,000 or a greater integral multiple of $1,000,000, and in
the case of Base Rate Advances shall be not less than $1,000,000 or a greater
integral multiple of $100,000, or in such lesser Loan amounts as shall then
equal the unused amount of the Revolving Loan Commitment. At no time shall the
number of Borrowings made as Eurodollar Advances then outstanding under this
Article II exceed eight; provided that, for the purpose of determining the
number of Borrowings outstanding and the minimum amount for Borrowings resulting
from continuations, all Borrowings of Base Rate Advances under the Revolving
Loan shall be considered as one Borrowing. The parties hereto agree that
(i) the aggregate principal balance of the Revolving Loans shall not exceed
the Revolving Loan Commitment, and (ii) Lender shall not be obligated to make
Revolving Loans in excess of its Revolving Loan Commitment.

     

    (c)           The
proceeds of the Revolving Loans shall be used solely for the following
purposes:

     

    (i)           To
finance Permitted Acquisitions as described herein;

     

    (ii)          For
working capital and for other general corporate purposes, including capital
expenditures of the Consolidated Companies;

     

    (iii)         To
refinance and pay off in full any Funded Debt in existence as of Closing
Date;

     

    (iv)         To
pay all transaction fees and expenses incurred in connection with this facility
including Closing Fees and costs and expenses, including attorneys' fees, of the
Lender, and, with the consent of the Lender, costs and expenses, including
attorneys' fees, of the Borrower; and

     

    (v)          To
pay other fees to the Lender from time to time under this Agreement including
Availability Fees.

     

    Section
2.2  Notes;
Repayment of Principal.

     

    (a)           Borrower's
obligations to pay the principal of, and interest on, the Revolving Loans to the
Lender shall be evidenced by the records of the Lender and by the Note payable
to the Lender completed in conformity with this Agreement.

     

    (b)           All
outstanding principal amounts under the Revolving Loans shall be due and payable
in full on the Maturity Date.

     

    
      
        
        

      

      
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    Section
2.3  Payment
of Interest.

     

    (a)           Borrower
agrees to pay interest in respect of all unpaid principal amounts of the
Revolving Loans from the respective dates such principal amounts were advanced
to maturity (whether by acceleration, notice of prepayment or otherwise) at
rates per annum (computed on the basis of a 365 day year for the actual number
of days elapsed) equal to the applicable rates indicated below:

     

    (i)           For
Base Rate Advances - The Base Advance Rate in effect from time to time;
and

     

    (ii)          For
Eurodollar Advances - The relevant LIBOR Advance Rate.

     

    (b)           Interest
on each Loan shall accrue from and including the date of such Loan to but
excluding the date of any repayment thereof; provided
that,
if a Loan is repaid on the same day made, one day's interest shall be paid on
such Loan.  Interest on all outstanding Base Rate Advances shall be
payable quarterly in arrears on the last calendar day of each fiscal quarter of
Borrower in each year.  Interest on all outstanding Eurodollar
Advances shall be payable on the last day of each Interest Period applicable
thereto provided, however, if the Interest Period is
longer than three (3) months, then the interest will be paid on the last day of
each three (3) month period prior to the expiration of the applicable Interest
Period.  Interest on all Loans shall be payable on any conversion of
any Advances comprising such Loans into Advances of another type and, on the
Maturity Date.

     

    Section
2.4  Increase in Revolving Loan
Commitment up to $100,000,000.  Subject
to Lender's specific written approval, in its discretion, the Borrower may
increase the Revolving Loan Commitment by an additional aggregate amount of
$50,000,000 (to a total aggregate amount of $100,000,000) from time to time
during the term of this Agreement.  In order to request said increase,
the Borrower shall so notify the Lender in writing as to the amount of such
increase (which must be in increments of $10,000,000 or a multiple thereof) and
the Lender will advise the Borrower thereafter if the Lender, in its discretion,
is willing to so increase the Revolving Loan Commitment.  Should the
Lender agree to do so, then the parties will execute such documents as the
Lender may require to reflect said increase including, but not limited to, an
amendment to this Agreement as well as a further promissory note to reflect said
increase, if needed.  In addition, the Borrower shall pay to the
Lender on the amount of said increase an additional Upfront Fee equal to ten
(10) basis points (0.10%) of said additional amount.

     

    Section
2.5  Reduction of Revolving Loan
Commitments.

     

    (a)           The
Borrower prior to the Maturity Date shall have the right in the manner set forth
below to reduce (but not increase) the Revolving Loan Commitment.

     

    (b)           The
Borrower, if it desires to reduce the Revolving Loan Commitment, must
(i) give thirty (30) Business Day's notice to the Lender setting forth the
amount which the Borrower desires to have as the Revolving Loan Commitment,
which said amount may not be less than the principal amount then outstanding on
the Revolving Loans, and (ii) pay to the Lender within said thirty (30) day
period any Availability Fee due at the time of said reduction on that portion of
the Revolving Loan Commitment which is being so reduced. Said reduction shall be
effective at the end of said thirty Business Day period and upon the payment of
said Availability Fee.

     

    (c)           Any
reduction must be in the minimum amount of $1,000,000 or a greater integral
multiple of $500,000.

     

    
      
        
        

      

      
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    Section
2.6  Letters
of Credit.

     

    (a)           During
the term of this Agreement and provided no Event of Default has occurred and is
continuing, the Lender pursuant to this Section, agrees to issue, at the request
of a Credit Party, Letters of Credit for the account of the Credit Party on the
terms and conditions hereinafter set forth; provided,
that (i) each Letter of Credit shall expire on the earlier of (A) the
date one year after the date of issuance of such standby letter of credit or the
date 210 days after the issuance of such trade letter of credit (or in the case
of any renewal or extension thereof, one year or 210 days, respectively, after
such renewal or extension) and (B) the date that is five (5) Business Days
prior to the Maturity Date; (ii) each Letter of Credit shall be in a stated
amount of at least $10,000.00; and (iii) a Credit Party may not request any
Letter of Credit, if, after giving effect to such issuance (A) the
aggregate LC Exposure would exceed the LC Commitment, or (B) the aggregate
LC Exposure, plus
the aggregate outstanding Revolving Loans would exceed the total Revolving Loan
Commitment.

     

    (b)           To
request the issuance of a Letter of Credit (or any amendment, renewal or
extension of an outstanding Letter of Credit), a Credit Party shall give the
Lender irrevocable written notice at least three (3) Business Days prior to the
requested date of such issuance specifying the date (which shall be a Business
Day) such Letter of Credit is to be issued (or amended, extended or renewed, as
the case may be), the expiration date of such Letter of Credit, 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, amend, renew or extend such Letter of Credit. In addition to the
satisfaction of the conditions in Article IV,
the issuance of such Letter of Credit (or any amendment which increases the
amount of such Letter of Credit) will be subject to the further conditions that
such Letter of Credit shall be in such form and contain such terms as the Lender
shall approve, and that the Credit Party shall have executed and delivered any
additional applications, agreements and instruments relating to such Letter of
Credit as the Lender shall reasonably require; provided,
that in the event of any conflict between such applications, agreements or
instruments and this Agreement, the terms of this Agreement shall
control.

     

    (c)           Each
Letter of Credit shall be subject to the Uniform Customs and Practices for
Documentary Credits (2007 Revision), International Chamber of Commerce
Publication No. 600,  (or such later revision as may be published
by the International Chamber of Commerce on any date any Letter of Credit may be
issued) and, to the extent not inconsistent therewith, the governing law of this
Agreement set forth in Section 11.7;
provided,
however,
if agreed to by the Lender and the Borrower, a Letter of Credit and performance
under Letters of Credit by the Lender, its correspondents, and the beneficiaries
thereof will be governed by the rules of the "International Standby Practices
1998" (ISP98), International Chamber of Commerce Publication No. 590 (or such
later revision as may be published by the International Chamber of Commerce on
any date any Letter of Credit may be issued) and to the extent not inconsistent
therewith, the governing law of this Agreement set forth in Section 11.7.  Unless
the Lender and the Borrower otherwise agree, the "International Standby
Practices 1998" shall be applicable to  standby letters of credit and
the Uniform Customs and Practices for Documentary Credits shall be applicable to
trade letters of credit.

     

    
      
        
        

      

      
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    ARTICLE
III

     

    This
Article is not Applicable

     

    ARTICLE
IV

     

    GENERAL
LOAN TERMS

     

    Section
4.1  Funding
Notices.

     

    (a)           Whenever
Borrower desires to make a Borrowing, it shall give the Lender prior written
notice (or telephonic notice promptly confirmed in writing) of such Borrowing (a
"Notice of
Borrowing"), such Notice of Borrowing to be given prior to 11:00 A.M.
(local time for the Lender) at its Lending Office (i) one (1) Business Day prior
to the requested date of such Borrowing in the case of Base Rate Advances, and
(ii) two (2) Business Days prior to the requested date of such Borrowing in the
case of Eurodollar Advances. Notices received after 11:00 A.M. shall be deemed
received on the next Business Day. Each Notice of Borrowing shall be irrevocable
and shall specify the aggregate principal amount of the Borrowing, the date of
Borrowing (which shall be a Business Day), and whether the Borrowing is to
consist of Base Rate Advances or Eurodollar Advances and (in the case of
Eurodollar Advances) the Interest Period to be applicable thereto.

     

    (b)           Whenever
Borrower desires to convert one or more Borrowings of one Type into one or more
Borrowings of another Type, or to continue outstanding a Borrowing consisting of
Eurodollar Advances for a new Interest Period, it shall give Lender prior
written notice (or telephonic notice promptly confirmed in writing) of each such
Borrowing to be converted or continued, such Notice of Conversion/Continuation
to be given prior to 11:00 A.M. (local time for the Lender) at its Lending
Office (i) one (1) Business Day prior to the requested date of such Borrowing in
the case of the continuation into a Base Rate Advance, and (ii) two (2) Business
Days prior to the requested date of such Borrowing in the case of a continuation
of or conversion into Eurodollar Advances. Notices received after 11:00 A.M.
shall be deemed received on the next Business Day. Each such Notice of
Conversion/Continuation shall be irrevocable and shall specify the aggregate
principal amount of the Borrowing to be converted or continued, the date of such
conversion or continuation (which shall be a Business Day), whether the
Borrowing is being converted into or continued as Eurodollar Advances and (in
the case of Eurodollar Advances) the Interest Period applicable thereto. If,
upon the expiration of any Interest Period in respect of any Borrowing, Borrower
shall have failed to deliver the Notice of Conversion/Continuation, Borrower
shall be deemed to have elected to continue such Borrowing as a Eurodollar
Advance for the same interest Period then applicable to said Borrowing. No
conversion of any Borrowing of Eurodollar Advances shall be permitted except on
the last day of the Interest Period in respect thereof.

     

    (c)           Without
in any way limiting Borrower's obligation to confirm in writing any telephonic
notice, the Lender may act without liability upon the basis of telephonic notice
believed by the Lender in good faith to be from Borrower prior to receipt of
written confirmation. In each such case, Borrower hereby waives the right to
dispute the Lender's record of the terms of such telephonic notice.

     

    Section
4.2  Disbursement of
Funds. The Lender will make
available the amount of such Borrowing in immediately available funds at the
Lending Office of the Lender by crediting such amounts to Borrower's demand
deposit account maintained with the Lender by the close of business on such
Business Day.

     

    Section
4.3  Interest; Default, Payment
and Determination. Overdue principal and, to
the extent not prohibited by applicable law, overdue interest, in respect of the
Revolving Loans, and all other overdue amounts owing hereunder, shall bear
interest from each date that such amounts are overdue, at the higher of the
following rates:

     

    
      
        
        

      

      
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    (a)           Base
Advance Rate plus an additional two percent (2.0%) per annum; or

     

    (b)           The
interest rate otherwise applicable to said amount plus an additional two percent
(2.0%) per annum.

     

    Section
4.4  Interest
Periods.   In connection
with the making or continuation of, or conversion into, each Eurodollar Advance,
Borrower shall select an Interest Period to be applicable to such Eurodollar
Advance, which Interest Period shall be a 1, 2 or 3 month period; provided
that:

     

    (a)           The
initial Interest Period for any Borrowing of Eurodollar Advances shall commence
on the date of such Borrowing and each Interest Period occurring thereafter in
respect of such Borrowing shall commence on the day on which the next preceding
Interest Period expires;

     

    (b)           If
any Interest Period would otherwise expire on a day which is not a Business Day,
such Interest Period shall expire on the next succeeding Business
Day;

     

    (c)           Any
Interest Period in respect of Eurodollar Advances which begins on a day for
which there is no numerically corresponding day in the calendar month at the end
of such Interest Period shall, subject to part (iv) below, expire on the last
Business Day of such calendar month; and

     

    (d)           No
Interest Period shall extend beyond the Maturity Date.

     

    Section
4.5  Fees.

     

    (a)           Borrower
shall pay to the Lender the Availability Fee for the period commencing on the
Closing Date to and including the Maturity Date, such Fee being payable (i)
quarterly in arrears on the last calendar day of each fiscal quarter of Borrower
and on the Maturity Date, and (ii) at the time of any reduction in the Revolving
Loan Commitment under Section
2.5 hereof on the amount of said reduction.

     

    (b)           Borrower
shall pay to Lender on or prior to Closing Date, the Upfront Fee.

     

    (c)           Borrower
shall pay to Lender a Letter of Credit Margin Fee for the period commencing on
the Closing Date to and including the Maturity Date, computed at a rate equal to
the Applicable Margin for Eurodollar Advances, based on the Borrower's Funded
Debt to Consolidated EBITDA Ratio, measured quarterly, on the average daily
amount of the total LC Exposure, such fee being payable quarterly in arrears on
the last calendar day of each calendar quarter and on the Maturity
Date.

     

    Section
4.6  Voluntary Prepayments of
Borrowings.

     

    (a)           Borrower
may, at its option, prepay Borrowings consisting of Base Rate Advances at any
time in whole, or from time to time in part, in amounts aggregating $5,000,000
or any greater integral multiple of $1,000,000, by paying the principal amount
to be prepaid together with interest accrued and unpaid thereon to the date of
prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid,
at Borrower's option, in whole, or from time to time in part, in aggregating
$5,000,000 or any greater integral multiple of $1,000,000, by paying the
principal amount to be prepaid, together with interest accrued and unpaid
thereon to the date of prepayment, provided however,
prepayment of Eurodollar Advances may only be made on the last day of an
Interest Period applicable thereto. Each such optional prepayment shall be
applied in accordance with Section
4.6(c) below.

     

    
      
        
        

      

      
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    (b)           Borrower
shall give written notice (or telephonic notice confirmed in writing) to the
Lender of any intended prepayment of the Revolving Loans (i) not less than one
(1) Business Day prior to any prepayment of Base Rate Advances, and (ii) not
less than three (3) Business Days prior to any prepayment of Eurodollar
Advances. Such notice, once given, shall be irrevocable.

     

    (c)           Borrower,
when providing notice of prepayment pursuant to Section
4.6(b) shall designate the Types of Advances and the specific Borrowing
or Borrowings which are to be prepaid, provided
that (i) if any prepayment of Eurodollar Advances made pursuant to a
single Borrowing of the Revolving Loans shall reduce the outstanding Advances
made pursuant to such Borrowing to an amount less than $1,000,000, such
Borrowing shall immediately be converted into Base Rate Advances, and (ii) each
prepayment made pursuant to a single Borrowing shall be applied pro rata among
the Loans comprising such Borrowing.

     

    (d)           In
regard to any Revolving Loan, nothing contained herein shall preclude the
Borrower from prepaying said Loan and thereafter and prior to the Maturity Date
from obtaining any additional or future Advances as a Revolving Loan under Section
2.1 above up to the Revolving Loan Commitment.

     

    Section
4.7  Payments,
etc. 
Except as otherwise specifically provided herein, all payments under this
Agreement and the other Credit Documents, other than the payments specified in
clause (b) below, shall be made without notice, defense, set-off or counterclaim
to the Lender, not later than 11:00 A.M. (local time for the Lender) on the date
when due and shall be made in Dollars in immediately available funds to the
Lender at the Lender's Lending Office.

     

    (a)           (i)           All
such payments shall be made free and clear of and without deduction or
withholding for any Taxes in respect of this Agreement, the Notes or other
Credit Documents, or any payments of principal, interest, fees or other amounts
payable hereunder or thereunder (but excluding any Taxes imposed on the overall
net income of the Lender pursuant to the laws of any jurisdiction). If any Taxes
are so levied or imposed, Borrower agrees (A) to pay the full amount of such
Taxes, and such additional amounts as may be necessary so that every net payment
of all amounts due hereunder and under the Notes and other Credit Documents,
after withholding or deduction for or on account of any such Taxes (including
additional sums payable under this Section
4.7), will not be less than the full amount provided for herein had no
such deduction or withholding been required, (B) to make such withholding or
deduction, and (C) to pay the full amount deducted to the relevant authority in
accordance with applicable law. Borrower will furnish to the Lender within
thirty days after the date the payment of any Taxes is due pursuant to
applicable law, certified copies of tax receipts evidencing such payment by
Borrower. Borrower will indemnify and hold harmless the Lender and reimburse the
Lender upon written request for the amount of any such Taxes (exclusive of any
taxes imposed on the overall net income of the Lender) so levied or imposed and
paid by the Lender and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
were correctly or illegally asserted. A certificate as to the amount of such
payment by the Lender, absent manifest error, shall be final, conclusive and
binding for all purposes.

     

    (b)           Subject
to Section
4.4(b), whenever any payment to be made hereunder or under any Note shall
be stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest thereon shall be payable at the applicable rate
during such extension.

     

    (c)           All
computations of interest and fees shall be made on the basis of a year of 365
days for the actual number of days elapsed (including the first day but
excluding the last day) occurring in the period for which such interest or fees
are payable (to the extent computed on the basis of days elapsed).

