Exhibit 10.1CREDIT AGREEMENTamongINTEGRA BANK CORPORATIONas Borrower,SUNTRUST BANK,as Agent,and the BANKS named hereinAs of August 5, 2005
 

 
CREDIT AGREEMENT     CREDIT AGREEMENT dated as of August 5, 2005 among INTEGRA BANK CORPORATION, an Indianacorporation (the “Borrower”), each of the banks named on the signature pages hereto underthe caption “Banks” (individually, a “Bank” and, collectively, the “Banks”) andSUNTRUST BANK, as agent for the Banks (in such capacity, together with its successors in suchcapacity, the “Agent”).     WHEREAS, the Borrower has requested that the Agent and Banks make available to it revolvingcredit loans in an aggregate amount not exceeding $15,000,000 at any time, and the Agent and Banksare willing to make available such revolving credit loans upon the terms and conditions hereof.     NOW, THEREFORE, the parties hereto agree as follows:SECTION 1. DEFINITIONS AND ACCOUNTING     1.1 Defined Terms. As used herein, the following terms shall have the followingmeanings (terms defined in this Section 1.1 or in other provisions of this Agreement in thesingular to have correlative meanings when used in the plural and vice versa):     “Acquisition” means any transaction or series of related transactions for the purposeof, or resulting, directly or indirectly, in (a) the acquisition of all or substantially all theassets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of50% of the capital stock, partnership interest, membership interest, or equity of any Person, orotherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation of, or anyother combination with, another Person (other than a Person that is a Subsidiary), provided thatthe Borrower or a Subsidiary is the surviving entity.     “Agreement” means this Credit Agreement, as amended, modified, or supplemented fromtime to time.     “Administrative Questionnaire” shall mean, with respect to each Bank, anadministrative questionnaire in the form prepared by the Agent and submitted to the Agent by suchBank.     “Applicable Lending Office” shall mean, for each Bank and for each type of Loan, thelending office of such Bank designated for such type of Loan on Schedule 1 hereto or suchother office of such Bank as such Bank may from time to time specify to the Agent and the Borroweras the office by which its Loans of such type are to be made and maintained.     “Applicable Margin” means, for Federal Funds Rate Loans and Eurodollar Loans, 1.25%per annum.     “Approved Fund” shall mean any Person (other than a natural Person) that is (or willbe) engaged in making, purchasing, holding or otherwise investing in commercial loans and similarextensions of credit in the ordinary course of its business and that is administered or managed by(i) a Bank, (ii) an Affiliate of a Bank or (iii) an entity or an Affiliate of an entity thatadministers or manages a Bank.
 

 
     “Assignment and Acceptance” shall mean an assignment and acceptance entered into by aLender and an assignee (with the consent of any party whose consent is required by Section11.5(b)) and accepted by the Agent, in the form of Exhibit C attached hereto or anyother form approved by the Agent.     “Authorized Officer” shall mean, with respect to the giving of a notice of borrowingpursuant to Section 2.2, each of the Persons named on Schedule 5 and any otherPerson identified in a notice from a Person who is then an Authorized Officer to the Agent as beingan “Authorized Officer.” Any “Authorized Officer” shall cease to be such at any time that a Personwho is an Authorized Officer shall provide notice to the Agent that the named Authorized Officerhas ceased to be an Authorized Officer; provided, that the Agent shall be fully protected inaccepting and acting on borrowing notices or other notices from any Person who is an AuthorizedOfficer prior to actual receipt of notice of such cessation and such notices shall bind theBorrower.     “Base Rate” shall mean the higher of (i) the per annum rate which the Agent publiclyannounces from time to time to be its prime lending rate, as in effect from time to time, and (ii)the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%). TheAgent’s prime lending rate is a reference rate and does not necessarily represent the lowest orbest rate charged to customers. The Agent may make commercial loans or other loans at rates ofinterest at, above or below the Agent’s prime lending rate. Each change in the Agent’s primelending rate shall be effective from and including the date such change is publicly announced asbeing effective.     “Base Rate Loans” shall mean Loans the interest rates on which are determined on thebasis of the Base Rate.     “Business Day” shall mean any day on which commercial banks are not authorized orrequired by law to close in Atlanta, Georgia, and, if such day relates to a Conversion, notice,payment, or other transaction in respect of a Eurodollar Loan or the first or last day of anInterest Period, a day which is also a day on which dealings in Dollar deposits are carried out inthe London interbank market.     “Capital Lease Obligations” shall mean, as to any Person, the obligations of suchPerson which are required to be accounted for as capital leases on a balance sheet of such Personunder GAAP and, for purposes of this Agreement, the amount of such obligations shall be thecapitalized amount thereof determined in accordance with GAAP.     “Change in Control” shall mean, with respect to any Person, the acquisition by anyPerson or two or more Persons acting in concert of beneficial ownership (within the meaning of Rule13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 asamended) of 25% or more of the voting stock of such Person.     “Code” shall mean the Internal Revenue Code of 1986 as amended from time to time.     “Commitment” shall mean, as to each Bank, the obligation of such Bank to make Loans tothe Borrower under this Agreement in an aggregate amount not at any time exceeding the amount setforth opposite the name of such Bank in the “Commitment” column in Schedule 1 or,
 

 
where the context so requires, the amount of such obligation, as the same may be reduced fromtime to time pursuant to Section 2.3 or increased pursuant to Section 2.11.     “Consolidated Subsidiary” shall mean each Subsidiary (whether now existing orhereafter created or acquired) the financial statements of which are required to be consolidatedwith the financial statements of the Borrower in accordance with GAAP.     “Continue,” “Continuation,” and “Continued” shall refer to thecontinuation pursuant to Section 2.4 hereof of a Eurodollar Loan as a Eurodollar Loan fromone Interest Period to the next Interest Period.     “Convert,” “Conversion” and “Converted” shall refer to a conversion pursuant toSection 2.4 hereof of Loans of one type into Loans of another type.     “Credit Extension” shall mean the making of any Loan.     “Default” shall mean an Event of Default or an event that with notice or lapse of timeor both would become an Event of Default.     “Dollars” and “$” shall mean lawful money of the United States of America.     “Double Leverage Ratio” means the ratio of     (a) equity investments of the Borrower in its Subsidiaries          to     (b) (i) consolidated shareholders’ equity of the Borrower and its Subsidiaries [plus (ii), tothe extent treated as in Tier 1 Capital (as defined under applicable federal banking regulations),Trust Preferred Securities.     “Eligible Assignee” shall mean (i) a Bank; (ii) an Affiliate of a Bank; (iii) anApproved Fund; and (iv) any other Person (other than a natural Person) approved by the Agent, andunless (x) such Person is taking delivery of an assignment in connection with physical settlementof a credit derivatives transaction or (y) an Event of Default has occurred and is continuing, theBorrower (each such approval not to be unreasonably withheld or delayed). If the consent of theBorrower to an assignment or to an Eligible Assignee is required hereunder (including a consent toan assignment which does not meet the minimum assignment thresholds specified in paragraph (b)(i)of Section 11.5), the Borrower shall be deemed to have given its consent five Business Days afterthe date notice thereof has actually been delivered by the assigning Bank (through the Agent) tothe Borrower, unless such consent is expressly refused by the Borrower prior to such fifth BusinessDay.     “Environmental Laws” shall mean all federal, state, and local laws, includingstatutes, regulations, ordinances, codes, rules, and other governmental restrictions andrequirements, relating to the release or discharge of air pollutants, water pollutants, or processwaste water or otherwise relating to the environment or hazardous substances or the treatment,processing, storage, disposal, release, transport, or other handling thereof, including, but notlimited to, the
 