     

    
      
        
        

      

      
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    Section
4.8  LIBOR
Rate Not Ascertainable, Etc.  In the event that the
Lender shall have determined (which determination shall be made in good faith
and, absent manifest error, shall be final, conclusive and binding upon all
parties) that on any date for determining LIBOR for any Interest Period, by
reason of any changes arising after the date of this Agreement affecting the
London interbank market or the Lender's position in such markets, adequate and
fair means do not exist for ascertaining the applicable interest rate on the
basis provided for in the definition of LIBOR then, and in any such event, the
Lender shall forthwith give notice (by telephone confirmed in writing) to
Borrower of such determination and a summary of the basis for such
determination. Until the Lender notifies Borrower that the circumstances giving
rise to the suspension described herein no longer exist (which Lender agrees to
give as soon as conditions warrant), the obligations of the Lender to make or
permit portions of the Revolving Loans to remain outstanding past the last day
of the then current Interest Periods as Eurodollar Advances, shall be suspended,
and such affected Advances shall bear the same interest as Base Rate
Advances.

     

    Section
4.9  Illegality.

     

    (a)           In
the event that the Lender shall have determined (which determination shall be
made in good faith and, absent manifest error, shall be final, conclusive and
binding upon all parties) at anytime that the making or continuance of any
Eurodollar Advance has become unlawful by compliance by the Lender in good faith
with any applicable law, governmental rule, regulation, guideline or order
(whether or not having the force of law and whether or not failure to comply
therewith would be unlawful), then, in any such event, the Lender shall give
prompt notice (by telephone confirmed in writing) to Borrower of such
determination and a summary of the basis for such determination.

     

    (b)           Upon
the giving of the notice to Borrower referred to in subsection (a) above,
(i) Borrower's right to request and the Lender's obligation to make
Eurodollar Advances shall be immediately suspended, and the Lender shall make an
Advance as part of the requested Borrowing of Eurodollar Advances as a Base Rate
Advance, which Base Rate Advance shall, for all other purposes, be considered
part of such Borrowing, and (ii) if the affected Eurodollar Advance or Advances
are then outstanding, Borrower shall immediately, or if permitted by applicable
law, no later than the date permitted thereby, upon at least one Business Day's
written notice to the Lender, convert each such Advance into an Advance or
Advances of a different Type with an Interest Period ending on the date on which
the Interest Period applicable to the affected Eurodollar Advances
expires.

     

    Section
4.10  Increased
Costs.

     

    (a)           If,
by reason of after the date hereof, (x) the introduction of or any change
(including, without limitation, any change by way of imposition or increase of
reserve requirements) in or in the interpretation of any law or regulation, or
(y) the compliance with any guideline or request from any central bank or other
governmental authority or quasi governmental authority exercising control over
banks or financial institutions generally (whether or not having the force of
law):

     

    (i)           the
Lender (or its applicable Lending Office) shall be subject to any tax, duty or
other charge with respect to its Eurodollar Advances or its obligation to make
Eurodollar Advances, or the basis of taxation of payments to the Lender of the
principal of or interest on its Eurodollar Advances or its obligation to make
Eurodollar Advances shall have changed (except for changes in the tax on the net
income or profits of the Lender or its applicable Lending Office imposed by any
jurisdiction); or

     

    (ii)          any
reserve (including, without limitation, any imposed by the Board of Governors of
the Federal Reserve System), special deposit or similar requirement against
assets of, deposits with or for the account of, or credit extended by, the
Lender's applicable Lending Office shall be imposed or deemed applicable or any
other condition affecting its Eurodollar Advances or its obligation to make
Eurodollar Advances shall be imposed on the Lender or its applicable Lending
Office or the London interbank market or the United States secondary certificate
of deposit market;

     

    
      
        
        

      

      
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    and as a
result thereof there shall be any increase in the cost to the Lender of agreeing
to make or making, funding or maintaining Eurodollar Advances (except to the
extent already included in the determination of the applicable LIBOR Advance
Rate for Eurodollar Advances), or there shall be a reduction in the amount
received or receivable by the Lender or its applicable Lending Office, then
Borrower shall from time to time (subject, in the case of certain Taxes, to the
applicable provisions of Section
4.7(b)), upon written notice from and demand by the Lender on Borrower
pay to the Lender within five Business Days after the date of such notice and
demand, additional amounts sufficient to indemnify the Lender against such
increased cost. A certificate as to the amount of such increased cost, submitted
to Borrower by the Lender in good faith and accompanied by a statement prepared
by the Lender describing in reasonable detail the basis for and calculation of
such increased cost, shall, except for manifest error, be final, conclusive and
binding for all purposes.

     

    (b)           If
the Lender, because of the circumstances described in clauses (x) or (y) in
Section 4.10(a)
or any other circumstances beyond the Lender's reasonable control arising after
the date of this Agreement affecting the Lender or the London interbank market
or the Lender's position in such markets, the LIBOR Advance Rate, as determined
by the Lender, will not adequately and fairly reflect the cost to the Lender of
funding its Eurodollar Advances, then, and in any such event:

     

    (i)           The
Lender shall forthwith give notice (by telephone confirmed in writing) to
Borrower;

     

    (ii)          Borrower's
right to request and the Lender's obligation to make or permit portions of the
Loans to remain outstanding past the last day of the then current Interest
Periods as Eurodollar Advances, shall be immediately suspended; and

     

    (iii)         The
Lender shall make a Loan as part of any requested Borrowing of Eurodollar
Advances, as a Base Rate Advance, which such Base Rate Advance shall, for all
other purposes, be considered part of such Borrowing.

     

    Section
4.11  This
Section is not applicable.

     

    Section
4.12  Funding
Losses. Borrower shall compensate
the Lender, upon its written request to Borrower (which request shall set forth
the basis for requesting such amounts in reasonable detail and which request
shall be made in good faith and, absent manifest error, shall be final,
conclusive and binding upon all of the parties hereto), for all losses, expenses
and liabilities (including, without limitation, any interest paid by the Lender
to lenders of funds borrowed by it to make or carry its Eurodollar Advances, in
either case to the extent not recovered by the Lender in connection with the
reemployment of such funds and including loss of anticipated profits), which the
Lender may sustain: (a) if for any reason (other than a default by the Lender) a
borrowing of, or conversion to or continuation of, Eurodollar Advances to
Borrower does not occur on the date specified therefor in a Notice of Borrowing
or Notice of Conversion (whether or not withdrawn); (b) if any repayment
(including mandatory prepayments and any conversions pursuant to Section
4.9(b)) of any Eurodollar Advances to Borrower occurs on a date which is
not the last day of an Interest Period applicable thereto; or (c), if, for any
reason, Borrower defaults in its obligation to repay its Eurodollar Advances
when required by the terms of this Agreement.

     

    Section
4.13  Assumptions Concerning
Funding of Eurodollar Advances. Calculation of all amounts
payable to the Lender under this Article
IV shall be made as though the Lender had actually funded its relevant
Eurodollar Advances through the purchase of deposits in the relevant market
bearing interest at the rate applicable to such Eurodollar Advances in an amount
equal to the amount of the Eurodollar Advances and having a maturity comparable
to the relevant Interest Period and, in the case of Eurodollar Advances, through
the transfer of such Eurodollar Advances from an offshore office of the Lender
to a domestic office of the Lender in the United States of America; provided,
however,
that the Lender may fund each of its Eurodollar Advances in any manner it sees
fit and the foregoing assumption shall be used only for calculation of amounts
payable under this Article
IV.

     

    
      
        
        

      

      
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    Section
4.14  This
Section is not applicable.

     

    Section
4.15  This
Section is not applicable.

     

    Section
4.16  Capital
Adequacy. Without limiting any other
provision of this Agreement, in the event that the Lender shall have determined
that the adoption of any law, treaty, governmental (or quasi-governmental) rule,
regulation, guideline or order regarding capital adequacy not currently in
effect or fully applicable as of the Closing Date, or any change therein or in
the interpretation or application thereof after the Closing Date, or compliance
by the Lender with any request or directive regarding capital adequacy not
currently in effect or fully applicable as of the Closing Date (whether or not
having the force of law and whether or not failure to comply therewith would be
unlawful) from a central bank or governmental authority or body having
jurisdiction, does or shall have the effect of reducing the rate of return on
the Lender's capital as a consequence of its obligations hereunder to a level
below that which the Lender could have achieved but for such law, treaty, rule,
regulation, guideline or order, or such change or compliance (taking into
consideration the Lender's policies with respect to capital adequacy by an
amount deemed by the Lender to be material, then within ten Business Days after
written notice and demand by the Lender, Borrower shall from time to time pay to
the Lender additional amounts sufficient to compensate the Lender for such
reduction (but, in the case of outstanding Base Rate Advances, without
duplication of any amounts already recovered by the Lender by reason of an
adjustment in the applicable Base Rate). Each certificate as to the amount
payable under this Section
4.16 (which certificate shall set forth the basis for requesting such
amounts in reasonable detail), submitted to Borrower by the Lender in good
faith, shall, absent manifest error, be final, conclusive and binding for all
purposes.

     

    Section
4.17  This
Section is not applicable.

     

    Section
4.18  Limitation on Certain
Payment Obligations.

     

    (a)           The
Lender shall make written demand on Borrower for indemnification or compensation
pursuant to Section
4.7 no later than ninety (90) days after the earlier of (i) the date on
which the Lender makes payment of such Taxes, and (ii) the date on which the
relevant taxing authority or other governmental authority makes written demand
upon the Lender for payment of such Taxes.

     

    (b)           The
Lender shall make written demand on Borrower for indemnification or compensation
pursuant to Sections
4.12 and 4.13
no later than ninety (90) days after the event giving rise to the claim for
indemnification or compensation occurs.

     

    (c)           The
Lender shall make written demand on Borrower for indemnification or compensation
pursuant to Sections
4.10 and 4.16
no later than ninety (90) days after the Lender receives actual notice or
obtains actual knowledge of the promulgation of a law, rule, order or
interpretation or occurrence of another event giving rise to a claim pursuant to
such sections.

     

    (d)           In
the event that the Lender fails to give Borrower notice within the time
limitations prescribed in (a) or (b) above, Borrower shall not have any
obligation to pay such claim for compensation or indemnification. In the event
that the Lender fail to give Borrower notice within the time limitation
prescribed in (c) above, Borrower shall not have any obligation to pay any
amount with respect to claims accruing prior to the ninetieth day preceding such
written demand.

     

    Section
4.19  Change
from One Type of Borrowing to Another. Subject to the limitations
set forth in this Agreement, the Borrower shall have the right from time to time
to change from one Type of Borrowing to another by giving an appropriate Notice
of Conversion/Continuation in the manner set forth in Section
4.1.

     

    
      
        
        

      

      
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    ARTICLE
V

     

    CONDITIONS
TO BORROWINGS

     

    The
obligations of the Lender to make Advances to Borrower hereunder and to accept a
conversation of one Type of Loan into another is subject to the satisfaction of
the following conditions:

     

    Section
5.1  Conditions Precedent to
Initial Loans. At the time of the making of
the initial Loans hereunder on the Closing Date, all obligations of Borrower
hereunder incurred prior to the initial Loans (including, without limitation,
Borrower's obligations to reimburse the reasonable fees and expenses of counsel
to the Lender and any Closing Fees and expenses payable to the Lender as
previously agreed with Borrower), shall have been paid in full, and the Lender
shall have received the following, in form and substance reasonably satisfactory
in all respects to the Lender:

     

    (a)           The
duly executed counterparts of this Agreement;

     

    (b)           The
duly executed Note evidencing the Revolving Loan Commitment;

     

    (c)           This
subsection is not applicable;

     

    (d)           This
subsection is not applicable;

     

    (e)           This
subsection is not applicable;

     

    (f)           Duly
executed Certificate of Borrower in substantially the form which is reasonable
acceptable to the Lender and appropriately completed;

     

    (g)           Duly
executed Certificates of the Secretary or Assistant Secretary of each of the
Credit Parties attaching and certifying copies of the resolutions of the boards
of directors of the Credit Parties, authorizing as applicable the execution,
delivery and performance of the Credit Documents;

     

    (h)           Duly
executed Certificates of the Secretary or an Assistant Secretary of each of the
Credit Parties certifying (i) the name, title and true signature of each officer
of such entities executing the Credit Documents, and (ii) the bylaws or
comparable governing documents of such entities;

     

    (i)           Certified
copies of the certificate or articles of incorporation of each Credit Party
certified by the Secretary of State or the Secretary or Assistant Secretary of
such Credit Party, together with certificates of good standing or existence, as
may be available from the Secretary of State of the jurisdiction of
incorporation or organization of such Credit Party;

     

    (j)           Copies
of all documents and instruments, including all consents, authorizations and
filings, required or advisable under any Requirement of Law or by any material
Contractual Obligation of the Credit Parties, in connection with the execution,
delivery, performance, validity and enforceability of the Credit Documents and
the other documents to be executed and delivered hereunder, and such consents,
authorizations, filings and orders shall be in full force and effect and all
applicable waiting periods shall have expired;

     

    (k)           Certified
copies of the Intercompany Credit Documents, to the extent that they
exist;

     

    (l)           Certified
copies of indentures, credit agreements, leases, capital leases, instruments,
and other documents evidencing or securing Indebtedness of any Consolidated
Company described on Schedule
8.1(b), other than with respect to any such Indebtedness outstanding with
the Lender, in any single case greater than $100,000;

     

    
      
        
        

      

      
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    (m)           Certificates,
reports and other information as the Lender may reasonably request from any
Consolidated Company in order to satisfy the Lender as to the absence of any
material liabilities or obligations arising from matters relating to employees
of the Consolidated Companies, including employee relations, collective
bargaining agreements, Plans, and other compensation and employee benefit
plans;

     

    (n)           Certificates,
reports, environmental audits and investigations, and other information as the
Lender may reasonably request from any Consolidated Company in order to satisfy
the Lender as to the absence of any material liabilities or obligations arising
from environmental and employee health and safety exposures to which the
Consolidated Companies may be subject, and the plans of the Consolidated
Companies with respect thereto;

     

    (o)           Certificates,
reports and other information as the Lender may reasonably request from any
Consolidated Company in order to satisfy the Lender as to the absence of any
material liabilities or obligations arising from litigation (including without
limitation, products liability and patent infringement claims) pending or
threatened against the Consolidated Companies;

     

    (p)           A
summary, set forth in format and detail reasonably acceptable to the Lender, as
the Lender may reasonably request, of the types and amounts of insurance
(property and liability) maintained by the Consolidated Companies;

     

    (q)           The
duly executed favorable opinion of in-house legal counsel to the Credit Parties,
substantially in the form reasonably acceptable to Lender addressed to the
Lender and each of the Lender;

     

    (r)           Financial
Statements of the Borrower, audited on a consolidated basis for the fiscal years
ended on December 31, 2005, 2006 and 2007; and

     

    (s)           Financial
Statements of the Borrower, internally prepared and unaudited, on a consolidated
basis for the three (3) month period ending March 31, 2008.

     

    In
addition to the foregoing, the following conditions shall have been satisfied or
shall exist, all to the reasonable satisfaction of the Lender, as of the time
the initial Loans are made hereunder:

     

    (t)           The
Loans to be made on the Closing Date and the use of proceeds thereof shall not
contravene, violate or conflict with, or involve the Lender in a violation of,
any law, rule, injunction, or regulation, or determination of any court of law
or other governmental authority;

     

    (u)           All
corporate proceedings and all other legal matters in connection with the
authorization, legality, validity and enforceability of the Credit Documents
shall be reasonably satisfactory in form and substance to the Lender;
and

     

    (v)           The
status of all pending and threatened litigation (including products liability
and patent claims) which might result in a Materially Adverse Effect, including
a description of any damages sought and the claims constituting the basis
therefor, shall have been reported in writing to the Lender, and the Lender
shall be satisfied with such status.

     

    Section
5.2  Conditions to All
Loans. At the time of the making of
all Loans (before as well as after giving effect to such Loans and to the
proposed use of the proceeds thereof) and the conversion of one Type of Loan
into another, the following conditions shall have been satisfied or shall
exist:

     

    (a)           There
shall then exist no Default or Event of Default;

     

    
      
        
        

      

      
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    (b)           All
representations and warranties by Borrower contained herein shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such Loans
(except to the extent that such representations and warranties expressly relate
to an earlier date or are affected by transactions permitted under this
Agreement);

     

    (c)           Since
the date of the most recent financial statements of the Borrower described in
Section
6.3 hereof, there shall have been no change which has had or could
reasonably be expected to have a Materially Adverse Effect;

     

    (d)           There
shall be no action or proceeding instituted or pending before any court or other
governmental authority or, to the knowledge of Borrower, threatened
(i) which reasonably could be expected to have a Materially Adverse Effect,
or (ii) seeking to prohibit or restrict one or more Credit Party's ownership or
operation of any portion of its business or assets, or to compel one or more
Credit Party to dispose of or hold separate all or any portion of its businesses
or assets, where said action if successful would have a Materially Adverse
Effect;

     

    (e)           The
Loans to be made and the use of proceeds thereof shall not contravene, violate
or conflict with, or involve the Lender or the Lender in a violation of, any
law, rule, injunction, or regulation, or determination of any court of law or
other governmental authority applicable to Borrower; and

     

    (f)           The
Lender shall have received such other documents or legal opinions as the Lender
may reasonably request, all in form and substance reasonably satisfactory to the
Lender.

     

    Section
5.3  Certification For Each
Borrowing. Each Notice of Borrowing,
Notice of Conversion/Continuation, or any other request for a Borrowing, and the
acceptance by Borrower of the proceeds thereof shall constitute a representation
and warranty by Borrower, as of the date of said Notice, draw request or
acceptance, as the case may be, that the applicable conditions specified in
Sections
5.1 and 5.2
have been satisfied or are true and correct, as the case may be.

     

    ARTICLE
VI

     

    REPRESENTATIONS
AND WARRANTIES

     

    Borrower
represents, warrants and covenants to Lender that:

     

    Section
6.1  Organization and
Qualification. Borrower is a corporation
duly organized and existing in good standing under the laws of the State of
Florida. Each Subsidiary of Borrower is a corporation duly organized and
existing under the laws of the jurisdiction of its incorporation. Borrower and
each of its Subsidiaries are duly qualified to do business as a foreign
corporation and are in good standing in each jurisdiction in which the character
of their properties or the nature of their business makes such qualification
necessary, except for such jurisdictions in which a failure to qualify to do
business would not have a Materially Adverse Effect. Borrower and each of its
Subsidiaries have the corporate power to own their respective properties and to
carry on their respective businesses as now being conducted. The jurisdiction of
incorporation or organization, and the ownership of all issued and outstanding
capital stock, for Borrower and each Subsidiary as of the date of this Agreement
is accurately described on Schedule
6.1.

     

    Section
6.2  Corporate
Authority. The execution and delivery
by the Credit Parties of and the performance by Credit Parties of their
obligations under the Credit Documents have been duly authorized by all
requisite corporate action and all requisite shareholder action, if any, on the
part of Credit Parties and do not and will not (a) violate any provision of any
law, rule or regulation, any judgment, order or ruling of any court or
governmental agency, the organizational papers or bylaws of Credit Parties, or
any indenture, agreement or other instrument to which Credit Parties are a party
or by which Credit Parties or any of their properties is bound, or (b) be in
conflict with, result in a breach of, or constitute with notice or lapse of time
or both a default under any such indenture, agreement or other
instrument.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Section
6.3  Borrower Financial
Statements. Borrower has furnished
Lender with the following financial statement, identified by the Treasurer or
Chief Financial Officer of Borrower: consolidated balance sheets and
consolidated statements of income, stockholders' equity and cash flow as of and
for the fiscal years ended on the last day in December, 2005, 2006 and 2007
certified by Arthur Andersen, LLP or Deloitte & Touche, LLP, as applicable,
and the three (3) month unaudited consolidated balance sheets and
consolidated statements of income, stockholder equity and cash flow as and for
the three (3) month period ended on March 31, 2008.  Such financial
statements (including any related schedules and notes) are true and correct in
all material respects (subject, as to interim statements, to changes resulting
from audits and year end adjustments), have been prepared in accordance with
GAAP consistently applied throughout the period or periods in question and show,
in the case of audited statements, all liabilities, direct or contingent, of
Borrower and its Subsidiaries, required to be shown in accordance with GAAP
consistently applied throughout the period or periods in question and fairly
present the consolidated financial position and the consolidated results of
operations of Borrower and its Subsidiaries for the periods indicated therein.
There has been no material adverse change in the business, condition or
operations, financial or otherwise, of Borrower and its Subsidiaries since March
31, 2008.

     

    Section
6.4  Tax
Returns. Except as set forth on Schedule
6.4 hereto, each of Borrower and its Subsidiaries has filed all federal,
state and other income tax returns which, to the best knowledge of Borrower and
its Subsidiaries, are required to have been filed, and each has paid all taxes
as shown on said returns and on all assessments received by it to the extent
that such taxes have become due or except such as are being contested in good
faith by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP.

     

    Section
6.5  Actions
Pending. Except as disclosed on Schedule
6.5 hereto, there is no action, suit, investigation or proceeding pending
or, to the knowledge of Borrower, threatened against or affecting Borrower or
any of its Subsidiaries or any of their properties or rights, by or before any
court, arbitrator or administrative or governmental body, which might result in
any Materially Adverse Effect.

     

    Section
6.6  Representations; No
Defaults. At the time of each
Borrowing, there shall exist no Default or Event of Default.

     

    Section
6.7  Title
to Properties. Each Credit Party has (a)
good and marketable fee simple title to its respective real properties (other
than real properties which it leases from others), including all such real
properties reflected in the consolidated balance sheet of each Credit Party
herein above described (other than real properties disposed of in the ordinary
course of business), subject to no Lien of any kind except as set forth on Schedule
6.7 hereto or as permitted by Section
8.2, and (b) good title to all of its other respective properties and
assets (other than properties and assets which it leases from others), including
the other material properties and assets reflected in the consolidated balance
sheet of each Credit Party hereinabove described (other than properties and
assets disposed of in the ordinary course of business or sold in accordance with
Section
8.3 below), subject to no Lien of any kind except as set forth on Schedule
6.7, hereto or as permitted by Section
8.2. Each Credit Party enjoys peaceful and undisturbed possession under
all leases necessary in any material respect for the operation of its respective
properties and assets, none of which contains any unusual or burdensome
provisions which might materially affect or impair the operation of such
properties and assets, and all such leases are valid and subsisting and in full
force and effect. To the extent any Consolidated Company is required by
applicable law to segregate or place in escrow any premiums or other similar
payments, those amounts shall be kept in escrow and shall not be considered to
be property of the Consolidated Company hereunder.

     

    Section
6.8  Enforceability of
Agreement. This Agreement is the legal,
valid and binding agreement of Borrower enforceable against Borrower in
accordance with its terms, and the Note, and all other Credit Documents, when
executed and delivered, will be similarly legal, valid, binding and enforceable
as against all applicable Credit Parties, except as the enforceability of the
Note and other Credit Documents may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws affecting creditor's rights and
remedies in general and by general principles of equity, whether considered in a
proceeding at law or in equity.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Section
6.9  Consent. No Consent, permission,
authorization, order or license of any governmental authority or Person is
necessary in connection with the execution, delivery, performance or enforcement
of the Credit Documents.

     

    Section
6.10  Use of
Proceeds; Federal Reserve Regulations. The proceeds of the Note
will be used solely for the purposes specified in Section
2.1(c) and none of such proceeds will be used, directly or indirectly,
for the purpose of purchasing or carrying any "margin security" or "margin
stock" or for the purpose of reducing or retiring any indebtedness that
originally was incurred to purchase or carry a "margin security" or "margin
stock" or for any other purpose that might constitute this transaction a
"purpose credit" within the meaning of the regulations of the Board of Governors
of the Federal Reserve System.

     

    Section
6.11  ERISA.

     

    (a)           Identification
of Certain Plans. Schedule
6.11 hereto sets forth all Plans of Borrower and its Subsidiaries in
effect on the date of this Agreement;

     

    (b)           Compliance. Each Plan is being
maintained, by its terms and in operation, in accordance with all applicable
laws, except such noncompliance (when taken as a whole) that will not have a
Materially Adverse Effect;

     

    (c)           Liabilities.
Neither the Borrower nor any Subsidiary is currently or will become subject to
any liability (including withdrawal liability), tax or penalty whatsoever to any
person whomsoever with respect to any Plan including, but not limited to, any
tax, penalty or liability arising under Title I or Title IV of ERISA or Chapter
43 of the Code, except such liabilities (when taken as a whole) as will not have
a Materially Adverse Effect; and

     

    (d)           Funding. The Borrower and each ERISA
Affiliate have made full and timely payment of all amounts (i) required to be
contributed under the terms of each Plan and applicable law and (ii) required to
be paid as expenses of each Plan, except where such nonpayment would not have a
Material Adverse Effect. As of the date of this Agreement, no Plan has an
"amount of unfunded benefit liabilities" (as defined in Section 4001(a)(18) of
ERISA) except as disclosed on Schedule
6.11. No Plan is
subject to a waiver or extension of the minimum funding requirements under ERISA
or the Code, and no request for such waiver or extension is
pending.

     

    Section
6.12  This
Section is not applicable.

     

    Section
6.13  Outstanding
Indebtedness. Except as set forth on Schedule
6.13 hereof,
as of the Closing Date and after giving effect to the transactions contemplated
by this Agreement, no Credit Party has outstanding any Indebtedness in an amount
exceeding $250,000 except as permitted by Section
8.1 and as of the Closing Date there exists no default under the
provisions of any instrument evidencing such Indebtedness or of any agreement
relating thereto except as noted on Schedule
6.13.

     

    Section
6.14  Conflicting
Agreements. Except as set forth on Schedule
6.14 hereof, none of the Borrower or any of its Subsidiaries is a party
to any contract or agreement or other burdensome restrictions or subject to any
charter or other corporate restriction which could have a Materially Adverse
Effect. Assuming the consummation of the transactions contemplated by this
Agreement, neither the execution or delivery of this Agreement or the Credit
Documents, nor fulfillment of or compliance with the terms and provisions hereof
and thereof, will except as set forth in Schedule
6.14 hereof, conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under, or result in any
violation of, or result in the creation of any Lien upon any of the properties
or assets of Borrower or any of its Subsidiaries (other than those in favor of
the Lender) pursuant to, the charter or By-Laws of Borrower or any of its
Subsidiaries, any award of any arbitrator or any agreement (including any
agreement with stockholders), instrument, order, judgment, decree, statute, law,
rule or regulation to which Borrower or any of its Subsidiaries is subject, and
none of the Borrower nor any of its Subsidiaries is a party to, or otherwise
subject to any provision contained in, any instrument evidencing Indebtedness of
Borrower or any of its Subsidiaries in an amount exceeding $250,000, any
agreement relating thereto or any other contract or agreement (including its
charter) which limits the amount of, or otherwise imposes restrictions on the
incurring of, Indebtedness of the type to be evidenced by the Note or contains
dividend or redemption limitations on Common Stock of Borrower, except for this
Agreement and those matters listed on Schedule
6.14 attached hereto.

     

    
      
        
        

      

      
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    Section
6.15  Pollution and Other
Regulations.

     

    (a)           Except
as set forth on Schedule
6.15(a), each of the Borrower and its Subsidiaries has to the best of its
knowledge complied in all material respects with all applicable Environmental
Laws, including without limitation, compliance with permits, licenses,
standards, schedules and timetables issued pursuant to Environmental Laws, and
is not in violation of, and does not presently have outstanding any liability
under, has not been notified that it is or may be liable under and does not have
knowledge of any material liability or potential material liability (including
any liability relating to matters set forth on Schedule
6.15(a)), under any applicable Environmental Law, including without
limitation, the Resource Conservation and Recovery Act of 1976, as amended
("RCRA"), the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of
1986 ("CERCLA"), the Federal Water Pollution Control Act, as amended ("FWPCA"),
the Federal Clean Air Act, as amended ("FCAA"), and the Toxic Substance Control
Act ("TSCA"), which violation, liability or potential liability could reasonably
be expected to have a Materially Adverse Effect.

     

    (b)           Except
as set forth on Schedule
6.15(b), as of the date of this Agreement, neither the Borrower nor any
of its Subsidiaries has received a written request for information under CERCLA,
any other Environmental Laws or any comparable state law, or any public health
or safety or welfare law or written notice that any such entity has been
identified as a potential responsible party under CERCLA, and other
Environmental Laws, or any comparable state law, or any public health or safety
or welfare law, nor has any such entity received any written notification that
any Hazardous Materials that it or any of its respective predecessors in
interest has generated, stored, treated, handled, transported, or disposed of,
has been released or is threatened to be released at any site at which any
Person intends to conduct or is conducting a remedial investigation or other
action pursuant to any applicable Environmental Law.

     

    (c)           Except
as set forth on Schedule
6.15(c), each of the Borrower and its Subsidiaries has obtained all
material permits, licenses or other authorizations required for the conduct of
their respective operations under all applicable Environmental Laws and each
such authorization is in full force and effect, except where the failure to do
so would not have a Materially Adverse Effect.

     

    (d)           Each
of Borrower and its Subsidiaries complies in all material respects with all laws
and regulations relating to equal employment opportunity and employee safety in
all jurisdictions in which it is presently doing business, and Borrower will use
its best efforts to comply, and to cause each of its Subsidiaries to comply,
with all such laws and regulations which may be legally imposed in the future in
jurisdictions in which Borrower or any of its Subsidiaries may then be doing
business, except where the failure to do so would not have a Materially Adverse
Effect.

     

    Section
6.16  Possession of Franchises,
Licenses, Etc.  Each of Borrower and
its Subsidiaries possesses all material franchises, certificates, licenses,
permits and other authorizations from governmental political subdivisions or
regulatory authorities, free from burdensome restrictions, (including
specifically all insurance agency licenses) the failure of which to possess
could have a Materially Adverse Effect and neither Borrower nor any of its
Subsidiaries is in violation of any thereof in any material
respect.

     

    Section
6.17  Patents,
Etc.  Except as set forth on
Schedule
6.17, each of Borrower and its Subsidiaries owns or has the right to use
all patents, trademarks, service marks, trade names, copyrights, licenses and
other rights, free from burdensome restrictions, which are necessary for the
operation of its business as presently conducted. Nothing has come to the
attention of Borrower or any of its Subsidiaries to the effect that (i) any
product, process, method, substance, part or other material presently
contemplated to be sold by or employed by Borrower or any of its Subsidiaries in
connection with its business may infringe any patent, trademark, service mark,
trade name, copyright, license or other right owned by any other Person, (ii)
there is pending or threatened any claim or litigation against or affecting
Borrower or any of its Subsidiaries contesting its right to sell or use any such
product, process, method, substance, part or other material or (iii) there is,
or there is pending or proposed, any patent, invention, device, application or
principle or any statute, law, rule, regulation, standard or code, which would
in any case prevent, inhibit or render obsolete the production or sale of any
products of, or substantially reduce the projected revenues of, or otherwise
have a Materially Adverse Effect.

     

    
      
        
        

      

      
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    Section
6.18  Governmental
Consent. Neither the nature of
Borrower or any of its Subsidiaries nor any of their respective businesses or
properties, nor any relationship between Borrower and any other Person, nor any
circumstance in connection with the execution and delivery of the Credit
Documents and the consummation of the transactions contemplated thereby is such
as to require on behalf of Borrower or any of its Subsidiaries any consent,
approval or other action by or any notice to or filing with any court or
administrative or governmental body in connection with the execution and
delivery of this Agreement and the Credit Documents.

     

    Section
6.19  Disclosure. Neither this Agreement nor
the Credit Documents nor any other document, certificate or written statement
furnished to Lender by or on behalf of Borrower in connection herewith contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein or therein not
misleading. There is no fact peculiar to Borrower which materially adversely
affects or in the future may (so far as Borrower can now foresee) materially
adversely affect the business, property or assets, financial condition or
prospects of Borrower which has not been set forth in this Agreement or in the
Credit Documents, certificates and written statements furnished to Lender by or
on behalf of Borrower prior to the date hereof in connection with the
transactions contemplated hereby.

     

    Section
6.20  Insurance
Coverage. Each property of Borrower or
any of its Subsidiaries is insured on terms acceptable to Lender for the benefit
of Borrower or a Subsidiary of Borrower in amounts deemed adequate by Borrower's
management and no less than those amounts customary in the industry in which
Borrower and its Subsidiaries operate against risks usually insured against by
Persons operating businesses similar to those of Borrower or its Subsidiaries in
the localities where such properties are located.

     

    Section
6.21  Labor
Matters. Except as set forth on Schedule
6.21, the Borrower and the Borrower's Subsidiaries have experienced no
strikes, labor disputes, slow downs or work stoppages due to labor disagreements
which have had, or would reasonably be expected to have, a Materially Adverse
Effect, and, to the best knowledge of Borrower, there are no such strikes,
disputes, slow downs or work stoppages threatened against any Borrower or any of
Borrower's Subsidiaries, the result of which could have a Materially Adverse
Effect. The hours worked and payment made to employees of the Borrower and
Borrower's Subsidiaries have not been in violation in any material respect of
the Fair Labor Standards Act or any other applicable law dealing with such
matters. All payments due from the Borrower and Borrower's Subsidiaries on
account of wages and employee health and welfare insurance and other benefits
have been paid or accrued as liabilities on the books of the Borrower and
Borrower's Subsidiaries where the failure to pay or accrue such liabilities
would reasonably be expected to have a Materially Adverse Effect.

     

    Section
6.22  Intercompany Loans;
Dividends. The Intercompany Loans and
the Intercompany Credit Documents, to the extent that they exist, have been duly
authorized and approved by all necessary corporate and shareholder action on the
part of the parties thereto, and constitute the legal, valid and binding
obligations of the parties thereto, enforceable against each of them in
accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
creditors' rights generally, and by general principles of equity. There are no
restrictions on the power of any Consolidated Company to repay any Intercompany
Loan or to pay dividends on the Capital Stock, except as permitted pursuant to
Section 8.12
herein. Intercompany loans as of the Closing Date are described in Schedule
6.22.

     

    Section
6.23  Burdensome
Restrictions. Except as set forth on Schedule
6.23, none of the Consolidated Companies is a party to or bound by any
Contractual Obligation or Requirement of Law which has had or would reasonably
be expected to have a Materially Adverse Effect.

     

    
      
        
        

      

      
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    Section
6.24  Solvency. Each of the Consolidated
Company's is solvent and able to pay its debts as and when they accrue and are
due.

     

    Section
6.25  This
Section is not applicable.

     

    Section
6.26  SEC
Compliance and Filings.

     

    (a)           Borrower
is and shall remain in full and complete compliance with all applicable
securities laws including, but not limited to, all requirements of the Exchange
Ad, to the extent applicable to the Borrower and its business.

     

    (b)           Borrower
previously has furnished or made available to the Lender through the SEC's EDGAR
filing system accurate and complete copies of forms, reports, and documents
filed by Borrower with the Securities and Exchange Commission ("SEC") since
December 31, 1993 (the "SEC Documents"), which include all reports, schedules,
proxy statements, and registration statements filed or required to be filed by
Borrower with the SEC since December 31, 1993. As of their respective dates, the
SEC Documents did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated in those documents are necessary to
make the statements in those documents not misleading, in light of the
circumstances in which they were made.

     

    Section
6.27  Capital Stock of Borrower
and Related Matters.  The Borrower is
not subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any of its Capital Stock or any warrants, options or
other securities or rights directly or indirectly convertible into or
exercisable or exchangeable for its Capital Stock.