 
federal Solid Waste Disposal Act, the federal Clean Air Act, the federal Clean Water Act, thefederal Resource Conservation and Recovery Act, the federal Hazardous Materials Transportation Act,the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, thefederal Toxic Substances Control Act, regulations of the Nuclear Regulatory Agency, and regulationsof any state department of natural resources or state environmental protection agency, in each caseas now or at any time hereafter in effect.     “ERISA” shall mean the Employee Retirement Income Security Act of 1974 as amended fromtime to time.     “ERISA Affiliate” shall mean any corporation or trade or business that is a member ofthe same controlled group of corporations (within the meaning of Section 414(b) of the Code) as theBorrower or is under common control (within the meaning of Section 414(c) of the Code) with theBorrower.     “Eurodollar Loans” shall mean Loans the interest rates on which are determined on thebasis of rates referred to in the definition of “LIBOR Rate.”     “Event of Default” shall have the meaning attributed thereto in Section 9hereof.     “Fed Funds Rate Loans” shall mean Loans the interest rates on which are determined onthe basis of rates referred to in the definition of “Fed Funds Rate.”     “Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, ifnecessary, to the next 1/100th of 1%) equal to the weighted average of the rates on overnightFederal funds transactions with member banks of the Federal Reserve System arranged by Federalfunds brokers, as published by the Federal Reserve Bank of New York on the next succeeding BusinessDay or if such rate is not so published for any Business Day, the Federal Funds Rate for such dayshall be the average rounded upwards, if necessary, to the next 1/100th of 1% of the quotations forsuch day on such transactions received by the Agent from three Federal funds brokers of recognizedstanding selected by the Agent. The rate applicable to Fed Funds Rate Loans will change upon anychange in the Federal Funds Rate.     “Foreign Bank” shall mean any Bank that is not a United States person under Section7701(a)(3) of the Code.     “GAAP” shall mean generally accepted accounting principles as in effect from time totime.     “Guarantee” shall mean (a) a guarantee, an endorsement, a contingent agreement topurchase or to furnish funds for the payment or maintenance of, or otherwise to be or becomecontingently liable under or with respect to, the Indebtedness, other obligations, net worth,working capital, or earnings of any Person, (b) a guarantee of the payment of dividends or otherdistributions upon the stock or other equity interests of any Person, or (c) an agreement topurchase, sell, or lease (as lessee or lessor) property or services primarily for the purpose ofenabling a debtor to make payment of such debtor’s obligations or to assure a creditor againstloss, including causing a bank or other financial institution to issue a letter of credit or othersimilar instrument for the benefit of another Person, but excluding endorsements for collection or
 

 
deposit in the ordinary course of business. The terms “Guarantee” and“Guaranteed” shall have correlative meanings.     “Indebtedness” shall mean, as to any Person: (a) obligations created, issued, orincurred by such Person in respect of deposits taken or for borrowed money (whether by loan or bythe issuance and sale of certificates of deposit or debt securities or the sale of property toanother Person subject to an understanding, contingent or otherwise, to repurchase such propertyfrom such Person); (b) obligations of such Person to pay the deferred purchase or acquisition priceof property or services, other than trade accounts payable (other than for borrowed money) arisingin the ordinary course of business so long as such trade accounts payable are not past due; (c)obligations of others secured by a Lien on the property of such Person, whether or not therespective obligations so secured have been assumed by such Person; (d) obligations of such Personin respect of letters of credit or similar instruments issued or accepted by banks and otherfinancial institutions for the account of such Person; (e) Capital Lease Obligations of suchPerson; and (f) Indebtedness of others Guaranteed by such Person.     “Interest Period” shall mean, with respect to any Eurodollar Loan, each periodcommencing on the date such Eurodollar Loan is made or Converted from a Base Rate Loan or a FedFunds Rate Loan or the last day of the next preceding Interest Period for such Eurodollar Loan andending on the numerically corresponding day in the first, second, third or sixth calendar monththereafter, as the Borrower may select, except that each Interest Period which commences on thelast Business Day of a calendar month (or on any day for which there is no numericallycorresponding day in the appropriate subsequent calendar month) shall end on the last Business Dayof the appropriate subsequent calendar month; provided, that each Interest Period which wouldotherwise end on a day which is not a Business Day shall end on the next succeeding Business Dayor, if such next succeeding Business Day falls in the next succeeding calendar month, on the nextpreceding Business Day.     “Investment” in any Person shall mean: (a) the acquisition of capital stock, bonds,notes, debentures, partnership, or other ownership interests, other securities, or Indebtedness ofsuch Person; (b) any deposit with, or loan or other extension of credit to, such Person; (c) anyGuarantee of Indebtedness or other liabilities of such Person; and (d) any amount committed to belent to such Person.     “LIBOR Base Rate” shall mean, for any applicable Interest Period with respect to anyEurodollar Loan, the British Bankers’ Association Interest Settlement Rate per annum for depositsin Dollars for a period equal to such Interest Period appearing on the display designated as Page3750 on the Dow Jones Service (or such other page on that service or such other service designatedby the British Bankers’ Association for the display of such Association’s Interest Settlement Ratesfor Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is two Business Daysprior to the first day of the Interest Period or if such Page 3750 is unavailable for any reason atsuch time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time;provided, that if the Agent determines that the relevant foregoing sources are unavailablefor the relevant Interest Period, LIBOR Base Rate shall mean the rate of interest determined by theAgent to be the average (rounded upward, if necessary, to the nearest 1/100th of 1%) ofthe rates per annum at which deposits in Dollars are offered to the Agent two (2) Business Dayspreceding the first day of such Interest Period by leading banks in the London
 

 
interbank market as of 10:00 a.m. (Atlanta, Georgia time) for delivery on the first day ofsuch Interest Period, for the number of days comprised therein and in an amount comparable to theamount of the Eurodollar Loan of the Agent.     “LIBOR Rate” shall mean, for any Eurodollar Loan for any Interest Period therefor, arate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by the Agentto be equal to (x) the LIBOR Base Rate for such Loan for such Interest Period divided by (y) theremainder of 1 minus the Reserve Requirement for such Loan for such Interest Period.     “Lien” shall mean, with respect to any property of any Person, any mortgage, lien,pledge, charge, security interest, or encumbrance of any kind in respect thereof, including theinterest of a vendor or lessor under any conditional sale, security lease, or other title retentionagreement with respect to any property purchased, leased, or otherwise held by such Person.     “Loan” shall mean each portion of any Revolving Credit Loan made by a Bank pursuant toSection 2.2 that is subject to a particular interest rate election (and, in the case ofEurodollar Loans, a particular Interest Period) and any portion of any thereof that the Borrowerhas elected to be subject to a particular interest rate election (and, in the case of EurodollarLoans, a particular Interest Period) under Section 2.4.     “Loan Documents” shall mean, collectively, this Agreement, the Notes (if any), and anyand all other instruments, agreements, documents and writings executed in connection with any ofthe foregoing.     “Majority Banks” shall mean at any time Banks holding at least 51% of the unpaidprincipal amount of the Loans; provided, that if no Loan is then outstanding, “Majority Banks”shall mean Banks having at least 51% of the aggregate amount of the Commitments.     “Margin Stock” shall mean margin stock within the meaning of Regulations U and X.     “Multiemployer Plan” shall mean a multiemployer plan defined as such in Section 3(37)of ERISA to which contributions have been made by the Borrower or any ERISA Affiliate and which iscovered by Title IV of ERISA.     “Nonperforming Loans” shall have the meaning attributed thereto in Section8.4(d).     “Notes” shall mean the promissory notes provided for by Section 2.8 hereof.     “Participant” shall have the meaning attributed thereto in Section 11.5(d).     “PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding toany or all of its functions under ERISA.     “Percentage” shall mean, as to each Bank, the percentage set forth in the “Percentage”column opposite the name of such Bank in Schedule 1, as the same may be amended inaccordance with this Agreement.
 

 
     “Person” shall mean any individual, corporation, company, limited liability company,voluntary association, partnership, trust, estate, unincorporated organization, or government (orany agency, instrumentality, or political subdivision thereof).     “Plan” shall mean an “employee pension benefit plan” within the meaning of Section3(2) of ERISA other than a Multiemployer Plan.     “Post-Default Rate” shall mean a rate per annum equal to 2% above the Base Rate as ineffect from time to time.     “Quarterly Dates” shall mean the last Business Day of each March, June, September, andDecember.     “Regulations D, U, and X” shall mean, respectively, Regulations D, U, and X of theBoard of Governors of the Federal Reserve System (or any successor), as the same may be amended orsupplemented from time to time.     “Regulatory Change” shall mean any change after the date of this Agreement in federal,state, or foreign law or regulations (including, without limitation, Regulation D) or the adoption,modification, or making after such date of any interpretation, guideline, directive, or requestapplying to a Bank (whether or not having the force of law) by any court or governmental,regulatory, or monetary authority.     “Related Parties” shall mean, with respect to any specified Person, such Person’sAffiliates and the respective directors, officers, employees, agents and advisors of such Personand such Person’s Affiliates.     “Reserve Requirement” shall mean, (a) for any Interest Period for any Eurodollar Loan,the sum (expressed as a decimal) of the average maximum rate at which reserves (including anymarginal, supplemental, or emergency reserves) are required to be maintained during such InterestPeriod under Regulation D by member banks of the Federal Reserve System against “Eurocurrencyliabilities” and (b) for any Fed Funds Rate Loan or Eurodollar Loan, any other reserves required tobe maintained by such member banks by reason of any Regulatory Change against (i) any category ofliabilities that includes deposits by reference to which the Fed Funds Rate or the LIBOR Base Rateis to be determined or (ii) any category of extensions of credit or other assets that includes aFed Funds Rate Loan or a Eurodollar Loan.     “Revolving Credit Loan” shall mean Loans made on or before the Revolving CreditCommitment Termination Date pursuant to Section 2.2.     “Revolving Credit Commitment Termination Date” shall mean [July 28, 2006,] as suchdate may be extended pursuant to Section 2.10.     “Subordinated Indebtedness” shall mean any Indebtedness of the Borrower howeverevidenced which by its terms is expressly subordinate and junior in right of payment to the priorpayment of the obligations of the Borrower hereunder and under the Notes on terms satisfactory tothe Banks.
 