     

    Section
6.28  Places
of Business.  The Places of
Business identified in Schedule
6.28 hereof constitute all the Places of Business for the Consolidated
Companies.

     

    ARTICLE
VII

     

    AFFIRMATIVE
COVENANTS

     

    Borrower
covenants and agrees that so long as it may borrow under this Agreement or so
long as any indebtedness remains outstanding under the Note that it
will:

     

    Section
7.1  Corporate Existence,
Etc.  Preserve
and maintain, and cause each of its Material Subsidiaries to preserve and
maintain, its corporate existence, its material rights, franchises, and
licenses, and its material patents and copyrights (for the scheduled duration
thereof), trademarks, trade names, and service marks, necessary or desirable in
the normal conduct of its business, and its qualification to do business as a
foreign corporation in all jurisdictions where it conducts business or other
activities making such qualification necessary, in each case where the failure
to do so would reasonably be expected to have a Materially Adverse
Effect.

     

    Section
7.2  Compliance with Laws,
Etc.  Comply, and cause
each of its Subsidiaries to comply, with all Requirements of Law (including,
without limitation, all insurance agency laws and the Environmental Laws,
subject to the exception set forth in Section
7.7(f) where the penalties, claims, fines, and other liabilities
resulting from noncompliance with such Environmental Laws do not involve amounts
in excess of $1,000,000 in the aggregate) and material Contractual Obligations
applicable to or binding on any of them where the failure to comply with such
Requirements of Law and material Contractual Obligations would reasonably be
expected to have a Materially Adverse Effect.

     

    Section
7.3  Payment
of Taxes and Claims, Etc.  Pay, and cause each of
its Subsidiaries to pay, (i) all taxes, assessments and governmental charges
imposed upon it or upon its property, and (ii) all claims (including, without
limitation, claims for labor, materials, supplies or services) which might, if
unpaid, become a Lien upon its property, unless, in each case, the validity or
amount thereof is being contested in good faith by appropriate proceedings and
adequate reserves are maintained with respect thereto.

     

    
      
        
        

      

      
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    Section
7.4  Keeping
of Books. Keep, and cause each of its
Subsidiaries to keep, proper books of record and account, containing complete
and accurate entries of all their respective financial and business
transactions.

     

    Section
7.5  Visitation, Inspection,
Etc. Permit, and cause each
of its Subsidiaries to permit, any representative of the Lender to visit and
inspect any of its property, to examine its books and records and to make copies
and take extracts therefrom, and to discuss its affairs, finances and accounts
with its officers, all at such reasonable times and as often as the Lender or
the Lender may reasonably request after reasonable prior notice to Borrower;
provided,
however,
that at any time following the occurrence and during the continuance of a
Default or an Event of Default, no prior notice to Borrower shall be
required.

     

    Section
7.6  Insurance; Maintenance of
Properties.

     

    (a)           Maintain
or cause to be maintained with financially sound and reputable insurers,
insurance with respect to its properties and business, and the properties and
business of the Borrower and each of its Subsidiaries, against loss or damage of
the kinds customarily insured against by reputable companies in the same or
similar businesses, such insurance to be of such types and in such amounts,
including such self-insurance and deductible provisions, as is customary for
such companies under similar circumstances; provided,
however,
that in any event Borrower shall use its best efforts to maintain, or cause to
be maintained, insurance in amounts and with coverage not materially less
favorable to any Consolidated Company as in effect on the date of this
Agreement, except where the costs of maintaining such insurance would, in the
judgment of both Borrower and the Lender, be excessive.

     

    (b)           Cause
all properties used or useful in the conduct of each Consolidated Company to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, settlements and improvements thereof, all as in the
judgment of Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided,
however,
that nothing in this Section shall prevent Borrower from discontinuing the
operation or maintenance of any such properties if such discontinuance is, in
the judgment of Borrower, desirable in the conduct of its business or the
business of any Consolidated Company.

     

    Section
7.7  Reporting
Covenants. Furnish to the
Lender:

     

    (a)           Annual
Financial Statements. As soon as available and in any event within ninety
(90) days after the end of each fiscal year of Borrower, balance sheets of the
Consolidated Companies as at the end of such year, presented on a consolidated
basis, and the related statements of income, shareholders' equity, and cash
flows of the Consolidated Companies for such fiscal year, presented on a
consolidated basis, setting forth in each case in comparative form the figures
for the previous fiscal year, all in reasonable detail and accompanied by a
report thereon of Deloitte & Touche, LLP or other independent public
accountants of comparable recognized national standing, which such report shall
be unqualified as to going concern and scope of audit and shall state that such
financial statements present fairly in all material respects the financial
condition as at the end of such fiscal year on a consolidated basis, and the
results of operations and statements of cash flows of the Consolidated Companies
for such fiscal year in accordance with GAAP and that the examination by such
accountants in connection with such consolidated financial statements has been
made in accordance with GAAP, and where said financial statements are not
consistently applied with the prior fiscal year statements and the impact of
said difference;

     

    (b)           Quarterly
Financial Statements. As soon as available and in any event within
forty-five (45) days after the end of each fiscal quarter of Borrower (including
the fourth fiscal quarter), balance sheets of the Consolidated Companies as at
the end of such quarter presented on a consolidated basis and the related
statements of income, shareholders' equity, and cash flows of the Consolidated
Companies for such fiscal quarter and for the portion of Borrower's fiscal year
ended at the end of such quarter, presented on a consolidated basis setting
forth in each case in comparative form the figures for the corresponding quarter
and the corresponding portion of Borrower's previous fiscal year, all in
reasonable detail and certified by the chief financial officer or principal
accounting officer of Borrower that such financial statements fairly present in
all material respects the financial condition of the Consolidated Companies as
at the end of such fiscal quarter on a consolidated basis, and the results of
operations and statements of cash flows of the Consolidated Companies for such
fiscal quarter and such portion of Borrower's fiscal year, in accordance with
GAAP consistently applied (subject to normal year end audit adjustments and the
absence of certain footnotes;

     

    
      
        
        

      

      
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    (c)           No
Default/Compliance Certificate.  Together with the financial
statements required pursuant to subsections (a) and (b) above, a certificate of
the president, chief financial officer or principal accounting officer of
Borrower (i) to the effect that, based upon a review of the activities of the
Consolidated Companies and such financial statements during the period covered
thereby, there exists no Event of Default and no Default under this Agreement,
or if there exists an Event of Default or a Default hereunder, specifying the
nature thereof and the proposed response thereto, and (ii) demonstrating in
reasonable detail compliance as at the end of such fiscal year or such fiscal
quarter with Section
7.8 and Sections
8.1 through 8.4.  In
addition, along with said  Compliance Certificate, the Borrower will
furnish a quarterly report of all Funded Debt, in form reasonably acceptable to
the Lender.

     

    (d)           Notice of
Default. Promptly after Borrower has notice or knowledge of the
occurrence of an Event of Default or a Default, a certificate of the chief
financial officer or principal accounting officer of Borrower specifying the
nature thereof and the proposed response thereto;

     

    (e)           Litigation.
Promptly after (i) the occurrence thereof, notice of the institution of or any
adverse development in any action, suit or proceeding or any governmental
investigation or any arbitration, before any court or arbitrator or any
governmental or administrative body, agency or official, against any
Consolidated Company, or any material property thereof, in any case which
reasonably might have a Materially Adverse Effect, or (ii) actual knowledge
thereof, notice of the threat of any such action, suit, proceeding,
investigation or arbitration;

     

    (f)           Environmental
Notices. Promptly after receipt thereof, notice of any actual or alleged
violation, or notice of any action, claim or request for information, either
judicial or administrative, from any governmental authority relating to any
actual or alleged claim, notice of potential responsibility under or violation
of any Environmental Law, or any actual or alleged spill, leak, disposal or
other release of any Hazardous Material by any Consolidated Company which could
result in penalties, fines, claims or other liabilities to any Consolidated
Company in amounts in excess of $1,000,000.00 individually or in the
aggregate;

     

    (g)           ERISA.

     

    (i)           Promptly
after the occurrence thereof with respect to any Plan of any Consolidated
Company or any ERISA Affiliate thereof, or any trust established thereunder,
notice of (A) a "reportable event" described in Section 4043 of ERISA and the
regulations issued from time to time thereunder (other than a "reportable event"
not subject to the provisions for thirty day notice to the PBGC under such
regulations), or (B) any other event which could subject any Consolidated
Company to any tax, penalty or liability under Title I or Title IV of ERISA or
Chapter 43 of the Code, or any tax or penalty resulting from a loss of deduction
under Sections 162, 404 or 419 of the Code, where any such taxes, penalties or
liabilities exceed or could exceed $1,000,000 in the aggregate;

     

    
      
        
        

      

      
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    (ii)          Promptly
after such notice must be provided to the PBGC, or to a Plan participant,
beneficiary or alternative payee, any notice required under Section 101(d),
302(f)(4), 303, 307, 4041(b)(1)(A) or 4041(c)(1)(A) of ERISA or under Section
401(a)(29) or 412 of the Code with respect to any Plan of any Consolidated
Company or any ERISA Affiliate thereof;

     

    (iii)         Promptly
after receipt, any notice received by any Consolidated Company or any ERISA
Affiliate thereof concerning the intent of the PBGC or any other governmental
authority to terminate a Plan of such Company or ERISA Affiliate thereof which
is subject to Title IV of ERISA, to impose any liability on such Company or
ERISA Affiliate under Title IV of ERISA or Chapter 43 of the Code;

     

    (iv)         Upon
the request of the Lender, promptly upon the filing thereof with the Internal
Revenue Service ("IRS") or the Department of Labor ("DOL"), a copy of IRS Form
5500 or annual report for each Plan of any Consolidated Company or ERISA
Affiliate thereof which is subject to Title IV of ERISA;

     

    (v)          Upon
the request of the Lender, (A) true and complete copies of any and all
documents, government reports and IRS determination or opinion letters or
rulings for any Plan of any Consolidated Company from the IRS, PBGC or DOL, (B)
any reports filed with the IRS, PBGC or DOL with respect to a Plan of the
Consolidated Companies or any ERISA Affiliate thereof, or (C) a current
statement of withdrawal liability for each MultiEmployer Plan of any
Consolidated Company or any ERISA Affiliate thereof;

     

    (h)           Liens.
Promptly upon any Consolidated Company becoming aware thereof, notice of the
filing of any federal statutory Lien, tax or other state or local government
Lien or any other Lien affecting their respective properties, other than
Permitted Liens except as expressly required by Section
8.2;

     

    (i)           
Public
Filings, Etc. Promptly upon the filing thereof or otherwise becoming
available, copies of all financial statements, annual, quarterly and special
reports, proxy statements and notices sent or made available generally by
Borrower to its public security holders, of all regular and periodic reports and
all registration statements and prospectuses, if any, filed by any of them with
any securities exchange or any governmental or state agency, and of all press
releases and other statements made available generally to the public containing
material developments in the business or financial condition of Borrower and the
other Consolidated Companies;

     

    (j)           
Accountants'
Reports. Promptly upon receipt thereof, copies of all financial
statements of, and all reports submitted by, independent public accountants to
Borrower in connection with each annual, interim, or special audit of Borrower's
consolidated financial statements;

     

    (k)           
Burdensome
Restrictions, Etc. Promptly upon the existence or occurrence thereof,
notice of the existence or occurrence of (i) any Contractual Obligation or
Requirement of Law described in Section
6.23, (ii) failure of any Consolidated Company to hold in full force and
effect those material trademarks, service marks, patents, trade names,
copyrights, licenses and similar rights necessary in the normal conduct of its
business, and (iii) any strike, labor dispute, slow down or work stoppage as
described in Section
6.21;

     

    (l)            
This
Section is not applicable.

     

    
      
        
        

      

      
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    (m)           Other
Information.  With reasonable promptness, such other
information about the Consolidated Companies as the Lender may reasonably
request from time to time;

     

    (n)           Capital
of Borrower.

     

    (i)           Notice
of any sale of any Capital Stock by the Borrower, giving for each said
transaction the name and address of the Persons involved and the Capital Stock
involved.

     

    (ii)          Any
documents, notices or other writings given by any Person owning Capital Stock in
the Parent under any stockholders agreement by one or more Persons owning
Capital Stock of the Borrower.

     

    Section
7.8  Maintain the Following
Financial Covenants.

     

    (a)           Consolidated
Net Worth of a minimum of the sum of (i) $970,000,000 plus
(ii) 50% of cumulative positive Consolidated Net Income (Loss)after
March 31, 2008, plus
(iii) 100% of net cash raised through contribution or issuance of new
equity after March 31, 2008, less
(iv) receivables from affiliates.

     

    (b)           A
Fixed Charge Coverage Ratio of not less than 2.50 to 1.00. (The Fixed Charge
Coverage Ratio means, at the end of each and every fiscal quarter, the ratio of
(a) the sum of (i) Consolidated EBITDA plus
(ii) consolidated rental expense, both calculated for the period of four
consecutive fiscal quarters then ended to (b) the sum of (i) consolidated
interest expense plus
(ii) consolidated rental expense, both calculated for such four
consecutive fiscal quarters period.)

     

    (c)           A
ratio of the indebtedness (pursuant to GAAP) of the Consolidated Companies
(i) as of the end of each quarter to (ii) Consolidated EBIDTA for the
period of four previous consecutive fiscal quarters of the Company ending with
and including such fiscal quarter, not greater than 2.75 to 1.00.

     

    The
foregoing covenants will be tested quarterly.

     

    Section
7.9  Notices
Under Certain Other Indebtedness. Immediately upon its receipt
thereof, Borrower shall furnish the Lender a copy of any notice received by it,
or any other Consolidated Company (a) from the holder(s) of Indebtedness
referred to in Section
8.1 (or from any trustee, agent, attorney, or other party acting on
behalf of such holder(s)) in an amount which, in the aggregate, exceeds
$1,000,000 where such notice states or claims the existence or occurrence of any
default or event of default with respect to such Indebtedness under the terms of
any indenture, loan or credit agreement, debenture, note, or other document
evidencing or governing such Indebtedness, or (b) from any regulatory insurance
agency or insurance company regarding any licenses or agreements regarding the
business of the Consolidated Company and which could have a Material Adverse
Effect.  Borrower agrees to take such actions as may be necessary to
require the holder(s) of any Indebtedness (or any trustee or agent acting on
their behalf) in an amount exceeding $1,000,000 incurred pursuant to documents
executed or amended and restated after the Closing Date, to furnish copies of
all such notices directly to the Lender simultaneously with the furnishing
thereof to Borrower, and that such requirement may not be altered or rescinded
without the prior written consent of the Lender.

     

    Section
7.10  This
Section is not applicable.

     

    Section
7.11  This
Section is not applicable.

     

    
      
        
        

      

      
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    ARTICLE
VIII

     

    NEGATIVE
COVENANTS

     

    So long
as the Revolving Loan Commitment remains in effect hereunder or the Note shall
remain unpaid, Borrower will not and will not permit any Subsidiary
to:

     

    Section
8.1  Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, other than:

     

    (a)          Indebtedness
under this Agreement;

     

    (b)          Indebtedness
outstanding on the date hereof or pursuant to lines of credit in effect on the
date hereof and described on Schedule
8.1(b), together with all extensions, renewals and refinancings thereof;
provided,
however,
any such extensions, renewals and refinancings shall not, without the written
consent of the Lender, increase any such Indebtedness or modify the terms of
said Indebtedness on terms less favorable to the maker or obligor;

     

    (c)          Purchase
money indebtedness to the extent secured by a Lien permitted by Section
8.2(b) provided such purchase money indebtedness does not exceed
$20,000,000.

     

    (d)          Unsecured
current liabilities (other than liabilities for borrowed money or liabilities
evidenced by promissory notes, bonds or similar instruments) incurred in the
ordinary course of business (whether now outstanding or hereafter arising or
incurred) and either (i) not more than thirty (30) days past due, or (ii) being
disputed in good faith by appropriate proceedings with reserves for such
disputed liability maintained in conformity with GAAP and Indebtedness in the
nature of contingent repayment obligations arising in the ordinary and normal
course of business with respect to deposits and down payments;

     

    (e)          The
Intercompany Loans described on Schedule
6.22 and any other loans between Consolidated Companies not exceeding
individually at any time the amount of $1,000,000 and in the aggregate at any
time the amount of $2,000,000 (excluding Intercompany Loans listed on Schedule
6.22)

     

    (f)          Any
Intercompany Loans with Decus Holding (UK), Limited (UK), a London based company
provided that the amount of such loans may not at any one time exceed the
principal amount of $10,000,000.

     

    (g)          Unsecured,
Subordinated Debt, not to exceed an aggregate amount of $25,000,000, and other
Subordinated Debt in form and substance acceptable to the Lender and evidenced
by its written consent thereto;

     

    (h)          Unsecured
Indebtedness without any limitation of amount provided that the maturity of said
Indebtedness is longer than the maturity of the Facility;

     

    (i)           Unsecured
Indebtedness due under the 2004 Note Offering not to exceed at any time the
aggregate principal amount of $200,000,000 and unsecured Indebtedness due under
the 2006 Note Offering not to exceed at any time the aggregate principal amount
of $200,000,000;

     

    
      
        
        

      

      
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    (j)           Guaranteed
Indebtedness of the Company for Insurance Company Payables; and

     

    (k)          Guarantee
of operating leases of Subsidiaries entered into by the Subsidiary in the normal
and ordinary course of business, including operating leases for places of
business and for equipment used in or in connection with that
business.