 
     “Subsidiary” shall mean any Person (a) of which at least a majority of the outstandingshares of stock or other ownership interests having by the terms thereof ordinary voting power toelect a majority of the board of directors or other governing body of such Person (irrespective ofwhether any other class of stock or other ownership interests might have voting power by reason ofthe happening of any contingency) is at the time directly or indirectly owned or controlled by theBorrower or (b) that is a Subsidiary Bank.     “Subsidiary Bank” shall mean any Person that is an “insured depository institution”within the meaning of 12 U.S.C. §1813(c), as amended, and that is “controlled” by the Borrowerwithin the meaning of 12 U.S.C. §1841(a), as amended.     “Tangible Net Worth” shall mean at any date the total shareholders’ equity (includingadditional paid-in capital, retained earnings, and capital reserves, but excluding (notwithstandingGAAP) any adjustments made pursuant to Financial Accounting Standard 115 plus the amount ofthe Trust Preferred Securities to the extent treated as Tier 1 Capital of the Borrower underapplicable regulations of the Board of Governors of the Federal Reserve System, minus thecost of common stock reacquired by the Borrower and other capital accounts of the Borrower at suchdate, minus goodwill, patents, trademarks, service marks, trade names, copyrights, and allintangible assets and all items that are treated as intangible assets under GAAP or that otherwisefit within the definition of “intangible assets” in the instructions for call reports of theFederal Deposit Insurance Corporation (“FDIC”).     “Tier One Capital” shall have the same meaning as that determined under the capitalformula used by the Federal Reserve Board.     “Total Credits” shall mean at any time the sum of the aggregate outstanding principalamount of Loans.     “Trust Guarantee” shall mean any guarantee of the Borrower of the Trust PreferredSecurities, which guarantee is subordinate and junior in right of payment to the prior payment ofthe obligations of the Borrower hereunder and under the Notes on terms satisfactory to the Agent.     “Trust Indebtedness” shall mean Indebtedness of the Borrower payable to the TrustIssuer or its transferees (a) which is due not earlier than the date thirty (30) years after itsissuance, (b) which may not be redeemed earlier than five (5) years after issuance, and (c) thepayment of which is subordinate and junior in right of payment to the prior payment of theobligations of the Borrower hereunder and under the Notes on the terms satisfactory to the Agent.     “Trust Preferred Securities” shall mean the preferred securities issued by the TrustIssuers (a) that are subject to mandatory redemption not earlier than the date thirty (30) yearsafter issuance and (b) that may not be optionally redeemed earlier than five (5) years afterissuance.     “type” means a type of Loan, i.e. either a Eurodollar Loan, a Federal Funds Rate Loanor a Base Rate Loan.     1.2 Accounting. Unless otherwise specified herein, all accounting terms used hereinshall be interpreted, all determinations with respect to accounting matters hereunder shall be
 

 
made, and all financial statements and certificates and reports as to financial mattersrequired to be furnished to the Agent or the Banks hereunder shall be prepared in accordance withGAAP applied on a basis consistent with the audited consolidated financial statements of theBorrower and the Consolidated Subsidiaries referred to in Section 7.3(a) hereof (except for changesconcurred with by the Majority Banks).SECTION 2. THE LOANS     2.1 Revolving Credit Loans.     (a) Each Bank severally agrees, on the terms and subject to the conditions of thisAgreement (including without limitation Section 2.1(c)), to make loans to the Borrowerduring the period from and including the date hereof to and including the Revolving CreditCommitment Termination Date in an aggregate principal amount at any one time outstanding upto but not exceeding the amount of such Bank’s Commitment as then in effect. Subject to theterms of this Agreement, during such period the Borrower may borrow, repay, and reborrow theamount of the Commitments from time to time in effect by means of Base Rate Loans,Eurodollar Loans, and Fed Funds Rate Loans and may Convert Loans of one type into Loans ofanother type or Continue Eurodollar Loans; provided that no more than ten (10) EurodollarLoans may be outstanding from each Bank at any one time.     (b) Revolving Credit Loans may be borrowed pursuant to Section 2.2, upon notice givenby the Borrower.     (c) Anything in this Agreement to the contrary notwithstanding, the Banks shall have noobligation to make any Loans if, after giving effect thereto, the Total Credits would exceedthe aggregate amount of the Commitments.     2.2 Revolving Credit Loans Pursuant to Notice. The Borrower may, subject to the termsand conditions of this Agreement, borrow Revolving Credit Loans by notice given by an AuthorizedOfficer to the Agent in accordance with Section 4.5(a). Revolving Credit Loans made pursuant tothis Section 2.2 on any day shall be in an aggregate amount not less than that specified in Section4.4 and shall consist of Loans of the same type. Not later than 1:30 p.m. Atlanta time on the datespecified for each borrowing under this Section 2.2, each Bank shall make available the amount ofthe Loan to be made by it on such date to the Agent, from such account as it shall specify, inimmediately available funds, for the account of the Borrower. The amount so received by the Agentshall, subject to the terms and conditions of this Agreement, be made promptly available to theBorrower by depositing the same, in immediately available funds, in an account of the Borrowermaintained at the Agent.     2.3 Voluntary Reduction of Commitments. The Borrower shall have the right toterminate or reduce the aggregate amount of the unused Commitments at any time or from time totime, provided that: (i) the Borrower shall give notice of each such termination or reduction asprovided in Section 4.5 hereof; (ii) each partial reduction shall be in an aggregate amount atleast equal to $5,000,000 and in integral multiples of $5,000,000 (iii) the aggregate amount ofCommitments shall not be reduced below the Total Credits then outstanding; (iv) no such
 

 
reduction shall cause the Commitment of any Bank to be reduced below the outstanding principalamount of Loans made by such Bank; and (v) Commitments once terminated or reduced may not bereinstated.     2.4 Prepayment, Conversions and Continuations. Subject to Section 5.5 hereof, theBorrower shall have the right to prepay the principal of the Loans or to Convert Loans of one typeinto Loans of another type or Continue Eurodollar Loans as such at any time, provided that: (a)the Borrower shall give the Agent notice of each such prepayment, Conversion, or Continuation asprovided in Section 4.4 hereof; (b) prepayments shall be in a minimum principal amount of$1,000,000 and in integral multiples of $1,000,000; and (c) Eurodollar Loans may be prepaid,Continued, or Converted only on the last day of an Interest Period therefor.     2.5 Interest.     (a) The Borrower promises to pay to the Agent for the account of each Bank interest onthe unpaid principal amount of each Loan made by such Bank for the period from and includingthe date of such Loan to, but excluding, the date such Loan shall be paid in full, (i) whilesuch Loan is a Base Rate Loan, for each day at a rate per annum equal to the sum of the BaseRate as in effect on such day; (ii) while such Loan is a Eurodollar Loan, for each InterestPeriod relating thereto, at a rate per annum equal to the sum of the LIBOR Rate for suchLoan for such Interest Period plus the Applicable Margin; and (iii) while such Loan is a FedFunds Rate Loan for each day, at a rate per annum equal to the sum of the Fed Funds Rate asin effect on such day plus the Applicable Margin.     (b) Notwithstanding the foregoing, the Borrower will pay to the Agent for the accountof the Person entitled thereto interest at the Post-Default Rate on (i) any principal of anyLoan and (ii) (to the fullest extent permitted by law) any interest or other amount payableby the Borrower hereunder or under any Note which shall not be paid in full when due(whether at stated maturity, by acceleration or otherwise), for each day during the periodfrom and including the due date thereof to but excluding the date the same is paid in full.     (c) Accrued interest shall be payable in (i) in the case of Base Rate Loans, quarterlyin arrears on the Quarterly Dates, (ii) in the case of Fed Funds Rate Loans, monthly inarrears on the last Business Day of the month, (iii) in the case of a Eurodollar Loan, onthe last day of each Interest Period thereof and, for each Interest Period in excess ofthree months, on a date three months after the commencement of the Interest Period, and (iv)in the case of any Loan, upon the payment or prepayment thereof or the Conversion of suchLoan to a Loan of another type (but only on the principal amount so paid, prepaid, orConverted); provided, that interest payable at the Post-Default Rate shall be payable fromtime to time on demand and interest on any Loan that is Converted into a Base Rate Loanpursuant to Section 5.4 hereof shall be payable on the date of Conversion (but only to theextent so Converted).     (d) Promptly after the determination of any interest rate provided for herein or anychange therein, the Agent shall give notice thereof to the Borrower.
 

 
     2.6 Lending Offices. The Loans of each type made by each Bank shall be made andmaintained at such Bank’s Applicable Lending Office for Loans of such type.     2.7 Several Obligations; Remedies Independent. The obligations of the Banks underthis Agreement are several and the failure of any Bank to make any Loan on the date specifiedtherefor shall not relieve any other Bank of its obligation to make the Loan to be made by it onsuch date, but neither any Bank nor the Agent shall be responsible for the failure of any otherBank to make any Loan. The amounts payable by the Borrower at any time hereunder and under theNotes to the Agent and each Bank shall be a separate and independent debt, and the Agent and eachBank shall be entitled to protect and enforce its rights arising out of this Agreement and theNotes, and it shall not be necessary for any other Bank or the Agent to consent to, or be joined asan additional party in, any proceedings for such purposes.     2.8 Notes. The obligation of the Borrower to pay principal of and interest on theLoans made by each Bank hereunder shall be evidenced by a single promissory note of the Borrowerpayable to such Bank in substantially the form of Exhibit A hereto. The date, amount, and type ofeach Loan made by each Bank, and the date and amount of each payment made on account of theprincipal thereof, shall be recorded by such Bank on its books and, prior to any transfer of anyNote evidencing such Loan held by it, endorsed by such Bank on the schedule attached to such Noteor any continuation thereof; provided, however, that any failure to so record shall not affect theBorrower’s obligations under this Agreement or the Notes.     2.9 Business Day Payments. If the due date of any amount payable hereunder shall fallon a day which shall not be a Business Day, the due date of such amount shall be postponed to thenext Business Day thereafter.     2.10 Extension of Commitments and Replacement of Banks.     (a) The Borrower may request an extension of the Revolving Credit CommitmentTermination Date by submitting a request for extension to the Agent and each Bank (otherthan a Bank excluded from such request as provided in the last sentence of this Section2.10(a)) (each such request being an “Extension Request”) no more than sixty (60) days priorto the then existing Revolving Credit Commitment Termination Date. The Agent and each Bankreceiving such an Extension Request may, in accordance with such Extension Request but inthe absolute and sole discretion of the Agent and such Bank, agree to extend the RevolvingCredit Commitment Termination Date by delivering to the Borrower and the Agent anirrevocable notice (a “Consent Notice”) to such effect, which consent shallspecifically refer to this Section 2.10 and which shall be given no later thanthirty (30) days prior to the then existing Revolving Credit Commitment Termination Date(the period between the receipt of the Extension Notice and the 30-day deadline for responsebeing referred to as the “Consent Period”). The new Revolving Credit CommitmentTermination Date shall be no more than 364 days after the current Revolving CreditCommitment Termination Date. No Extension Request shall be effective with respect to a Bank(i) that, by a notice (a “Withdrawal Notice”) to the Borrower and the Agent duringthe Consent Period, declines to consent to such extension or (ii) that has failed to respondto the Borrower and the Agent within the Consent Period or (iii) that was excluded from theBorrower’s Extension Request (each such Bank giving
 

 
a Withdrawal Notice or failing to respond in a timely manner or being excluded from theBorrower’s Extension Request being called a “Withdrawing Bank”). So long as noDefault or Event of Default exists, the Borrower may elect to exclude any Bank from itsrequest for extension of the Revolving Credit Termination Date pursuant to this Section2.10(a) by providing a notice to such effect to the Agent and the Banks.     (b) The Borrower may replace any Withdrawing Bank during the 25-day period (the“Replacement Period”) commencing at the end of the Consent Period and ending on (andincluding) the date five days before the Revolving Credit Commitment Termination Date thenin effect, provided, that (i) no Default shall have occurred and be continuing, (ii) theBank being replaced has been paid in full of all its Loans, including principal andinterest, and other amounts due to it hereunder, (iii) the aggregate amount of theCommitments shall remain unchanged following such replacement, (iv) any such replacementbank assumes all the rights and obligations of a “Bank” hereunder pursuant to such accessiondocumentation as the Agent shall specify pursuant to Section 2.10(d), and (v) the Agentshall have consented to such replacement bank, which consent shall not be unreasonablywithheld.     (c) If the Agent does not timely provide a Consent Notice as to an Extension Request,or if there is a Withdrawing Bank and the Borrower does not find a replacement bank whichsatisfies all the conditions stated in Section 2.10(b) by the end of the Replacement Period,the Revolving Credit Commitment Termination Date shall not be extended, any Withdrawing Bankshall continue to be a Bank hereunder, and its Commitments shall expire on the RevolvingCredit Commitment Termination Date as provided herein without giving effect to anyextension. If all of the Banks and the Agent provide a Consent Notice with respect to anExtension Request and there is no Withdrawing Bank, or if all of the Banks (other than anyWithdrawing Bank) and the Agent give a Consent Notice and each Withdrawing Bank is replacedby a replacement bank during the Replacement Period and all the conditions stated inSection 2.10(b) shall be satisfied with respect to such replacement bank, then theRevolving Credit Commitment Termination Date shall be extended in accordance with therelevant Extension Request, the Commitments shall be extended accordingly, and anyWithdrawing Bank shall be discharged from its Commitment and any other obligation as a Bankwhich arises after the date which would have been the Revolving Credit CommitmentTermination Date but for such extension.     (d) Any replacement bank may become a “Bank” under this Agreement by executing anddelivering to the Borrower and the Agent an accession agreement in form and substancesatisfactory to the Agent and the Borrower and such related documentation as shall besatisfactory in form and substance to the Borrower and the Agent, pursuant to which suchbank shall assume the rights, privileges, duties, and obligations of a “Bank” hereunder.Upon the effectiveness of any such accession agreement and related documentation, theacceding bank shall become a “Bank” for all purposes of this Agreement having theCommitments specified in such accession agreement.     (e) The Agent shall promptly provide a copy of each accession agreement to each of theBanks.
 

 
     (f) If any Loans shall be outstanding at the time an accession agreement becomeseffective, the Borrower shall repay such portion of such Loans and borrow an equal principalamount of new Loans from the Bank which has acceded so that after giving effect to suchprepayment and borrowing the Loans are held pro rata among the Banks in accordance with theCommitments. The Banks shall make disbursements among themselves to give effect to suchprepayment and borrowing pursuant to instructions from the Agent. The Borrower shall payaccrued interest to the date of prepayment on any Loans so prepaid, together with anyamounts payable as a result of such prepayment pursuant to Section 5.5, suchprepayments being due on the date of such prepayments. Any Eurodollar Loans made by suchacceding Bank shall be (if not made on the first day of the relevant Interest Period(s) forEurodollar Loans hereunder) at such rate(s) per annum as shall be set forth in the accessionagreement.     2.11 Repayment. All principal amounts on the Loans shall be payable on the RevolvingCredit Commitment Termination Date, of, if sooner, as provided in Section 9.2.SECTION 3. THE FEES     3.1 Facility Fee. The Borrower shall pay to the Agent for the account of each Bank afacility fee on the amount of such Bank’s Commitment, for the period from and including the date ofthis Agreement to, but not including the earlier of the date such Commitment is terminated or theRevolving Credit Commitment Termination Date, at the rate per annum of 0.25%. The accrued facilityfee in respect of the Commitments shall be payable in arrears on each Quarterly Date and on theearlier of the date the Commitments are terminated or the Revolving Credit Commitment TerminationDate.     3.2 Agency Fee. The Borrower shall pay to the Agent for the account of the Agent suchagency fee as shall be agreed between the Agent and the Borrower.SECTION 4. THE PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.     4.1 Payments.     (a) Except to the extent otherwise provided herein, all payments and prepayments ofprincipal, interest, fees, and other amounts to be made by the Borrower under this Agreementand the Notes shall be made in Dollars, in immediately available funds, without deduction,set-off, or counterclaim, to the Agent at such account as it may specify, not later than12:00 p.m. Atlanta time on the date on which such payment shall become due (each suchpayment made after such time to be deemed to have been made on the next succeeding BusinessDay).     (b) Each payment received by the Agent under this Agreement or any Note for the accountof a Bank shall be paid promptly to such Bank, in immediately available funds, for theaccount of such Bank’s Applicable Lending Office for the Loan in respect of which suchpayment is made.     4.2 Pro Rata Treatment. Except to the extent otherwise provided herein: (a) theborrowing from the Banks of Loans under Section 2.2 hereof shall be made from the Banks, and
 