     

    Section 8.2  Liens. Create, incur, assume or
suffer to exist any Lien on any of its property now owned or hereafter acquired
by any Credit Party to secure any Indebtedness other than:

     

    (a)           Liens
existing on the date hereof disclosed on Schedule
8.2, and provided no Event of Default has occurred and is then
continuing, any renewal, extension or refunding of such Lien in an amount not
exceeding the amount thereof remaining unpaid immediately prior to such renewal,
extension or refunding;

     

    (b)           Any
Lien on any property securing Indebtedness incurred or assumed for the purpose
of financing all or any part of the acquisition cost of such property and any
refinancing thereof, provided that such Lien does not extend to any other
property, and provided further that the aggregate principal amount of
Indebtedness secured by all such Liens at any time does not exceed
$20,000,000;

     

    (c)           Liens
for taxes not yet due, and Liens for taxes or Liens imposed by ERISA which are
being contested in good faith by appropriate proceedings and with respect to
which adequate reserves are being maintained;

     

    (d)           Statutory
Liens of landlords (excluding however any Material Places of Business) and Liens
of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law
created in the ordinary course of business for amounts not yet due or which are
being contested in good faith by appropriate proceedings and with respect to
which adequate reserves are being maintained;

     

    (e)           Liens
incurred or deposits made in the ordinary course of business in connection with
workers or workman's compensation, unemployment insurance and other types of
social security, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money);

     

    (f)           
Liens securing the Facilities; and

     

    (g)           Liens
reserved or invested in governmental authority (including without limitation
zoning laws) which do not materially impair the use of such
property.

     

    Section
8.3  Sales.
Etc.  Sell,
lease, or otherwise dispose of its accounts, property or other assets (including
Capital Stock of Subsidiaries); provided,
however,
that the foregoing restrictions on asset sales shall not be applicable to (a)
sales of equipment or other personal property being replaced by other equipment
or other personal property purchased as a capital expenditure item, (b) other
asset sales (including sales of the Capital Stock of Subsidiaries) between any
of the Consolidated Companies, and (c) other asset sales (including sales of the
Capital Stock of Subsidiaries) provided that no Default or Event of Default then
exists or would arise by virtue of said sale and the sale price or the value of
said sale (as reasonably determined by the Board of Directors of the selling
Consolidated Company) for said sale is less than the greater of $20,000,000 or
10% of Consolidated EBITDA at that time.

     

    
      
        
        

      

      
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    Section
8.4  Mergers, Acquisitions,
Etc. Merge or consolidate
with any other Person, or acquire by purchase any other person or its assets;
provided,
however,
that the foregoing restrictions on mergers shall not apply to (a) a Permitted
Acquisition provided
that
notice of said pending Permitted Acquisition is given to the Lender along with a
certification after said Permitted Acquisition that this Agreement has been
complied with both before and after said Acquisition, (b) mergers between a
Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower, or (c)
mergers between a third party and the Borrower where the Borrower is the
surviving corporation provided
that
said merger is a Permitted Acquisition; provided,
however,
that no transaction pursuant to clauses (a), (b), or (c) shall be permitted if
any Default or Event of Default otherwise exists at the time of such transaction
or would otherwise arise as a result of such transaction.

     

    Section
8.5  Investments, Loans.
Etc. Make,
permit or hold any Investments in any Person, or otherwise acquire or hold any
Subsidiaries, other than:

     

    (a)           Those
investments referenced in Schedule
8.5.

     

    (b)           Investments
in Subsidiaries, provided,
however,
nothing in this Section 8.5(b)
shall be deemed to authorize an investment in any entity that is not a
Subsidiary prior to such investment;

     

    (c)           This
subsection is not applicable.

     

    (d)           Direct
obligations of the United States or any agency thereof, or obligations
guaranteed by the United States or any agency thereof, in each case supported by
the full faith and credit of the United States and maturing within one year from
the date of creation thereof;

     

    (e)           Commercial
paper maturing within one year from the date of creation thereof rated in the
highest grade by a nationally recognized credit rating agency;

     

    (f)           Time
deposits maturing within one year from the date of creation thereof with,
including certificates of deposit issued by the Lender and any office located in
the United States of any bank or trust company which is organized under the laws
of the United States or any state thereof and has assets aggregating at least
$500,000,000, including without limitation, any such deposits in Eurodollars
issued by a foreign branch of any such bank or trust company;

     

    (g)           Investments
made by Plans;

     

    (h)           Permitted
Intercompany Loans on terms and conditions acceptable to the
Lender; 

     

    (i)           Investments
in stock or assets of another entity which thereby becomes a Subsidiary, in an
aggregate amount not to exceed $5,000,000 in cash consideration, which
transaction constitutes a Permitted Acquisition; and

     

    (j)           Advances
made to employees in the ordinary and normal course of business consistent with
past practice and for business purposes, and which advances are repaid by the
employee within thirty (30) days.

     

    Section
8.6  Sale
and Leaseback Transactions. Sell or transfer any
property, real or personal, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which any Consolidated
Company intends to use for substantially the same purpose or purposes as the
property being sold or transferred.

     

    Section
8.7  Transactions with
Affiliates. Except as otherwise approved
in writing by the Lender:

     

    (a)           Enter
into any material transaction or series of related transactions which in the
aggregate would be material, whether or not in the ordinary course of business,
with any Affiliate of any Consolidated Company (but excluding any Affiliate
which is also a Wholly Owned Subsidiary), other than on terms and conditions
substantially as favorable to such Consolidated Company as would be obtained by
such Consolidated Company at the time in a comparable arm's length transaction
with a Person other than an Affiliate.

     

    
      
        
        

      

      
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    (b)           Convey
or transfer to any other Person (including any other Consolidated Company) any
real property, buildings, or fixtures used in the manufacturing or production
operations of any Consolidated Company, or convey or transfer to any other
Consolidated Company any other assets (excluding conveyances or transfers in the
ordinary course of business) if at the time of such conveyance or transfer any
Default or Event of Default exists or would exist as a result of such conveyance
or transfer.

     

    Section
8.8  Optional
Prepayments.  Make any payment
in violation of the subordination provisions of any Subordinated
Debt.

     

    Section
8.9  Changes
in Business. Enter into any business
which is substantially different from that presently conducted by the
Consolidated Companies taken as a whole.

     

    Section
8.10  ERISA. Take or fail to take any
action with respect to any Plan of any Consolidated Company or, with respect to
its ERISA Affiliates, any Plans which are subject to Title IV of ERISA or to
continuation health care requirements for group health plans under the Code,
including without limitation (a) establishing any such Plan, (b) amending
any such Plan (except where required to comply with applicable law), (c)
terminating or withdrawing from any such Plan, or (d) incurring an amount of
unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA, or any
withdrawal liability under Title IV of ERISA with respect to any such Plan,
without first obtaining the written approval of the Lender and the Required
Lender, to the extent that such actions or failures could result in a Materially
Adverse Effect.

     

    Section
8.11  This
Section is not applicable.

     

    Section
8.12  Limitation on Payment
Restrictions Affecting Consolidated Companies.  Create or
otherwise cause or suffer to exist or become effective, any consensual
encumbrance or restriction on the ability of any Consolidated Company to
(a) pay dividends or make any other distributions on such Consolidated
Company’s stock, or (b) pay any indebtedness owed to Borrower or any other
Consolidated Company, except in each case any consensual encumbrance or
restriction existing under the Credit Documents, the 2004 Note Purchase
Agreement, the 2006 Note Purchase Agreement, or as are contained in the
documentation of the Indebtedness described in Section 8.1(g)
hereof.

     

    Section
8.13  Actions Under Certain
Documents. Without the prior written
consent of the Lender (which consent shall not be unreasonably withheld),
modify, amend, cancel or rescind the Intercompany Loans or Intercompany Credit
Documents (except that a loan between Consolidated Companies as permitted by
Section
8.1 may be modified or amended so long as it otherwise satisfies the
requirements of Section
8.1), or make demand of payment or accept payment on any Intercompany
Loans permitted by Section
8.1, except that current interest accrued thereon as of the date of this
Agreement and all interest subsequently accruing thereon (whether or not paid
currently) may be paid unless a Default or Event of Default has occurred and is
continuing.

     

    Section
8.14  Financial Statements; Fiscal
Year. Borrower shall make no
change in the dates of the fiscal year now employed for accounting and reporting
purposes without the prior written consent of the Lender, which consent shall
not be unreasonably withheld.

     

    Section
8.15  This
Section is not applicable.

     

    Section
8.16  Change
of Control. Allow or suffer to occur any
change of control of the Borrower in violation of Section
9.11.

     

    Section
8.17  This
Section is not applicable.

     

    
      
        
        

      

      
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    Section
8.18  This
Section is not applicable.

     

    Section
8.19  This
Section is not applicable.

     

    Section
8.20  No
Issuance of Capital Stock. Without the prior written
consent of the Lender permit any Subsidiary to issue any additional Capital
Stock.

     

    Section
8.21  No
Payments on Subordinated Debt. Without the prior written
consent of the Lender:

     

    (a)           The
Borrower shall not make or cause any payment of principal to be made on the
Subordinated Debt unless and until all Obligations due the Lender hereunder are
paid in full; and

     

    (b)           The
Borrower shall not make or cause any payment of interest to be made on the
Subordinated Debt except and only to the extent and only during the period of
time permitted under the Subordinated Debt document; and

     

    (c)           Upon
the occurrence and continuation of an Event of Default and, as a result of
which, the Lender has elected to exercise any of the remedies under Article
IX, the Borrower shall not thereafter make or permit any payments of any
nature whatsoever to be made on any Subordinated Debt.

     

    Section
8.22  Insurance
Business. Without the prior written
consent of the Lender no Consolidated Company may engage in any business in the
nature of an insurance company, in which the Consolidated Company assumes the
risk as an insurer.

     

    ARTICLE
IX

     

    EVENTS
OF DEFAULT

     

    Upon the
occurrence and during the continuance of any of the following specified events
(each an "Event of
Default"):

     

    Section
9.1  Payments. Borrower shall fail to make
promptly when due (including, without limitation, by mandatory prepayment) any
principal payment with respect to the Loans, or Borrower shall fail to make
within five (5) Business Days after the due date thereof any payment of
interest, fee or other amount payable hereunder;

     

    Section
9.2  Covenants Without
Notice. Borrower shall fail to
observe or perform any covenant or agreement contained in Sections
7.8, or 8.1
through 8.22;

     

    Section
9.3  Other
Covenants. Borrower shall fail to
observe or perform any covenant or agreement contained in this Agreement, other
than those referred to in Sections
9.1 and 9.2,
and, if capable of being remedied, such failure shall remain unremedied for
thirty days after the earlier of (a) Borrower's obtaining actual knowledge
thereof, or (b) written notice thereof shall have been given to Borrower by
Lender or the Lender;

     

    Section
9.4  Representations. Any representation or
warranty made or deemed to be made by Borrower or any other Credit Party under
this Agreement or any other Credit Document (including the Schedules attached
thereto), or any certificate or other document submitted to the Lender or the
Lender by any such Person pursuant to the terms of this Agreement or any other
Credit Document, shall be incorrect in any material respect when made or deemed
to be made or submitted;

     

    Section
9.5  Non-Payments of Other
Indebtedness. Any Consolidated Company
shall fail to make when due (whether at stated maturity, by acceleration, on
demand or otherwise, and after giving effect to any applicable grace period) any
payment of principal of or interest on any Indebtedness (other than the
Obligations) exceeding $1,000,000 in the aggregate;

     

    
      
        
        

      

      
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    Section
9.6  Defaults Under Other
Agreements. Any Consolidated Company
shall fail to observe or perform any covenants or agreements contained in any
agreements or instruments relating to any of its Indebtedness exceeding
$1,000,000 in the aggregate, or any other event shall occur in respect of
Indebtedness exceeding $1,000,000 if the effect of such failure or other event
is to accelerate, or to permit the holder of such Indebtedness or any other
Person to accelerate, the maturity of such Indebtedness; or any such
Indebtedness shall be required to be prepaid (other than by a regularly
scheduled required prepayment) in whole or in part prior to its stated
maturity;

     

    Section
9.7  Bankruptcy. Any Consolidated Company,
shall commence a voluntary case concerning itself under the Bankruptcy Code or
an involuntary case for bankruptcy is commenced against any Consolidated Company
and the petition is not controverted within ten (10) days, or is not dismissed
within sixty (60) days, after commencement of the case; or a custodian (as
defined in the Bankruptcy Code) is appointed for, or takes charge of, all or any
substantial part of the property of any Consolidated Company; or any
Consolidated Company commences proceedings of its own bankruptcy or to be
granted a suspension of payments or any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction, whether now or
hereafter in effect, relating to any Consolidated Company or there is commenced
against any Consolidated Company any such proceeding which remains undismissed
for a period of sixty (60) days; or any Consolidated Company is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding is entered; or any Consolidated Company suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of sixty (60) days;
or any Consolidated Company makes a general assignment for the benefit of
creditors; or any Consolidated Company shall fail to pay, or shall state that it
is unable to pay, or shall be unable to pay, its debts generally as they become
due; or any Consolidated Company shall call a meeting of its creditors with a
view to arranging a composition or adjustment of its debts; or any Consolidated
Company shall by any act or failure to act indicate its consent to, approval of
or acquiescence in any of the foregoing; or any corporate action is taken by any
Consolidated Company for the purpose of effecting any of the
foregoing;

     

    Section
9.8  ERISA. A Plan of a Consolidated
Company or a Plan subject to Title IV of ERISA of any of its ERISA
Affiliates:

     

    (a)           shall
fail to be funded in accordance with the minimum funding standard required by
applicable law, the terms of such Plan, Section 412 of the Code or Section 302
of ERISA for any plan year or a waiver of such standard is sought or granted
with respect to such Plan under applicable law, the terms of such Plan or
Section 412 of the Code or Section 303 of ERISA; or

     

    (b)           is
being, or has been, terminated or the subject of termination proceedings under
applicable law or the terms of such Plan; or

     

    (c)           shall
require a Consolidated Company to provide security under applicable law, the
terms of such Plan, Section 401 or 412 of the Code or Section 306 or 307 of
ERISA; or

     

    (d)           results
in a liability to a Consolidated Company under applicable law, the terms of such
Plan, or Title IV of ERISA;

     

    and there
shall result from any such failure, waiver, termination or other event a
liability to the PBGC or a Plan that would have a Materially Adverse
Effect;

     

    Section
9.9  Money Judgment.  A
Judgment or order for the payment of money in excess of $1,000,000 or otherwise
having a Materially Adverse Effect shall be rendered against any other
Consolidated Company, and such judgment or order shall continue unsatisfied (in
the case of a money judgment) and in effect for a period of sixty (60) days
during which execution shall not be effectively stayed or deferred (whether by
action of a court, by agreement or otherwise).  In regard to the
foregoing,  amounts which are fully covered by insurance shall not be
considered in regard to the foregoing $1,000,000 limit.

     

    Section
9.10  This
Section is not applicable.

     

    
      
        
        

      

      
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    Section
9.11  Change
in Control of Borrower.

     

    (a)           Any
"person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
Exchange Act), other than stockholders existing on the Closing Date or their
affiliates and the Persons set forth in Schedule
9.11  shall become
the "beneficial owner(s)" (as defined in said Rule 13d-3 of the Exchange Act) of
more than forty percent (40%) of the shares of the outstanding Capital Stock of
Borrower entitled to vote for members of Borrower's board of directors;
or

     

    (b)           Any
event or condition shall occur or exist which, pursuant to the terms of any
change in control provision, requires or permits the holder(s) of Indebtedness
of any Consolidated Company to require that such Indebtedness be redeemed,
repurchased, defeased, prepaid or repaid, in whole or in part, or the maturity
of such Indebtedness to be accelerated in any respect.

     

    Section
9.12  Default Under Other Credit
Documents. There shall exist or occur
any "Event of Default" as provided under the terms of any other Credit Document
(after giving effect to any applicable grace period), or any Credit Document
ceases to be in full force and effect or the validity or enforceability thereof
is disaffirmed by or on behalf of any Credit Party, or at any time it is or
becomes unlawful for any Credit Party to perform or comply with its obligations
under any Credit Document, or the obligations of any Credit Party under any
Credit Document are not or cease to be legal, valid and binding on any such
Credit Party;

     

    Section
9.13  This
Section is not applicable.

     

    Section
9.14  Attachments. An attachment or similar
action shall be made on or taken against any of the assets of any Consolidated
Company with an Asset Value exceeding $1,000,000 in aggregate and is not
removed, suspended or enjoined within thirty (30) days of the same being made or
any suspension or injunction being lifted.

     

    Section
9.15  Default Under Subordinated
Loan Documents. An Event of Default occurs
and is continuing under any Subordinated Debt;

     

    Section
9.16  Material Adverse
Effect. The occurrence of any
Material Adverse Effect in the financial condition of any Consolidated Company
or its business:

     

    then, and
in any such event, and at any time thereafter if any Event of Default shall then
be continuing, the Lender may, and upon the written request of the Lender,
shall, by written notice to Borrower, take any or all of the following actions,
without prejudice to the rights of the Lender, the Lender or the holder of any
Note to enforce its claims against Borrower or any other Credit Party: (i)
declare the Revolving Loan Commitment terminated, whereupon the Commitment of
the Lender shall terminate immediately and any fees due under this Agreement
shall forthwith become due and payable without any other notice of any kind;
(ii) declare the principal of and any accrued interest on the Loans, and all
other obligations owing hereunder, to be, whereupon the same shall become,
forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by Borrower (iii) exercise such
other remedies as are provided to the Lender under any other Credit Document;
(iv) exercise such other rights as may be provided by applicable law; and (v)
declare that all Obligations shall thereafter bear interest at the Default Rate;
provided, that, if an Event of Default specified in Section
9.7 shall occur, the result which would occur upon the giving of written
notice by the Lender to any Credit Party, as specified in clauses (i), (ii),
(iii) or, (iv) or (v) above, shall occur automatically without the giving of any
such notice.

     

    ARTICLE
X

     

    This
Article is not Applicable.