 
the payment of the facility fee under Section 3 hereof shall be made for the account of theBanks, and each reduction of the Commitments pursuant to Section 2.3 hereof shall be applied to theCommitments of the Banks, pro rata according to the amounts of their respective Percentages; (b)the making, Conversion, and Continuation of Loans of a particular type (other than Conversionsprovided for by Section 5.4 hereof) shall be pro rata among the Banks according to the amounts oftheir respective Percentages; (c) each payment or prepayment of principal by the Borrower shall bemade for the account of the Banks pro rata in accordance with the respective unpaid principalamounts of the Loans held by the Banks; and (d) each payment of interest on Loans by the Borrowershall be made for the account of the Banks pro rata in accordance with the amounts of interest dueand payable to the respective Banks.     4.3 Computations. Interest and fees shall be computed on the basis of a year of 360days and actual days elapsed (including the first day but excluding the last day) occurring in theperiod for which payable.     4.4 Minimum Amounts. Except for Conversions or prepayments made pursuant toSection 5.4 hereof, each borrowing pursuant to Section 2.2, Conversion, andprepayment of principal of Loans shall be in the case of Fed Funds Loans or Base Rate Loans in anamount at least equal to $1,000,000 and in integral multiples of $100,000, and in the case ofEurodollar Loans, in an amount at least equal to $5,000,000 and in integral multiples of $1,000,000(prepayments or Conversions of or into Loans of different types or, in the case of EurodollarLoans, having different Interest Periods at the same time hereunder to be deemed separateConversions and prepayments for purposes of the foregoing, one for each type or Interest Period).Anything in this Agreement to the contrary notwithstanding, the aggregate principal amount ofEurodollar Loans having the same Interest Period shall be at least equal to $5,000,000 and if anyEurodollar Loans would otherwise be in a lesser principal amount for any period, such Loans shallbe Base Rate Loans during such period.     4.5 Certain Notices.     (a) Notices by the Borrower to the Agent of voluntary reductions of the Commitments,borrowings, Conversions, Continuation and prepayments of Loans, of type of Loans, and of theduration of Interest Periods shall be irrevocable and shall be effective only if received bythe Agent not later than 11:00 a.m. Atlanta time on the number of Business Days prior to thedate of the relevant reduction, borrowing, Conversion, Continuation or prepayment or thefirst day of such Interest Period specified below:     BusinessNotice Days PriorReduction of Commitments five   Borrowing or prepayment of, orConversions into, Base Rate Loansor Fed Funds Rate Loans one
 

 
     BusinessNotice Days PriorBorrowing or prepayment of, Conversionsinto, Continuations as, or duration ofInterest Period for, Eurodollar Loans three     (b) Each notice of reduction of the Commitments shall specify the amount of suchreduction. Each notice of borrowing, Conversion, Continuation, or prepayment shall specifythe Loans to be borrowed, Converted, Continued, or prepaid and the amount (subject toSection 4.4 hereof) and type of the Loans to be borrowed, Converted, Continued, orprepaid and the date of Conversion, Continuation, or prepayment (which shall be a BusinessDay). Each such notice of the duration of an Interest Period shall specify the Loans towhich such Interest Period is to relate. The Agent shall promptly notify the Banks of thecontents of each such notice.     (c) In the event that the Borrower fails to select the type of Loan or the duration ofany Interest Period for any Eurodollar Loan within the time period and otherwise as providedin this Section 4.5, such Loan (if outstanding as a Eurodollar Loan) will beautomatically Converted into a Base Rate Loan on the last day of the then current InterestPeriod for such Loan or will be made as a Base Rate Loan; provided, that the Borrower shallcontinue to have the right to Convert any such Loan on the terms and conditions of thisAgreement.     4.6 Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by aBank or the Borrower (the “Payor”) prior to the date on which the Payor is scheduled tomake a payment to the Agent (a “Required Payment”), which notice shall be effective uponreceipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent mayassume that the Required Payment has been made and may in reliance upon such assumption (but shallnot be required to) make the amount thereof available to the intended recipient(s) on such dateand, if the Payor has not in fact made the Required Payment to the Agent, the recipient(s) of suchpayment shall, on demand, repay to the Agent the amount so made available together with interestthereon in respect of each day during the period commencing on the date such amount was so madeavailable by the Agent until the date the Agent recovers such amount at a rate per annum equal to(if the recipient is the Borrower) the Base Rate for such day, and (if the recipient is a Bank) theFed Funds Rate for such day as determined by the Agent; and if such recipient(s) shall failpromptly to make such payment, the Agent shall be entitled to recover such amount, on demand, fromthe Payor, together with interest as aforesaid at the Base Rate (if the Payor is the Borrower) orthe Fed Funds Rate (if the Payor is a Bank).     4.7 Sharing of Payments. If any Bank shall obtain payment in any manner whatsoever ofany principal of or interest on any Loan or any other amount due hereunder or under the Notes and,as a result of such payment, such Bank shall have received a greater percentage of the principal orinterest or such other amount then due hereunder or under the Notes by the Borrower to such Bankthan the percentage received by any other Banks, it shall promptly purchase from such other Banksparticipations in the Loans made by such other Banks in such amounts and make such otheradjustments from time to time as shall be equitable to the end that all the Banks shall share thebenefit of such excess payment pro rata in accordance with the unpaid principal and/or interest onthe Loans held by each of the Banks. To such end all the
 

 
Banks shall make appropriate adjustments among themselves (by the resale of participationssold or otherwise) if such payment is rescinded or must otherwise be restored.SECTION 5. YIELD, CAPITAL MAINTENANCE AND TAX PROVISIONS     5.1 Additional Costs.     (a) The Borrower shall pay directly to each Bank from time to time on demand suchamounts as such Bank may determine to be necessary to compensate it for any costs which suchBank determines are attributable to its making or maintaining of any Eurodollar Loans or FedFunds Rate Loans or its obligation to make any Eurodollar Loans or Fed Funds Rate Loanshereunder, or any reduction in any amount received or receivable by such Bank hereunder inrespect of any Eurodollar Loans or Fed Funds Rate Loans or such obligation (such increasesin costs and reductions in amounts received or receivable being herein called“Additional Costs”), resulting from any Regulatory Change which:     (i) changes the basis of taxation of any amounts payable to such Bank underthis Agreement or its Note (other than taxes on the overall net income of such Bankor its Applicable Lending Office imposed by the United States of America or by thejurisdiction in which such Bank has its principal office or such Applicable LendingOffice);     (ii) imposes, modifies, or deems applicable any reserve, special deposit, orsimilar requirements relating to any extensions of credit or other assets of, or anydeposits with or other liabilities of, such Bank or the Commitment of such Bank inrespect of Eurodollar Loans or Fed Funds Rate Loans; or     (iii) imposes any other condition affecting this Agreement or its Note (or anyof such extensions of credit or liabilities) or Commitment in respect of EurodollarLoans or Fed Funds Rate Loans.     (b) Without limiting the effect of the foregoing provisions of this Section 5.1(but without duplication), the Borrower shall pay directly to each Bank from time to time ondemand such amounts as such Bank may determine to be necessary to compensate such Bank orany Person controlling such Bank for any increased costs which it determines areattributable to the maintenance by such Bank or such Person (or any Applicable LendingOffice) of capital in respect of such Bank’s Commitment or Loans as a result of anyRegulatory Change, such compensation to include, without limitation, an amount equal to anyreduction of the rate of return on assets or equity of such Bank or such Person (or anyApplicable Lending Office) to a level below that which such Bank or such Person (or anyApplicable Lending Office), taking into account their policies concerning capital adequacy,could have achieved but for such Regulatory Change.     (c) Each Bank will notify the Borrower of any event occurring after the date of thisAgreement that will entitle such Bank to compensation under paragraph (a) or(b) of this Section 5.1 as promptly as practicable. Together with thedelivery of such notice, the relevant Bank will furnish to the Borrower a certificatesetting forth the basis and
 