     

    
      
        
        

      

      
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    ARTICLE
XI

     

    MISCELLANEOUS

     

    Section
11.1  Notices. All notices, requests and
other communications to any party hereunder shall be in writing (including bank
wire, telex, telecopy or similar teletransmission or writing) and shall be given
to such party at its address or applicable teletransmission number set forth on
the signature pages hereof, or such other address or applicable teletransmission
number as such party may hereafter specify by notice to the Lender and Borrower.
Each such notice, request or other communication shall be effective (a) if given
by mail, seventy-two (72) hours after such communication is deposited in the
mails with first class postage prepaid, addressed as aforesaid, (c) if
given by telecopy, when such telecopy is transmitted to the telecopy number
specified in the signature page hereto and the appropriate confirmation is
received, or (c) if given by any other means (including, without limitation, by
air courier), when delivered or received at the address specified in the
signature page hereto; provided that notices to the Lender shall not be
effective until received.

     

    Section
11.2  Amendments,
Etc. No amendment or waiver
of any provision of this Agreement or the other Credit Documents, nor consent to
any departure by any Credit Party therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Lender, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. Notwithstanding the foregoing, no amendment,
waiver or consent shall, unless in writing and signed by the Lender, affect the
rights or duties of the Lender under this Agreement or under any other Credit
Document.

     

    Section
11.3  No
Waiver; Remedies Cumulative. No failure or delay on the
part of the Lender in exercising any right or remedy hereunder or under any
other Credit Document, and no course of dealing between any Credit Party and the
Lender, shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy hereunder or under any other Credit Document
preclude any other or further exercise thereof or the exercise of any other
right or remedy hereunder or thereunder. The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or remedies
which the Lender would otherwise have. No notice to or demand on any Credit
Party not required hereunder or under any other Credit Document in any case
shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Lender, any other or further action in any circumstances without notice or
demand.

     

    Section
11.4  Payment of Expenses,
Etc.  Borrower
shall:

     

    (a)           whether
or not the transactions hereby contemplated are consummated, pay all reasonable,
out-of-pocket costs and expenses of the Lender in the administration (both
before and after the execution hereof and including reasonable expenses actually
incurred relating to advice of counsel as to the rights and duties of the Lender
with respect thereto) of, and in connection with the preparation, execution and
delivery of, preservation of rights under, enforcement of, and, after a Default
or Event of Default, refinancing, renegotiation or restructuring of, this
Agreement and the other Credit Documents and the documents and instruments
referred to therein, and any amendment, waiver or consent relating thereto
(including, without limitation, the reasonable fees actually incurred and
disbursements of counsel for the Lender), and in the case of enforcement of this
Agreement or any Credit Document after the occurrence and during the continuance
of an Event of Default, all such reasonable, out-of-pocket costs and expenses
(including, without limitation, the reasonable fees actually incurred and
disbursements of counsel), for the Lender;

     

    (b)           subject,
in the case of certain Taxes, to the applicable provisions of Section
4.7(a), pay and hold the Lender harmless from and against any and all
present and future stamp, documentary, intangible and other similar Taxes with
respect to this Agreement, the Notes and any other Credit Documents, any
collateral described therein, or any payments due thereunder, including interest
and penalties and save the Lender harmless from and against any and all
liabilities with respect to or resulting from any delay or omission of Borrower
to pay such Taxes; provided,
however,
nothing contained in this subsection shall obligate the Borrower to pay any
taxes based on the overall income of the Lender; and

     

    
      
        
        

      

      
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    (c)           indemnify
the Lender, and its officers, directors, employees, representatives and agents
from, and hold each of them harmless against, any and all costs, losses,
liabilities, claims, damages or expenses incurred by any of them (whether or not
any of them is designated a party thereto) (an "Indemnitee")
arising out of or by reason of any third party investigation, litigation or
other proceeding related to any actual or proposed use of the proceeds of any of
the Loans or any Credit Party's entering into and performing of the Agreement,
the Notes, or the other Credit Documents, including, without limitation, the
reasonable fees actually incurred and disbursements of counsel (including
foreign counsel) incurred in connection with any such third party investigation,
litigation or other proceeding; provided,
however,
Borrower shall not be obligated to indemnify any Indemnitee for any of the
foregoing arising out of such Indemnitee's gross negligence or willful
misconduct or the breach by the Indemnitee of its obligations under this
Agreement;

     

    (d)           without
limiting the indemnities set forth in subsection (c) above, indemnify each
Indemnitee for any and all expenses and costs (including without limitation,
remedial, removal, response, abatement, cleanup, investigative, closure and
monitoring costs), losses, claims (including claims for contribution or
indemnity and including the cost of investigating or defending any claim and
whether or not such claim is ultimately defeated, and whether such claim arose
before, during or after any Credit Party's ownership, operation, possession or
control of its business, property or facilities or before, on or after the date
hereof, and including also any amounts paid incidental to any compromise or
settlement by the Indemnitee or Indemnitees to the holders of any such claim),
lawsuits, liabilities, obligations, actions, judgments, suits, disbursements,
encumbrances, liens, damages (including without limitation damages for
contamination or destruction of natural resources), penalties and fines of any
kind or nature whatsoever (including without limitation in all cases the
reasonable fees actually incurred, other charges and disbursements of counsel in
connection therewith) incurred, suffered or sustained by that Indemnitee based
upon, arising under or relating to Environmental Laws based on, arising out of
or relating to in whole or in part, the existence or exercise of any rights or
remedies by any Indemnitee under this Agreement, any other Credit Document or
any related documents (but excluding those incurred, suffered or sustained by
any Indemnitee as a result of any action taken by or on behalf of the Lender
with respect to any Subsidiary of Borrower (or the assets thereof) owned or
controlled by the Lender). The indemnity permitted in this clause (d) shall (i)
not apply as to any Indemnity to any costs or expenses in connection with any
condition, suspected condition, threatened condition or alleged condition which
first arises and occurs after said Indemnitee succeeds to the ownership of,
takes possession of or operates the business or any property of the Borrower or
any of its Subsidiaries, and (ii) in the case of cleanup, investigative, closure
and monitoring costs concerning or relating to Hazardous Materials or any
Environmental Laws shall only apply after an Event of Default has occurred and
is continuing provided
that the Credit
Party is then undertaking and fulfilling all its obligations under this
Agreement and Environmental Laws with respect to said cleanup, investigation,
closure and monitoring.

     

    If and to
the extent that the obligations of Borrower under this Section
11.4 are unenforceable for any reason, Borrower hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law.

     

    Section
11.5  Right
of Set-Off. In addition to and not in
limitation of all rights of offset that the Lender may have under applicable
law, the Lender shall, upon the occurrence and during the continuance of any
Event of Default and whether or not the Lender has made any demand or any Credit
Party's obligations are matured, have the right to appropriate and apply to the
payment of any Credit Party's obligations hereunder and under the other Credit
Documents, all deposits of any Credit Party (general or special, time or demand,
provisional or final, other than escrow or trust accounts denoted as such) then
or thereafter held by and other indebtedness or property then or thereafter
owing by the Lender, whether or not related to this Agreement or any transaction
hereunder. The Lender shall promptly notify Borrower of any offset
hereunder.

     

    
      
        
        

      

      
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    Section
11.6  Benefit of
Agreement.

     

    (a)           This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto, provided that
Borrower may not assign or transfer any of its interest hereunder without the
prior written consent of the Lender except as otherwise provided in this
Agreement.

     

    (b)           The
Lender may make, carry or transfer Loans at, to or for the account of, any of
its branch offices or the office of an Affiliate of the Lender.

     

    (c)           The
Lender may assign all or a portion of its interests, rights and obligations
under this Agreement; provided,
however,
that (i) the Lender must give prior written consent to such assignment to
Borrower unless such assignment is to an Affiliate of the assigning Lender, (ii)
the amount of the Revolving Loan Commitments, or Loans, in the case of
assignment of Loans, of the assigning Lender subject to each assignment
(determined as of the date the assignment and acceptance with respect to such
assignment is delivered to the Lender) shall not be less than $1,000,000, (iii)
the parties to each such assignment shall execute and deliver to the Lender an
assignment and acceptance, together with a Note or Notes subject to such
assignment and, unless such assignment is to an Affiliate of the Lender, a
processing and recordation fee of $2,500, and (iv) the assignee has the ability
to satisfy the obligations of said Lender hereunder. Borrower shall not be
responsible for such processing and recordation fee or any costs or expenses
incurred by the Lender in connection with such assignment. From and after the
effective date specified in each assignment and acceptance, which effective date
shall be at least one (1) Business Day after the execution thereof, the assignee
thereunder shall be a party hereto and to the extent of the interest assigned by
such assignment and acceptance, have the rights and obligations of a Lender
under this Agreement. Notwithstanding the foregoing, the assigning Lender must
retain after the consummation of such assignment and acceptance, a minimum
aggregate amount of Commitments or Loans, as the case may be, of $2,000,000;
provided,
however,
no such minimum amount shall be required with respect to any such assignment
made at any time there exists an Event of Default hereunder. Within one (1)
Business Day after receipt of the notice and the assignment and acceptance,
Borrower, at its own expense, shall execute and deliver to the Lender, in
exchange for the surrendered Note or Notes (which shall be marked "canceled" and
delivered to Borrower), a new Note or Notes to the order of such assignee in a
principal amount equal to the applicable Commitments or Loans assumed by it
pursuant to such assignment and acceptance and new Note or Notes to the
assigning Lender in the amount of its retained Commitment or Commitments or
amount of its retained Loans. Such new Note or Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Note or Notes, shall be dated the date of the surrendered Note or Notes which
they replace, and shall otherwise be in substantially the form attached
hereto.

     

    (d)           The
Lender may, without the consent of Borrower, sell participations to one or more
of its Affiliate banks in all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments in the Loans owing
to it and the Notes held by it).

     

    (e)           The
Lender or participant may, in connection with the assignment or participation or
proposed assignment or participation, pursuant to this Section, disclose to the
assignee or participant or proposed assignee or participant any information
relating to Borrower or the other Consolidated Companies furnished to the Lender
by or on behalf of Borrower or any other Consolidated Company. With respect to
any disclosure of confidential, non-public, proprietary information, such
proposed assignee or participant shall agree to use the information only for the
purpose of making any necessary credit judgments with respect to this credit
facility and not to use the information in any manner prohibited by any law,
including without limitation, the securities laws of the United States. The
proposed participant or assignee shall agree not to disclose any of such
information except (i) to directors, employees, auditors or counsel to whom it
is necessary to show such information, each of whom shall be informed of the
confidential nature of the information, (ii) in any statement or testimony
pursuant to a subpoena or order by any court, governmental body or other agency
asserting jurisdiction over such entity, or as otherwise required by law
(provided prior notice is given to Borrower and the Lender unless otherwise
prohibited by the subpoena, order or law), and (iii) upon the request or demand
of any regulatory agency or authority with proper jurisdiction. The proposed
participant or assignee shall further agree to return all documents or other
written material and copies thereof received from the Lender or Borrower
relating to such confidential information unless otherwise properly disposed of
by such entity.

     

    
      
        
        

      

      
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    (f)           The
Lender may at any time assign all or any portion of its rights in this Agreement
and the Notes issued to it to a Federal Reserve Bank; provided that no such
assignment shall release the Lender from any of its obligations
hereunder.

     

    (g)           If
(i) any Taxes referred to in Section
4.7(a) have been levied or imposed so as to require withholdings or
deductions by Borrower and payment by Borrower of additional amounts to the
Lender as a result thereof, (ii) the Lender shall make demand for payment of any
material additional amounts as compensation for increased costs pursuant to Section
4.10 or for its reduced rate of return pursuant to Section
4.16, or (iii) the Lender shall decline to consent to a modification or
waiver of the terms of this Agreement or the other Credit Documents requested by
Borrower, then and in such event, upon request from Borrower delivered to the
Lender and the Lender, such Lender shall assign, in accordance with the
provisions of Section
11.6(c), all of its rights and obligations under this Agreement and the
other Credit Documents to another Lender or an Eligible Assignee selected by
Borrower, in consideration for the payment by such assignee to the Lender of the
principal of, and interest on, the outstanding Loans accrued to the date of such
assignment, and the assumption of such Lender's Commitment hereunder, together
with any and all other amounts owing to such Lender under any provisions of this
Agreement or the other Credit Documents accrued to the date of such
assignment.

     

    Section
11.7  Governing Law; Submission to
Jurisdiction.

     

    (a)           THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND UNDER THE NOTES SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL LAW (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF
FLORIDA.

     

    (b)           ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT
IN THE CIRCUIT COURT OF ORANGE COUNTY, FLORIDA, OR ANY OTHER COURT OF THE STATE
OF FLORIDA OR OF THE UNITED STATES OF AMERICA FOR THE MIDDLE DISTRICT OF
FLORIDA, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND, TO THE EXTENT PERMITTED BY LAW,
BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LITIGATION,
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

     

    (c)           BORROWER HEREBY IRREVOCABLY
DESIGNATES THE PRESIDENT OF THE BORROWER, AS SO DESIGNATED FROM TIME TO TIME, AT
THE ADDRESS SET FORTH ON THE BORROWER'S SIGNATURE PAGE TO THIS AGREEMENT AS ITS
DESIGNEE, APPOINTEE AND LOCAL AGENT TO RECEIVE, FOR AND ON BEHALF OF BORROWER,
SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE NOTES OR ANY DOCUMENT RELATED
THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH LOCAL AGENT
WILL BE PROMPTLY FORWARDED BY SUCH LOCAL AGENT AND BY THE SERVER OF SUCH PROCESS
BY MAIL TO BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, BUT,
TO THE EXTENT PERMITTED BY LAW, THE FAILURE OF BORROWER TO RECEIVE SUCH COPY
SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS. BORROWER FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER AT ITS SAID ADDRESS,
SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH
MAILING.

     

    
      
        
        

      

      
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    (d)           Nothing
herein shall affect the right of the Lender or any Credit Party to serve process
in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against Borrower in any other jurisdiction.

     

    Section
11.8  Independent Nature of
Lender's Rights. The amounts payable at any
time hereunder to the Lender shall be a separate and independent debt, and the
Lender shall be entitled to protect and enforce its rights pursuant to this
Agreement and its Notes, and it shall not be necessary for any other Lender to
be joined as an additional party in any proceeding for such
purpose.

     

    Section
11.9  Counterparts. This Agreement may be
executed in any number of counterparts and by the different parties hereto on
separate counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.

     

    Section
11.10  Effectiveness;
Survival.

     

    (a)           This
Agreement shall become effective on the date (the "Effective
Date") on which all of the parties hereto shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have delivered the
same to the Lender pursuant to Section
11.1.

     

    (b)           The
obligations of Borrower intended to survive hereunder shall so survive payment
in full of the Notes provide, however, the obligations of the Borrower under
Sections
4.7(a), 4.10,
4.12,
4.13,
and 4.16
hereof shall survive for ninety (90) days after the payment in full of the Notes
after the Final Maturity Date. All representations and warranties made herein,
in the certificates, reports, notices, and other documents delivered pursuant to
this Agreement shall survive the execution and delivery of this Agreement, the
other Credit Documents, and such other agreements and documents, the making of
the Loans hereunder, and the execution and delivery of the Notes.

     

    Section
11.11  Severability. In case any provision in or
obligation under this Agreement or the other Credit Documents shall be invalid,
illegal or unenforceable, in whole or in part, in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

     

    Section
11.12  Independence of
Covenants. All covenants hereunder
shall be given independent effect so that if a particular action or condition is
not permitted by any of such covenants, the fact that it would be permitted by
an exception to, or be otherwise within the limitation of, another covenant,
shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or condition exists.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    Section
11.13  Change in Accounting
Principles, Fiscal Year or Tax Laws. If (a) any preparation of
the financial statements referred to in Section
7.7 hereafter occasioned by the promulgation of rules, regulations,
pronouncements and opinions by or required by the Financial Accounting Standards
Board or the American Institute of Certified Public Accounts (or successors
thereto or agencies with similar functions) (other than changes mandated by FASB
106) result in a material change in the method of calculation of financial
covenants, standards or terms found in this Agreement, (b) there is any change
in Borrower's fiscal quarter or fiscal year, or (c) there is a material change
in federal tax laws which materially affects any of the Consolidated Companies'
ability to comply with the financial covenants, standards or terms found in this
Agreement, Borrower and the Lender agree to enter into negotiations in order to
amend such provisions so as to equitably reflect such changes with the desired
result that the criteria for evaluating any of the Consolidated Companies,
financial condition shall be the same after such changes as if such changes had
not been made. Unless and until such provisions have been so amended, the
provisions of this Agreement shall govern.

     

    Section
11.14  Headlines Descriptive;
Entire Arrangement. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

     

    Section
11.15  Time
is of the Essence. Time is of the essence in
interpreting and performing this Agreement and all other Credit
Documents.

     

    Section
11.16  Usury. It is the intent of the
parties hereto not to violate any federal or state law, rule or regulation
pertaining either to usury or to the contracting for or charging or collecting
of interest, and Borrower and Lender agree that, should any provision of this
Agreement or of the Notes, or any act performed hereunder or thereunder, violate
any such law, rule or regulation, then the excess of interest contracted for or
charged or collected over the maximum lawful rate of interest shall be applied
to the outstanding principal indebtedness due to Lender by Borrower under this
Agreement.

     

    Section
11.17  Construction. Should any provision of this
Agreement require judicial interpretation, the parties hereto agree that the
court interpreting or construing the same shall not apply a presumption that the
terms hereof shall be more strictly construed against one party by reason of the
rule of construction that a document is to be more strictly construed against
the party who itself or through its agents prepared the same, it being agreed
that Borrower, Lender, Lender and their respective agents have participated in
the preparation hereof.

     

    Section
11.18  No
Incorporation into Note.  This
Agreement is expressly not incorporated by reference into the Note.

     

    Section
11.19  Amendment and Restatement of
Initial Loan Agreement.  This
Agreement amends and restates and supersedes in its entirety the Initial Loan
Agreement and, accordingly, this Agreement governs and sets forth the
relationship between the Borrower and the Lender with respect to the
Loans.