 
amount of each request by such Bank for compensation under paragraph (a) or(b) of this Section 5.1. Determinations and allocations by any Bank forpurposes of this Section 5.1 of the effect of any Regulatory Change, law,regulation, or request of any central bank or other monetary authority and computations ofamounts payable set forth in the certificate referred to in the preceding sentence shall bemade in good faith and shall be conclusive and binding on the Borrower in the absence ofmanifest error.     5.2 Limitation on Types of Loans. Anything herein to the contrary notwithstanding,if, on or prior to the determination of any LIBOR Base Rate for any Interest Period for anyEurodollar Loans or determination of the Fed Funds Rate for any Fed Funds Rate Loans:     (a) the Agent determines (which determination shall be conclusive) that quotations ofinterest rates for the relevant deposits referred to in the definition of “LIBOR Base Rate”or “Fed Funds Rate,” as the case may be, are not being provided in the relevant amounts orfor the relevant maturities for purposes of determining the LIBOR Base Rate for suchInterest Period or the Fed Funds Rate for such day, as the case may be, as provided herein;or     (b) any Bank determines (which determination shall be conclusive) and notifies theAgent that the relevant rates of interest referred to in the definition of (i) ”LIBOR BaseRate” for such Interest Period are not likely to adequately cover the cost to such Bank ofmaking or maintaining its Eurodollar Loan for such Interest Period or (ii) “Fed Funds Rate”are not likely to adequately cover the cost of such Bank of making or maintaining its FedFunds Rate Loans; then with respect to Loans of the affected type, the Agent shall give theBorrower and each Bank prompt notice thereof, and so long as such condition remains ineffect, the affected Banks shall be under no obligation to make or Continue Loans of theaffected type and the Borrower shall either prepay (on the last day of the current InterestPeriod for any outstanding Eurodollar Loans) each affected Bank’s Loans of the affected typeor Convert (on the last day of the current Interest Period for any outstanding EurodollarLoans) such Loans to a type which are not so affected in accordance with Section 2.4hereof.     5.3 Illegality. Notwithstanding any other provision of this Agreement, in the eventthat because of any Regulatory Change it becomes unlawful for any Bank or its Applicable LendingOffice to honor its obligation to make or maintain Eurodollar Loans or Fed Funds Rate Loans, thensuch Bank shall promptly notify the Borrower thereof (with a copy to the Agent) and such Bank’sobligation to make or Continue, or to Convert Loans into, the affected type of Loans or to make orConvert the affected type of Loans shall be suspended until such time as such Bank may again makeand maintain the affected type of Loans (in which case the provisions of Section 5.4 hereofshall be applicable).     5.4 Treatment of Affected Loans.     (a) If the obligation of any Bank to make or Continue, or to Convert Loans into,Eurodollar Loans or Fed Funds Rate Loans is suspended pursuant to Section 5.2 or5.3 hereof (such Loans being called “Affected Loans” in this Section 5.4),such Bank’s Affected Loans shall be automatically Converted into Base Rate Loans on the lastday(s)
 

 
of the then current Interest Period(s) unless sooner required under the RegulatoryChange referred to in Section 5.3 and, unless and until such Bank gives notice asprovided below that the circumstances specified in Section 5.2 or 5.3 hereofwhich gave rise to such Conversion no longer exist:     (i) to the extent that such Bank’s Affected Loans have been so Converted, allpayments and prepayments of principal which would otherwise be applied to suchBank’s Affected Loans shall be applied instead to its Base Rate Loans; and     (ii) all Loans which would otherwise be made or Continued by such Bank asAffected Loans shall be made or Continued instead as Base Rate Loans and all Loansof such Bank which would otherwise be Converted into Affected Loans shall remain asBase Rate Loans.     (b) If such Bank gives notice to the Borrower (with a copy to the Agent) thatcircumstances specified in Section 5.2 or 5.3 hereof which gave rise to theConversion of such Bank’s Affected Loans pursuant to this Section 5.4 no longerexist (which such Bank agrees to do promptly upon such circumstances ceasing to exist) at atime when Affected Loans are outstanding, such Bank’s Base Rate Loans shall be automaticallyConverted, on the first day(s) of the next succeeding Interest Period(s) for suchoutstanding Affected Loans to the extent necessary so that, after giving effect thereto, allAffected Loans are held pro rata (as to principal amounts, types and Interest Periods) inaccordance with the Commitments.     5.5 Compensation.     (a) The Borrower shall pay to the Agent for the account of each Bank, upon the demandof such Bank through the Agent, such amount or amounts as shall be sufficient (in thereasonable opinion of such Bank) to compensate it for any loss, cost or expense which suchBank determines are attributable to (i) any payment, prepayment or Conversion of aEurodollar Loan made by such Bank for any reason (including, without limitation, theacceleration of the Loans pursuant to Section 9 hereof) on a date other than thelast day of an Interest Period for such Loan; or (ii) any failure by the Borrower for anyreason (including, without limitation, the failure of any of the conditions precedentspecified in Section 6 hereof to be satisfied) to borrow a Eurodollar Loan from suchBank on the date of the making of such Loan specified as provided in this Agreement.     (b) Without limiting the effect of Section 5.5(a), such compensation shallinclude an amount equal to the excess, if any, of (i) the amount of interest which otherwisewould have accrued on the principal amount so paid, prepaid or Converted or not borrowed forthe period from the date of such payment, prepayment, Conversion or failure to borrow to thelast day of the then current Interest Period for such Loan (or, in the case of a failure toborrow, the Interest Period for such Loan which would have commenced on the date specifiedfor such borrowing) at the applicable rate of interest for such Loan over (ii) the interestcomponent of the amount such Bank would have bid in the London interbank market for Dollardeposits of leading banks in amounts comparable
 

 
to such principal amount and with maturities comparable to such period (as reasonablydetermined by such Bank).     (c) Any Bank requesting compensation pursuant to this Section 5.5 shall provideto the Borrower a certificate showing its computation of the amount requested, which shallbe conclusive and binding on the Borrower in the absence of manifest error.     5.6 Taxes. The Borrower covenants and agrees that:     (a) All payments on account of the principal of and interest on the Loans and all otheramounts payable by the Borrower under or in respect of this Agreement or the Notes or theletter agreement referred to in Section 3.2 hereof, including amounts payable underparagraph (c) of this Section 5.6, shall be made free and clear of andwithout reduction by reason of any present or future income, stamp and other taxes, levies,deductions, charges and withholdings whatsoever imposed, assessed, levied or collected byany state, nation or other governmental authority (other than taxes on the overall netincome of such Bank or its Applicable Lending Office imposed by the United States of Americaor the jurisdiction in which such Bank has its principal office or such Applicable LendingOffice, such excluded taxes being called “Excluded Taxes”), or any politicalsubdivision or taxing authority thereof or therein (each, a “Taxing Authority”), andinterest thereon and penalties with respect thereto, if any, on or in respect of (i) thisAgreement, the Notes, the Commitments, the Loans or the letter agreement referred to inSection 3.2 hereof, (ii) the registration, notarization or other formalization ofany thereof, (iii) any payments of principal, interest, charges, fees or other amounts madeon, under or in respect thereof, or (iv) any of the income, profits or revenues of theAgent, any Bank or any Applicable Lending Office as a result of the transactionscontemplated hereby other than Excluded Taxes (collectively, “Taxes”), all of whichwill be paid by the Borrower, for its own account, prior to the date on which penaltiesattach thereto.     (b) The Borrower will indemnify the Agent and each Bank against, and reimburse theAgent and each Bank on demand for, any Taxes and any loss, liability, claim or expense,including interest, penalties and legal fees, which the Agent or any Bank may incur at anytime arising out of or in connection with any failure of the Borrower to make any payment ofTaxes when due.     (c) In the event that the Borrower is required by applicable law, decree or regulationto deduct or withhold any Taxes from any amount payable on, under or in respect of thisAgreement or the Notes or the letter agreement referred to in Section 3.2 hereof,the Borrower shall withhold such amount and pay it to the relevant Taxing Authority andshall pay to the Agent or the Banks such additional amount as may be required, after suchdeduction or withholding, to enable the Agent or the Banks to receive from the Borrower anamount equal to the full amount stated to be payable under this Agreement or the Notes orthe letter agreement referred to in Section 3.2 hereof.     (d) The Borrower shall furnish to the Agent original or certified copies of taxreceipts in respect of any withholding of Taxes required under this Section 5.6within thirty (30) days after the date of the payment of interest or other amount in respectof
 

 
which any withholding was required to be made, and the Borrower shall promptly furnishto the Agent any other information, documents and receipts that the Agent may require, inits sole discretion from time to time, to establish to its satisfaction that full and timelypayment has been made of all Taxes required to be paid hereunder.     (e) The covenants and agreements of the Borrower under this Section 5.6 shallsurvive the repayment of the Loans and payment of other amounts payable under thisAgreement, the Notes and the letter agreement referred to in Section 3.2 hereof.     (f) Any Foreign Bank that is entitled to an exemption from or reduction of withholdingtax under the Code or any treaty to which the United States is a party, with respect topayments under this Agreement shall deliver to the Borrower (with a copy to the Agent), atthe time or times prescribed by applicable law, such properly completed and executeddocumentation prescribed by applicable law or reasonably requested by the Borrower as willpermit such payments to be made without withholding or at a reduced rate. Without limitingthe generality of the foregoing, each Foreign Bank agrees that it will deliver to the Agentand the Borrower (or in the case of a Participant, to the Lender from which the relatedparticipation shall have been purchased), as appropriate, two (2) duly completed copies of(i) Internal Revenue Service Form W-8 ECI, or any successor form thereto, certifying thatthe payments received from the Borrower hereunder are effectively connected with suchForeign Bank’s conduct of a trade or business in the United States; or (ii) Internal RevenueService Form W-8 BEN, or any successor form thereto, certifying that such Foreign Bank isentitled to benefits under an income tax treaty to which the United States is a party whichreduces the rate of withholding tax on payments of interest; or (iii) Internal RevenueService Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service,together with a certificate (A) establishing that the payment to the Foreign Bank qualifiesas “portfolio interest” exempt from U.S. withholding tax under Code section 871(h) or881(c), and (B) stating that (1) the Foreign Bank is not a bank for purposes of Code section881(c)(3)(A), or the obligation of the Borrower hereunder is not, with respect to suchForeign Bank, a loan agreement entered into in the ordinary course of its trade or business,within the meaning of that section; (2) the Foreign Bank is not a 10% shareholder of theBorrower within the meaning of Code section 871(h)(3) or 881(c)(3)(B); and (3) the ForeignBank is not a controlled foreign corporation that is related to the Borrower within themeaning of Code section 881(c)(3)(C); or (iv) such other Internal Revenue Service forms asmay be applicable to the Foreign Bank, including Forms W-8 IMY or W-8 EXP. Each suchForeign Bank shall deliver to the Borrower and the Agent such forms on or before the datethat it becomes a party to this Agreement (or in the case of a Participant, on or before thedate such Participant purchases the related participation). In addition, each such ForeignBank shall deliver such forms promptly upon the obsolescence or invalidity of any formpreviously delivered by such Foreign Bank. Each such Foreign Bank shall promptly notify theBorrower and the Agent at any time that it determines that it is no longer in a position toprovide any previously delivered certificate to the Borrower (or any other form ofcertification adopted by the Internal Revenue Service for such purpose).SECTION 6. CONDITIONS PRECEDENT
 

 
     6.1 Initial Credit Extension. The obligation of each Bank to make its initial Loanhereunder is subject to the receipt by the Agent of the following documents and payments, each ofwhich documents shall be satisfactory to the Agent in form and substance:     (a) Corporate Action. Certified copies of the articles of incorporation andby-laws of the Borrower and all corporate action taken by the Borrower authorizing thisAgreement and the Notes and the borrowing by the Borrower hereunder (including a certificatesetting forth the resolutions of the Board of Directors of the Borrower authorizing thetransactions contemplated hereby of the secretary or assistant secretary of the Borrower).     (b) Incumbency. A certificate secretary or assistant secretary of the Borrowernaming and setting forth the specimen signature of each of the officers of the Borrower (i)who is authorized to sign on its behalf this Agreement or the Notes and (ii) who is (A) anAuthorized Officer or (B) who will, until replaced by another officer or officers dulyauthorized for that purpose, act as its representative for the purposes of signing documentsand giving notices and other communications (other than notices required to be given by anAuthorized Officer) in connection with this Agreement and the transactions contemplatedhereby.     (c) Officer’s Certificate. A certificate of a senior officer of the Borrowerdated the date of the initial Credit Extension to the effect that on and as of such date:(i) no Default shall have occurred and be continuing; and (ii) the representations andwarranties made by the Borrower in Section 7 hereof are true and correct with thesame force and effect as if made on and as of such date.     (d) Opinion of Counsel of Borrower. An opinion of counsel of the Borrower,substantially in the form of Exhibit B hereto.     (e) Notes. The Notes, duly completed and executed.     (f) Approvals. Certified copies of any filings, authorizations, approvals,licenses, consents or registrations necessary in order for the Borrower to execute, deliverand perform this Agreement or the Notes.     (g) Fee Letter and Payments. An executed copy of the letter agreement referredto in Section 3.2, payment of any agency fee then due under that letter agreement,and payment of any other fee which is then due and payable pursuant to this Agreement.     (h) Other Documents. Such other documents as the Agent or any Bank mayreasonably request.     6.2 Initial and Subsequent Credit Extensions. The obligation of each Bank to make anyLoan (including its initial Loan) and agree to any Continuation of Eurodollar Loans is subject tothe further conditions precedent that, both immediately prior to such Credit Extension orContinuation and also after giving effect thereto: (a) no Default shall have occurred and becontinuing; and (b) the representations and warranties made by the Borrower in Section 7hereof
 

 
shall be true and correct on and as of the date of such Credit Extension or Continuation withthe same force and effect as if made on and as of such date. Each notice of borrowing orContinuation notice given by the Borrower hereunder shall constitute a certification by theBorrower to the effect set forth in clauses (a) and (b) in the preceding sentence.SECTION 7. REPRESENTATIONS AND WARRANTIES     To induce the Agent and the Banks to enter into this Agreement and make Credit Extensions, theBorrower represents and warrants to the Agent and the Banks that:     7.1 Organization. The Borrower is a corporation duly existing under the laws of theState of Indiana; each Subsidiary (including without limitation, each Subsidiary Bank) is acorporation duly existing under the laws of the jurisdiction of its incorporation; the Borrower andeach Subsidiary are duly qualified, in good standing and authorized to do business in eachjurisdiction where the failure to so qualify would have a material adverse effect on the Borroweror such Subsidiary; and the Borrower and each Subsidiary have all necessary power and authority toown their properties and to carry on their businesses as now being conducted.     7.2 Authorization; No Conflict; Binding Effect. The borrowing of Loans, the executionand delivery of the Notes, and the performance by the Borrower of its obligations under thisAgreement and the Notes are within the Borrower’s corporate powers, have been authorized by allnecessary corporate action, have received all necessary governmental approvals (if any shall berequired), and do not and will not contravene or conflict with any provision of law or of thecharter or by-laws of the Borrower or any Subsidiary or of any agreement binding upon the Borroweror any Subsidiary. This Agreement is, and each Note upon its execution and delivery will be,legal, valid and binding obligations of the Borrower that are enforceable in accordance with theirrespective terms.     7.3 Financial Statements. The Borrower has supplied copies of the following financialor other statements to each of the Banks:     (a) The Borrower’s audited consolidated financial statements as at December 31, 2004.     (b) The Borrower’s unaudited consolidated financial statements for the six-month periodended June 30, 2005.     (c) copy of the Borrower’s Quarterly Report or Form 10-Q as filed with the Securitiesand Exchange Commission for its fiscal quarter ended March 31, 2005.Such statements have been prepared in conformity with GAAP applied on a basis consistent with thatof the preceding fiscal year or three-month period, as the case may be, and accurately present thefinancial condition of the Borrower and its Consolidated Subsidiaries as at such dates and theresults of their operations for the respective periods then ended subject, in the case of suchinterim statements, to normal year-end adjustments and the provision of footnotes. Since December31, 2004, no material, adverse change in the business, properties, assets, operations, conditions,or prospects of the Borrower or any Subsidiary has occurred. There are no known contingentliabilities of the Borrower or any Subsidiary which are known to be in an aggregate
 