     

    Section
11.20  Entire
Agreement.  This
Agreement, the other Credit Documents, and the agreements and documents required
to be delivered pursuant to the terms of this Agreement constitute the entire
agreement among the parties hereto and thereto regarding the subject matters
hereof and thereof and supersede all prior agreements, representations and
understandings related to such subject matters.

     

     

    Signature Page
Follows

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    SIGNATURE PAGE TO REVOLVING
LOAN AGREEMENT

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their duly authorized officers as of the day and year first above
written.

     

    
      	 	 	BORROWER:	 
	 	 	 	 	 
	 	 	BROWN
      & BROWN, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	Address
      for Notices:	 	By:	 	 
	 	 	 	Cory
      T. Walker, Vice President, Treasurer and
	220
      South Ridgewood Avenue	 	 	Chief
      Financial Officer	 
	Daytona
      Beach, Florida  23115-2412	 	 	 	 
	Attention:
      Cory T. Walker	 	 	 	 
	Telephone
      No.: (386) 239-7250	 	 	 	 
	
              Telecopy
      No.: (386) 239-7252

            	 	 	 	 
	
               

            	 
      	 	
               

            	 
	 	 	 	 	 
	With
      a copy to:	 	 	 	 
	 	 	 	 	 
	Laurel
      L. Grammig	 	 	 	 
	General
      Counsel	 	 	 	 
	BROWN & BROWN,
      INC.	 	 	 	 
	401
      East Jackson Street	 	 	 	 
	Suite
      1700	 
      	 	 
      	 
	Tampa,
      Florida 33602	 	 	 	 
	Telephone
      No.: (813) 222-4277	 	 	 	 
	
              Telecopy
      No.: (813) 222-4464

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	LENDER:	 
	 	 	 	 	 
	 	 	SUNTRUST BANK	 
	 	 	 	 	 
	
               

            	 
      	 	 
      	 
	
              Address
      for Notices:

            	 
      	By: 	 
      	 
	 	 	 	
              William
      C. Barr, III, Managing Director

            	 
	
              SunTrust
      Bank

            	 	 	 	 
	
              Mail
      Code FL-Orlando-1106

            	 	 	 	 
	
              200
      South Orange Avenue

            	 	 	 	 
	
              Tower
      10

            	 	 	 	 
	
              Orlando,
      FL 32801

            	 	 	 	 
	
              Attention:  William
      C. Barr, III

            	 	 	 	 
	
              Telephone:  (407)
      237-4636

            	 	 	 	 
	
              Telecopy:  (407)
      237-4076

            	 
      	 	 	 


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    Schedule
6.1

    


    ORGANIZATION AND OWNERSHIP
OF SUBSIDIARIES

    


    One
hundred percent (100%) of the outstanding shares of Capital Stock of each direct
subsidiary (that is, those companies listed without any symbol preceding them)
are owned by Brown & Brown, Inc.

    


    
      	 
      	
              ●

            	
              =
      indirect subsidiary, whose outstanding shares of Capital Stock (or, in the
      case of companies identified as limited liability companies, membership
      interests) are owned 100% by the direct subsidiary (company listed without
      any symbol preceding its name) listed above the name of such indirect
      subsidiary

            
	 
      	 
      	 
      
	 
      	
              o

            	
              =
      indirect subsidiary whose outstanding shares of Capital Stock are owned
      100% by the indirect subsidiary (company with ● symbol preceding its name)
      listed above the name of such indirect
  subsidiary

            


    

    


    
      	
              Acumen
      Re Management Corporation(DE)

            
	
              AFC
      Insurance, Inc. (PA)

            
	
              Allocation
      Services, Inc. (FL)

            
	
              American
      Specialty Insurance & Risk Services, Inc. (IN)

            
	
              Azure
      International Holding Co. (DE)

            
	
              B&B
      Protector Plans, Inc. f/k/a Underwriters Services, Inc.
    (FL)

            
	 
      	 
      	
              ●

            	
              B&B
      Protector Plans Insurance Services of Texas, LLC (TX)

            
	
              Balcones-Southwest,
      Inc. (TX)

            
	
              Brown
      & Brown of Florida, Inc. f/k/a & B Insurance Services, Inc.
      (FL)

            
	 
      	 
      	
              ●

            	
              Axiom
      Re, Inc. (FL)

            
	 
      	 
      	
              ●

            	
              Ernest
      Smith Insurance Agency, Inc. (FL)

            
	 
      	 
      	
              ●

            	
              Halcyon
      Underwriters, Inc. (FL)

            
	 
      	 
      	
              ●

            	
              MacDuff
      Underwriters, Inc. (FL)

            
	 
      	 
      	 
      	
              o

            	
              MacDuff
      America, Inc. (FL)

            
	 
      	 
      	 
      	
              o

            	
              MacDuff
      Pinellas Underwriters, Inc. (FL)

            
	
              Braishfield
      Associates, Inc. (FL)

            
	
              Brown
      & Brown Agency of Insurance Professionals, Inc.
(OK)

            
	 
      	 
      	
              ●

            	
              Graham-Rogers,
      Inc. (OK)

            
	 
      	 
      	 
      	
              o

            	
              Graham-Rogers
      of Arkansas, Inc. (AR)

            
	
              Brown
      & Brown Disaster Relief Foundation (FL non-profit)

            
	
              Brown
      & Brown Insurance Agency of Virginia, Inc. (VA)

            
	
              Brown
      & Brown Insurance Benefits, Inc. (TX)

            
	
              Brown
      & Brown Insurance of Arizona, Inc. (AZ)

            
	 
      	 
      	
              ●

            	
              Azure
      IV Acquisition Corporation (AZ)

            
	 
      	 
      	
              ●

            	
              Brown
      & Brown of New Mexico, Inc. (NM)

            
	
              Brown
      & Brown Insurance of Georgia, Inc. (GA)

            
	
              Brown
      & Brown Insurance of Nevada, Inc. (NV)

            
	
              Brown
      & Brown Insurance Services of El Paso, Inc. (TX)

            
	
              Brown
      & Brown Insurance Services of San Antonio, Inc.(TX)

            
	
              Brown
      & Brown Insurance Services of Texas, Inc. (TX)

            
	
              Brown
      & Brown Metro, Inc. (NJ)

            
	
              Brown
      & Brown of Arkansas, Inc. (AR)

            
	
              Brown
      & Brown of Bartlesville, Inc. (OK)

            
	
              Brown
      & Brown of California, Inc. (CA)

            
	
              Brown
      & Brown of Central Carolina, Inc. (NC)

            
	
              Brown
      & Brown of Central Oklahoma, Inc. (OK)

            
	
              Brown
      & Brown of Colorado, Inc. (CO)

            
	
              Brown
      & Brown of Connecticut, Inc. (CT)

            
	
              Brown
      & Brown of Delaware, Inc. (DE)

            
	
              Brown
      & Brown of Illinois, Inc. (IL)

            
	
              Brown
      & Brown of Iowa, Inc. (IA)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Brown
      & Brown of Kentucky, Inc. (KY)

            
	
              Brown
      & Brown of Louisiana, Inc. (LA)

            
	
              Brown
      & Brown of Michigan, Inc. (MI)

            
	
              Brown
      & Brown of Minnesota, Inc. (MN)

            
	
              Brown
      & Brown of Missouri, Inc. (MO)

            
	
              Brown
      & Brown of New Hampshire, Inc. (NH)

            
	
              Brown
      & Brown of New Jersey, Inc. (NJ)

            
	 
      	 
      	
              ●

            	
              Brown
      & Brown of Lehigh Valley, Inc. (PA)

            
	
              Brown
      & Brown of New York, Inc. (NY)

            
	
              Brown
      & Brown of North Carolina, Inc. (NC)

            
	
              Brown
      & Brown of North Dakota, Inc. (ND)

            
	
              Brown
      & Brown of Northern California, Inc. (CA)

            
	
              Brown
      & Brown of Ohio, Inc. (OH)

            
	 
      	 
      	
              ●

            	
              Brown
      & Brown of Indiana, Inc. (IN)

            
	 
      	 
      	 
      	
              o

            	
              Brown
      & Brown of Southwest Indiana, Inc. (IN)

            
	
              Brown
      & Brown of Pennsylvania, Inc. (PA)

            
	
              Brown
      & Brown of South Carolina, Inc. (SC)

            
	
              Brown
      & Brown of Washington, Inc. (WA)

            
	 
      	 
      	
              ●

            	
              International
      E&S Insurance Brokers, Inc. f/k/a Azure VI Merger Co.
    (CA)

            
	
              Brown
      & Brown of West Virginia, Inc. (WV)

            
	
              Brown
      & Brown of Wisconsin, Inc. (WI)

            
	
              Brown
      & Brown Premium Finance Co. (VA)

            
	
              Brown
      & Brown Re, Inc. (CT)

            
	
              Brown
      & Brown Realty Co. (DE)

            
	
              Champion
      Underwriters, Inc.

            
	
              Conduit
      Insurance Managers, Inc. (TX)

            
	
              Decus
      Holdings (UK), Limited (UK) - UK Registration No.
    000006382677

            
	
              Decus
      Insurance Brokers Limited (UK) - UK Registration No.
      000006382680

            
	
              ECC
      Insurance Brokers, Inc. (IL)

            
	
              Energy
      & Marine Underwriters, Inc. (LA)

            
	
              Grinspec,
      Inc. (NJ)

            
	
              Hardin
      & Wilson, Inc. (AR)

            
	
              Healthcare
      Insurance Professionals, Inc. (TX)

            
	
              Hull
      & Company, Inc. (FL)

            
	 
      	 
      	
              ●

            	
              Hull
      & Company of New York, Inc. (NY)

            
	
              John
      Manner Insurance Agency, Inc. (DE)

            
	
              Lancer
      Claims Services, Inc. (NV)

            
	
              LDP
      Consulting Group, Inc. (NJ)

            
	
              Madoline
      Corporation (FL)

            
	 
      	 
      	
              ●

            	
              Florida
      Intracoastal Underwriters, Limited Co. (FL)

            
	
              Monarch
      Management Corporation (KS)

            
	
              Payease
      Financial, Inc. (OK)

            
	
              Peachtree
      Special Risk Brokers of New York, LLC (NY)

            
	
              Peachtree
      Special Risk Brokers, LLC (GA)

            
	
              Peachtree
      Special Risk Insurance Brokers of NV, Inc. (NV)

            
	
              Peachtree
      West Insurance Brokers, Inc. (CA)

            
	
              Preferred
      Governmental Claim Solutions, Inc. (FL)

            
	
              Proctor
      Financial, Inc. (MI)

            
	
              Program
      Management Services, Inc. (FL)

            
	
              Public
      Risk Underwriters, Inc. (FL)

            
	 
      	 
      	
              ●

            	
              Public
      Risk Underwriters Insurance Services of Texas, LLC (TX)

            
	 
      	 
      	
              ●

            	
              Public
      Risk Underwriters of Florida, Inc. (FL)

            
	 
      	 
      	
              ●

            	
              Public
      Risk Underwriters of Georgia, Inc. (GA)

            
	 
      	 
      	
              ●

            	
              Public
      Risk Underwriters of Illinois, LLC (IL)

            
	 
      	 
      	
              ●

            	
              Public
      Risk Underwriters of Indiana, Inc.
(IN)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              ●

            	
              Public
      Risk Underwriters of New Jersey, Inc. (NJ)

            
	 
      	 
      	
              ●

            	
              Public
      Risk Underwriters of the Northwest, Inc. (WA)

            
	
              Risk
      Management Associates, Inc. (FL)

            
	
              Roswell
      Insurance & Surety Agency, Inc. (NM)

            
	
              Technical
      Risks, Inc. (TX)

            
	
              The
      Flagship Group, Ltd. (VA)

            
	
              Title
      Pac, Inc. (OK)

            
	
              Unified
      Seniors Association, Inc. (GA
non-profit)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.4

    


    TAX FILINGS AND
PAYMENTS

    


    -NONE-

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.5

    


    CERTAIN PENDING AND
THREATENED LITIGATION

    


     

    Legal
Proceedings

     

    Governmental
Investigations Regarding Compensation Practices

     

    As
disclosed in prior years, Brown & Brown, Inc. was one of more than ten
insurance intermediaries named together with a number of insurance companies as
defendants in putative class action lawsuits purporting to be brought on behalf
of policyholders. Brown & Brown, Inc. initially became a defendant in
certain of those actions in October and December of 2004. In February 2005, the
Judicial Panel on Multi-District Litigation consolidated these cases, together
with other putative class action lawsuits in which Brown & Brown, Inc. was
not named as a party, to a single jurisdiction, the United States District
Court, District of New Jersey, for pre-trial purposes. One of the consolidated
actions, In Re:
Employee-Benefits Insurance Antitrust Litigation, concerns employee
benefits insurance and the other, styled In Re: Insurance Brokerage Antitrust
Litigation, involves other lines of insurance. These two consolidated
actions are collectively referred to in this report as the “Antitrust Actions.”
The complaints refer to an action, since settled, that was filed against Marsh
& McLennan Companies, Inc. (“Marsh & McLennan”), the largest insurance
broker in the world, by the New York State Attorney General in October 2004, and
allege various improprieties and unlawful acts by the various defendants in the
pricing and placement of insurance, including alleged manipulation of the
insurance market by, among other things: “bid rigging” and “steering” clients to
particular insurers based on considerations other than the clients’ interests;
alleged entry into unlawful tying arrangements pursuant to which the placement
of primary insurance contracts was conditioned upon commitments to place
reinsurance through a particular broker; and alleged failure to disclose
contingent commission and other allegedly improper compensation and fee
arrangements.

     

    On April
5, 2007, the United States District Court, District of New Jersey, dismissed all
claims alleging violations of federal law against all defendants, including the
Company, in each of the Antitrust Actions, but allowed the plaintiffs leave to
file an amended complaint by May 22, 2007. Subsequently, on May 21, 2007, the
plaintiffs in the Antitrust Actions settled with the Company in exchange for the
Company’s agreement to waive its claims for sanctions and to reasonably
cooperate with plaintiffs in the event that they seek additional information
from the Company.

     

    Since the
New York State Attorney General filed the lawsuit referenced above against Marsh
& McLennan in October 2004, governmental agencies in a number of states have
looked or are looking into issues related to compensation practices in the
insurance industry, and the Company has received and responded to written and
oral requests for information and/or subpoenas seeking information related to
this topic. To date, requests for information and/or subpoenas have been
received from governmental agencies such as attorneys general or departments of
insurance in the following states: Arkansas (Department of Insurance), Arizona
(Department of Insurance), California (Department of Insurance), Connecticut
(Office of Attorney General), Florida (Office of Attorney General, Department of
Financial Services, and Office of Insurance Regulation), Illinois (Office of
Attorney General), Nevada (Department of Business & Industry, Division of
Insurance), New Hampshire (Department of Insurance), New Jersey (Department of
Banking and Insurance), New York (Office of Attorney General), North Carolina
(Department of Insurance and Department of Justice), Oklahoma (Department of
Insurance), Pennsylvania (Department of Insurance), South Carolina (Department
of Insurance), Texas (Department of Insurance), Vermont (Department of Banking,
Insurance, Securities & Healthcare Administration), Virginia (State
Corporation Commission, Bureau of Insurance, Agent Regulation &
Administration Division), Washington (Office of Insurance Commissioner) and West
Virginia (Office of Attorney General). Agencies in Arizona, Virginia and
Washington have concluded their respective investigations of subsidiaries of
Brown & Brown, Inc. based in those states with no further action as to these
entities.

     

    As
previously disclosed in our public filings, on December 8, 2006, Brown &
Brown reached a settlement with the Florida government agencies identified above
which terminated the joint investigation of those agencies with respect to Brown
& Brown, Inc. and its subsidiaries. The settlement involved no finding of
wrongdoing, no fines or penalties and no prohibition of profit-sharing
compensation. Pursuant to the terms of the settlement, Brown & Brown, Inc.
agreed to pay $1,800,000 to the investigating agencies to be distributed to
Florida governmental entity policyholders of the Company plus $1,000,000 in
attorneys’ fees and costs associated with the investigation. Additionally, a
Brown & Brown, Inc. subsidiary, Program Management Services Inc., doing
business as Public Risk Underwriters®, agreed to pay $3,000,000 to the
investigating agencies for distribution to a local government self-insurance
fund. The affirmative obligations imposed under the settlement include continued
enhanced disclosures to Florida policyholders concerning compensation received
by Brown & Brown, Inc. and its subsidiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Some of
the other insurance intermediaries and insurance companies that have been
subject to governmental investigations and/or lawsuits arising out of these
matters have chosen to settle some such matters. Such settlements have involved
the payment of substantial sums, as well as agreements to change business
practices, including agreeing to no longer pay or accept profit-sharing
contingent commissions.

     

    As
previously disclosed in our public filings, offices of the Company are party to
profit-sharing contingent commission agreements with certain insurance
companies, including agreements providing for potential payment of
revenue-sharing commissions by insurance companies based primarily on the
overall profitability of the aggregate business written with that insurance
company, and/or additional factors such as retention ratios and overall volume
of business that an office or offices place with the insurance company.
Additionally, to a lesser extent, some offices of the Company are party to
override commission agreements with certain insurance companies, and these
agreements provide for commission rates in excess of standard commission rates
to be applied to specific lines of business, such as group health business,
based primarily on the overall volume of such business that the office or
offices in question place with the insurance company. The Company has not chosen
to discontinue receiving profit-sharing contingent commissions or override
commissions.

     

    As
previously disclosed, in 2005 a committee comprised of independent members of
the Board of Directors of Brown & Brown, Inc. (the “Special Review
Committee”) determined that maintenance of a derivative suit was not in the best
interests of the Company, following an investigation in response to a December
2004 demand letter from counsel purporting to represent a current shareholder of
Brown & Brown, Inc. (the “Demand Letter”). The Demand Letter sought the
commencement of a derivative suit by Brown & Brown, Inc. against the Board
of Directors and current and former officers and directors of Brown & Brown,
Inc. for alleged breaches of fiduciary duty related to the Company’s
participation in contingent commission agreements. The Special Review
Committee’s conclusions were communicated to the purported shareholder’s counsel
and there has been limited communication since then. There can be no assurance
that the purported shareholder will not further pursue his allegations or that
any pursuit of any such allegations would not have a material adverse effect on
the Company.

     

    In
response to the foregoing events, the Company also, on its own volition, engaged
outside counsel to conduct a limited internal inquiry into certain sales and
marketing practices of the Company, with special emphasis on the effects of
profit-sharing contingent commission agreements on the placement of insurance
products by the Company for its clients. The internal inquiry resulted in
several recommendations being made in January 2006 regarding disclosure of
compensation, premium finance charges, the retail-wholesale interface, fee-based
compensation and direct incentives from insurance companies, and the Company has
been evaluating such recommendations and has adopted or is in the process of
adopting these recommendations. As a result of that inquiry, and in the process
of preparing responses to some of the governmental agency inquiries referenced
above, management of the Company became aware of a limited number of specific,
unrelated instances of questionable conduct. These matters have been addressed
and resolved, or are in the process of being addressed and resolved, on a
case-by-case basis, and thus far the amounts involved in resolving such matters
have not been, either individually or in the aggregate, material. However, there
can be no assurance that the ultimate cost and ramifications of resolving these
matters will not have a material adverse effect on the Company.

     

    The
Company cannot currently predict the impact or resolution of the various
governmental inquiries or related matters and thus cannot reasonably estimate a
range of possible loss, which could be material, or whether the resolution of
these matters may harm the Company’s business and/or lead to a decrease in or
elimination of profit-sharing contingent commissions and override commissions,
which could have a material adverse impact on the Company’s consolidated
financial condition.

     

    Other
Proceedings

     

    The
Company is involved in numerous pending or threatened proceedings by or against
Brown & Brown, Inc. or one or more of its subsidiaries that arise in the
ordinary course of business. The damages that may be claimed against the Company
in these various proceedings are substantial, including in many instances claims
for punitive or extraordinary damages. Some of these claims and lawsuits have
been resolved, others are in the process of being resolved, and others are still
in the investigation or discovery phase. The Company will continue to respond
appropriately to these claims and lawsuits, and to vigorously protect its
interests.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Among the
above-referenced claims, and as previously described in the Company’s public
filings, there are several threatened and pending legal claims and lawsuits
against Brown & Brown, Inc. and Brown & Brown Insurance Services of
Texas, Inc. (BBTX), a subsidiary of Brown & Brown, Inc., arising out of
BBTX’s involvement with the procurement and placement of workers’ compensation
insurance coverage for entities including several professional employer
organizations. One such action, styled Great American Insurance Company, et
al. v. The Contractor’s Advantage, Inc., et al., Cause No. 2002-33960,
pending in the 189th Judicial District Court in Harris County, Texas, asserts
numerous causes of action, including fraud, civil conspiracy, federal Lanham Act
and RICO violations, breach of fiduciary duty, breach of contract, negligence
and violations of the Texas Insurance Code against BBTX, Brown & Brown, Inc.
and other defendants, and seeks recovery of punitive or extraordinary damages
(such as treble damages) and attorneys’ fees.

     

    Although
the ultimate outcome of the matters referenced in this section titled “Other
Proceedings” cannot be ascertained and liabilities in indeterminate amounts may
be imposed on Brown & Brown, Inc. or its subsidiaries, on the basis of
present information, availability of insurance and legal advice received, it is
the opinion of management that the disposition or ultimate determination of such
claims will not have a material adverse effect on the Company’s consolidated
financial position. However, as (i) one or more of the Company’s insurance
carriers could take the position that portions of these claims are not covered
by the Company’s insurance, (ii) to the extent that payments are made to resolve
claims and lawsuits, applicable insurance policy limits are eroded, and (iii)
the claims and lawsuits relating to these matters are continuing to develop, it
is possible that future results of operations or cash flows for any particular
quarterly or annual period could be materially affected by unfavorable
resolutions of these matters.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.7

    


    LIENS ON BORROWER
ASSETS

    


    


    -NONE-

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.11

    


    EMPLOYEE BENEFIT
MATTERS

    


    -NONE-

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.13

    


    OUTSTANDING DEBT AND
DEFAULTS

    


    
      	 
      	 
      	 	
              BALANCE

            	 
	
              BRANCH

            	
              CREDITOR

            	 	
              03/31/08

            	 
	 
      	 
      	 	 	 
	
              Corporate

            	
              SunTrust
      LOC

            	 	 	0.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Prudential
      Managed - Series C

            	 	 	11,300,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              PRIAC
      - Series C

            	 	 	1,200,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Prudential
      - Series C

            	 	 	12,500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Variable
      Annuity - Series B

            	 	 	32,500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              US
      Life - Series B

            	 	 	7,500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              American
      Int'l Life - Series B

            	 	 	5,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              AIG
      Life - Series B

            	 	 	5,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              New
      York Life - Series B

            	 	 	9,500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              New
      York Life 2 - Series B

            	 	 	5,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              New
      York Life 3 - Series B

            	 	 	500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Prudential
      - Series B

            	 	 	10,500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Hare
      & Co. - Series B

            	 	 	3,850,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              American
      Bankers - Series B

            	 	 	2,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              American
      Memorial - Series B

            	 	 	2,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Fortis
      Insurance - Series B

            	 	 	1,150,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              John
      Alden Life - Series B

            	 	 	1,500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Phoenix
      Life - Series B

            	 	 	4,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              PHL
      - Series B

            	 	 	500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              PHL
      2 - Series B

            	 	 	1,500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Life
      Ins. Of the SW - Series B

            	 	 	6,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Security
      Financial - Series B

            	 	 	2,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              New
      York Life - Series A

            	 	 	9,500,000.00	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Corporate

            	
              New
      York Life 2 - Series A

            	 	 	5,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              New
      York Life 3 - Series A

            	 	 	500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Prudential
      Retirment Guaranteed Cost Business Trust - Series A

            	 	 	10,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              New
      York Life Insurance Company ("NYLIC")

            	 	 	4,500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              New
      York Life Insurance and Annuity Corporation ("NYLIAC")

            	 	 	15,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              New
      York Life Insurance and Annuity Corporation Institutionally Owned Life
      Insurance Separate Account 30C (NYLIAC BOLI-30C")

            	 	 	500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Allstate
      Life Ins. - Series A

            	 	 	20,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Allstate
      Ins. - Series A

            	 	 	5,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              United
      of Omaha - Series A

            	 	 	17,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Mutual
      of Omaha - Series A

            	 	 	6,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Companion
      Life - Series A

            	 	 	2,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              Phoenix
      Life - Series A

            	 	 	3,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              PHL
      - Series A

            	 	 	500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              PHL
      2 - Series A

            	 	 	1,000,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              PHL
      3 - Series A

            	 	 	500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              The
      Prudential Insurance Company - Series  D

            	 	 	12,500,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              The
      Prudential Insurance Company - Series  D

            	 	 	9,250,000.00	 
	 	 	 	 	 	 
	
              Corporate

            	
              How
      & Co. Series D

            	 	 	3,250,000.00	 
	 	 	 	 	 	 
	
              Sterling
      Heights

            	
              Sterling
      Heights

            	 	 	60,437.48	 
	 	 	 	 	 	 
	
              Rome,
      GA

            	
              Teresa
      H. Booker

            	 	 	112,897.50	 
	 	 	 	 	 	 
	
              Sterling
      Heights

            	
              Sterling
      Heights

            	 	 	3,500,000.00	 
	 	 	 	 	 	 
	
              Decus
      Ins. Brokers

            	
              AJG

            	 	 	750,000.00	 
	 	 	 	 	 	 
	
              Evergreen
      RE

            	
              Evergreen

            	 	 	2,000,000.00	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Grinspec

            	
              Grinspec
      Inc.

            	 	 	14,461.00	 
	 	 	 	 	 	 
	
              Hull

            	
              Excess
      & Surplus Lines Ins Brokers

            	 	 	750,000.00	 
	 	 	 	 	 	 
	
              Las
      Vegas

            	
              Ashley

            	 	 	41,047.00	 
	 	 	 	 	 	 
	
              Muirfield

            	
              Muirfield
      Insurance, Inc

            	 	 	372,442.50	 
	 	 	 	 	 	 
	
              Nashville
      - SII

            	
              Security
      Insurance

            	 	 	440,296.74	 
	 	 	 	 	 	 
	
              Nashville
      - SII

            	
              C.S.
      Fulk, II

            	 	 	4,975.99	 
	 	 	 	 	 	 
	
              Nashville
      - SII

            	
              Joseph
      de Pasquale

            	 	 	28,063.06	 
	 	 	 	 	 	 
	
              Nashville
      - SII

            	
              Robert
      P. Alexander

            	 	 	29,528.38	 
	 	 	 	 	 	 
	
              Proctor

            	
              Roger
      Johnson Insurance

            	 	 	450,000.00	 
	 	 	 	 	 	 
	
              Tampa

            	
              MEW
      Custom Staffing, LLC

            	 	 	185,598.85	 
	 	 	 	 	 	 
	
              Tecumseh

            	
              Turner
      & Associates Insurance Agency

            	 	 	341,729.75	 
	 	 	 	 	 	 
	
              The
      Benefits Dept-Charlotte NC

            	
              W.J.Fowler
      & Company

            	 	 	601,136.64	 
	 	 	 	 	 	 
	
              White
      Plains

            	
              PRM

            	 	 	11,702.11	 
	 	 	 	 	 	 
	
              Corporate

            	
              Matthew
      Hulcher

            	 	 	176,763.95	 
	 	 	 	 	 	 
	
              Corporate

            	
              John
      Williams

            	 	 	176,763.95	 
	 
      	 
      	 	 	 	 
	 
      	 
      	 	$	260,047,844.90	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.14

    


    CONFLICTING
AGREEMENTS

    


    -NONE-

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.15(a)

    


    ENVIRONMENTAL
COMPLIANCE

    


    -NONE-

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.15(b)

    


    ENVIRONMENTAL
NOTICES

    


    -NONE-

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.15(c)

    


    ENVIRONMENTAL
PERMITS

    


    -NONE-

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.17

    


    PATENT, TRADEMARK, LICENSE,
AND OTHER INTELLECTUAL PROPERTY MATTERS

    


    


    -NONE-

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.21

    


    LABOR AND EMPLOYMENT
MATTERS

    


    


    -NONE-

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.22

    


    INTERCOMPANY
LOANS

    


    Inter-company
loans to Decus Insurance Brokers at May 30, 2008 was
£1,718,130.  Additional loans are

    expected
to be made to Decus Insurance Brokers in June 2008 of approximately
£870,000.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.23

    


    BURDENSOME
RESTRICTIONS

    


    -NONE-

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.28(a)

    


    PLACES OF
BUSINESS

    


    See
Separate Schedule.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
8.1(b)

    


    EXISTING
INDEBTEDNESS

    


    


    See
Schedule 6.13

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
8.2

    


    EXISTING
LIENS

    


    


    -NONE-

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    


    Schedule
8.5

    


    PERMITTED
INVESTMENTS

    


    


    
      	
              Brown
      & Brown, Inc.

            	 	 	 	 	 	 	 	 	 	 
	
              Summary
      of Investments

            	 	 	 	 	 	 	 	 	 	 
	
              March
      31, 2008

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              27-May-08

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	
              #
      of Shares

            	 	 	
              Cost

            	 	 	
              Market
      Value

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Description

            	 	 	
              03/31/08

            	 	 	
              03/31/08

            	 	 	
              3/31/2008

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Short-Term
      Investments:

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Preferred
      Stock (Account # 11241)

            	 	 	 	 	 	 	 	 	 	 
	 	
              N/A

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              Total
      Preferred Stock

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Partnerships
      (Account # 11265):

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	
              N/A

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              Total
      Partnerships

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Bonds
      (Account #11245):

            	 	 	 	 	 	 	 	 	 	 
	 	
              N/A

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              Total
      Bonds

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Common
      Stock (Account # 11270):

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Open

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              Open

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              Open

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              Open

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              Selective
      Insurance Group

            	 	 	 	2,004.98	 	 	 	25,000.00	 	 	 	47,878.92	 
	
              Total
      Common Stock

            	 	 	 	2,004.98	 	 	 	25,000.00	 	 	 	47,878.92	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Non-Marketable
      Securities (Account # 11271):

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Open

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              Partner
      Savings Bank

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              Total
      Non-Marketable Sec.

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Other
      Short-Term Investments (Account # 11275):

            	 	 	 	 	 	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              State
      of Israel Bonds - 1 year

            	 	 	 	514,583.34	 	 	 	514,583.34	 	 	 	514,583.34	 
	
              CD-
      Alliance Bank (Syracuse)

            	 	 	 	2,000,000.00	 	 	 	2,000,000.00	 	 	 	2,000,000.00	 
	
              CD-
      Alliance Bank (Syracuse) - Corp Interest

            	 	 	 	35,676.84	 	 	 	35,676.84	 	 	 	35,676.84	 
	
              CD
      - Community Bank (Syracuse)

            	 	 	 	1,000,000.00	 	 	 	1,000,000.00	 	 	 	1,000,000.00	 
	
              CD
      - Community Bank -(Syracuse) Corp interest

            	 	 	 	3,838.18	 	 	 	3,838.18	 	 	 	3,838.18	 
	
              CD
      - RCB Bank (Pryor)

            	 	 	 	14,737.20	 	 	 	14,737.20	 	 	 	14,737.20	 
	
              CD
      - Century Bank (Pryor)

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              CD
      - First Priority Bank (Pryor)

            	 	 	 	58,839.39	 	 	 	58,839.39	 	 	 	58,839.39	 
	
              CD
      - Century Bank (Pryor)

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              CD
      - Lakeside Bank of Salina (Pryor)

            	 	 	 	10,000.00	 	 	 	10,000.00	 	 	 	10,000.00	 
	
              CD
      - Lakeside Bank of Salina (Pryor) corp interest

            	 	 	 	104.54	 	 	 	104.54	 	 	 	104.54	 
	
              CD
      - Lakeside Bank of Salina (Pryor)

            	 	 	 	10,000.00	 	 	 	10,000.00	 	 	 	10,000.00	 
	
              CD
      - Lakeside Bank of Salina (Pryor) corp interest

            	 	 	 	83.21	 	 	 	83.21	 	 	 	83.21	 
	
              CD
      - Century Bank (Pryor)

            	 	 	 	12,358.19	 	 	 	12,358.19	 	 	 	12,358.19	 
	
              CD
      - Century Bank (Pryor)

            	 	 	 	97.31	 	 	 	97.31	 	 	 	97.31	 
	
              CD
      - First Priority Bank (Pryor)

            	 	 	 	12,918.10	 	 	 	12,918.10	 	 	 	12,918.10	 
	
              CD
      - Century Bank (Pryor)

            	 	 	 	37,129.18	 	 	 	37,129.18	 	 	 	37,129.18	 
	
              CD
      - Century Bank (Pryor)- corp interest

            	 	 	 	23.21	 	 	 	23.21	 	 	 	23.21	 
	
              CD
      - Bank of St Pete (Tampa)

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              CD
      - Bank of St Pete (Corp) Interest

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              CD
      - Bank of St Pete (Tampa)

            	 	 	 	111,295.50	 	 	 	111,295.50	 	 	 	111,295.50	 
	
              CD
      - Bank of St Pete (Corp) Interest

            	 	 	 	336.02	 	 	 	336.02	 	 	 	336.02	 
	
              CD
      - Orion Bank (Nap-Ben)

            	 	 	 	2,000.38	 	 	 	2,000.38	 	 	 	2,000.38	 
	
              CD
      - Orion Bank (Nap-Ben)

            	 	 	 	50,152.58	 	 	 	50,152.58	 	 	 	50,152.58	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              CD
      - State Bank - LaCrosse

            	 	 	 	500,000.00	 	 	 	500,000.00	 	 	 	500,000.00	 
	
              CD
      - State Bank - LaCrosse - Corp Interest

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              CD
      - First Community Bank - Joliet

            	 	 	 	250,000.00	 	 	 	250,000.00	 	 	 	250,000.00	 
	
              CD
      - First Community Bank - Joliet Corp interest

            	 	 	 	1,034.21	 	 	 	1,034.21	 	 	 	1,034.21	 
	
              Open

            	 	 	 	(0.01	)	 	 	(0.01	)	 	 	(0.01	)
	
              Total
      Other Short-Term Investments

            	 	 	4,625,207.37	 	 	 	4,625,207.37	 	 	 	4,625,207.37	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
      Short-Term Investments

            	 	 	 	 	 	 	4,650,207.37	 	 	 	4,673,086.29	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Long-Term
      Investments:

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Investments
      (Account # 12110):

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Open

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              MacDuff
      Underwriters

            	 	 	 	0.00	 	 	 	100.00	 	 	 	100.00	 
	
              Greystone
      Capital Partners

            	 	 	 	0.00	 	 	 	221,500.00	 	 	 	221,500.00	 
	
              United
      Agents Holdings

            	 	 	 	1,500.00	 	 	 	15,000.00	 	 	 	15,000.00	 
	
              National
      Insurance Exchange

            	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	
              Captiva,
      LTD

            	 	 	 	0.00	 	 	 	50,000.00	 	 	 	50,000.00	 
	
              PL
      Services

            	 	 	 	484.00	 	 	 	104,797.00	 	 	 	104,797.00	 
	
              Total
      Investments

            	 	 	 	1,984.00	 	 	 	391,397.00	 	 	 	391,397.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
      All Investments

            	 	 	 	 	 	 	 	5,041,604.37	 	 	 	5,064,483.29	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Schedule
9.11

    


    PERMITTED
STOCKHOLDERS

    


    -NONE-