 
amount in excess of $1,000,000 (excluding loan commitments, letters of credit, and other contingentliabilities incurred in the ordinary course of the banking business) that are not disclosed orreflected in such financial statements or on Schedule 2.     7.4 Taxes. The Borrower and each Subsidiary have filed or caused to be filed allfederal, state, and local tax returns, if any, which are required to be filed, and have paid orhave caused to be paid all taxes, including those shown on such returns or on any assessmentreceived by them, to the extent that such taxes have become due (except for current taxes notdelinquent and taxes being contested in good faith and by appropriate proceedings and as to whichno foreclosure, distraint, sale, or similar proceedings have been commenced). The Borrower andeach Subsidiary have set up reserves in accordance with GAAP which are adequate for the payment ofadditional taxes for years which have not been audited by the respective tax authorities.     7.5 Liens. None of the assets owned, leased or otherwise held by the Borrower or anySubsidiary is subject to any Lien, except for Liens permitted by Section 8.6.     7.6 Adverse Contracts. Neither the Borrower nor any Subsidiary is a party to anyagreement or instrument or subject to any charter or other corporate restriction, nor is it subjectto any judgment, decree or order of any court or governmental body, that may have a material andadverse effect on the business, assets, liabilities, financial condition, operations, or businessprospects of the Borrower and its Subsidiaries taken as a whole or on the ability of the Borrowerto perform its obligations under this Agreement or any Note. Neither the Borrower nor anySubsidiary has, nor with reasonable diligence should have had, knowledge of or notice that it is indefault in the performance, observance or fulfillment of any of the obligations, covenants, orconditions contained in any such agreement, instrument, restriction, judgment, decree, or order.     7.7 Regulation U. The Borrower is not engaged principally in, nor is one of theBorrower’s important activities, the business of extending credit for the purpose of purchasing orcarrying “margin stock” within the meaning of Regulation U of the Board of Governors of the FederalReserve System as now and from time to time hereinafter in effect.     7.8 Litigation and Contingent Liabilities. No litigation (including derivativeactions), arbitration proceedings, or governmental proceedings are pending or threatened againstthe Borrower or any Subsidiary that would (singly or in the aggregate), if adversely determined,have a material and adverse effect on the business, assets, liabilities, financial condition,continued operations, or business prospects of the Borrower or any Subsidiary, except as set forthin Schedule 2.     7.9 Subsidiaries. The Borrower’s only Subsidiary Bank and all other Subsidiaries asof the date of this Agreement are listed in Schedule 3 to this Agreement. Except as setforth on Schedule 3, all of the Subsidiaries are Consolidated Subsidiaries. The additionaldescriptive information set forth on Schedule 3 is true and correct.     7.10 Bank Holding Company. The Borrower has complied in all respects with allfederal, state and local laws pertaining to bank holding companies, including without limitation
 

 
the Bank Holding Company Act of 1956, as amended, and there are no conditions precedent orsubsequent to its engaging in the business of being a registered bank holding company.     7.11 ERISA.     (a) The Borrower and the ERISA Affiliates and the plan administrator of each Plancovering any employees of the Borrower or any Subsidiary have fulfilled in all materialrespects their respective obligations under ERISA and the Code with respect to such Plan andsuch Plan is currently in compliance with the applicable provisions of ERISA and the Codeexcept, in each case, for such matters which in the aggregate do not have a material adverseeffect on the Borrower’s financial condition.     (b) With respect to each Plan covering any employees of the Borrower or any Subsidiary,there has been no (i) “reportable event” within the meaning of Section 4043 of ERISA and theregulations thereunder which is not subject to the provision for waiver of the 30-day noticerequirement to the PBGC; (ii) failure to make or properly accrue any contribution which isdue to any Plan; (iii) action under Section 4041 of ERISA to terminate any Plan; (iv)withdrawal from any Plan with two or more contributing sponsors or the termination of anysuch Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA; (v) institutionby PBGC of proceedings to terminate any Plan, or the occurrence of any event or conditionwhich might constitute grounds under ERISA for the termination of, or the appointment of atrustee to administer, any Plan; (vi) the imposition of liability pursuant to Sections4062(e), 4069 or 4212(c) of ERISA; (vii) complete or partial withdrawal (within the meaningof Sections 4003 and 4205 of ERISA) from any Plan which is a Multiemployer Plan that is inreorganization or insolvency pursuant to Sections 4241 or 4245 of ERISA, or that it intendsto terminate or has terminated under Sections 4041A or 4042 of ERISA; (viii) prohibitedtransaction described in Section 406 of ERISA or 4975 of the Code which could give rise tothe imposition of any material fines, penalties, taxes or related charges which in theaggregate have a material adverse effect on the Borrower’s financial condition; (ix)assertion of a claim (other than routine claims for benefits) against any Plan (other than aMultiemployer Plan) which could reasonably be expected to be successful; (x) receipt fromthe Internal Revenue Service of notice of the failure of any Plan to qualify under Section401(a) of the Code, or the failure of any trust forming part of any Plan to fail to qualifyfor exemption from taxation under Section 501(a) of the Code, if applicable; or (xi)imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Code or Section 302(f)of ERISA.     7.12 Environmental Laws.     (a) The Borrower and each of its Subsidiaries have obtained all permits, licenses andother authorizations which are required under all Environmental Laws and are in compliancein all respects with all applicable Environmental Laws, except where failure to comply couldnot have a material adverse effect on the ability of the Borrower to perform its obligationshereunder and under the Notes.
 

 
     (b) On or prior to the date hereof, no notice, demand, request for information,citation, summons or order has been issued, no complaint has been filed, no penalty has beenassessed and no investigation or review is pending or threatened by any governmental orother Person with respect to any alleged or suspected failure by the Borrower or any of itsSubsidiaries to comply in any material respect with any Environmental Laws or any liabilitythereunder, which complaint, investigation or review if adversely determined to the Borrowercould not have a material adverse effect on the ability of the Borrower to perform itsobligations hereunder and under the Notes.     (c) There are no Liens arising under or pursuant to any Environmental Laws on any ofthe property owned or leased by the Borrower or any of its Subsidiaries.     (d) There are no conditions existing currently or anticipated to exist during the termof this Agreement which would subject the Borrower or any of its Subsidiaries or any oftheir property to any Lien, damages, penalties, injunctive relief, or cleanup costs underany Environmental Laws or which require or are likely to require cleanup, removal, remedialaction, or other responses by the Borrower and its Subsidiaries pursuant to EnvironmentalLaws.     7.13 FDIC Insurance. The deposits of each Subsidiary Bank of the Borrower are insuredby the FDIC and no act has occurred which would adversely affect the status of such Subsidiary Bankas an FDIC insured bank.     7.14 Investigations. Neither the Borrower nor any Subsidiary is under investigationby, or is operating under any restrictions imposed by or agreed to with, any regulatory authorityother than routine examination (s) by regulatory authorities having jurisdiction over Borrower orsuch Subsidiary or except as described in writing to the Agent prior to the date of this Agreement.SECTION 8. COVENANTS     The Borrower agrees that, so long as the Commitments are in effect and until payment in fullof the Loans and all other amounts payable by the Borrower hereunder and under the Notes theBorrower will, and will cause each Subsidiary to:     8.1 Existence, Mergers, Etc. Preserve and maintain its corporate, partnership orjoint venture (as applicable) existence; take all steps to become and remain duly qualified,validly existing in good standing and authorized to do business in each jurisdiction where failureto do so might have a material adverse effect on the consolidated condition or prospects of theBorrower and its Consolidated Subsidiaries; and not liquidate, dissolve, or merge or consolidatewith or into any other Person, or sell, lease, transfer or otherwise dispose of all or asubstantial part of its assets other than in the ordinary course of business, except that:     (a) Any Subsidiary may merge or consolidate with or into Borrower or any one or morewholly-owned Subsidiaries of Borrower if the Borrower or such wholly-owned Subsidiary is thesurvivor of such transaction;
 

 
     (b) Any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assetsto Borrower or one or more wholly-owned Subsidiaries;     (c) Subject to Section 8.8(c), any Subsidiary may merge or consolidate with anyother Person if (i) immediately prior and subsequent thereto, no Default shall have occurredand be continuing, (ii) such Subsidiary shall be the surviving Person and (iii) followingsuch merger or consolidation, the Borrower shall continue to own the same or a greaterpercentage of the stock or other ownership interests of such Subsidiary as it ownedimmediately prior to such merger; and     (d) Any Subsidiaries or the assets of any Subsidiaries may be sold, so long as theaggregate value of said assets and such Subsidiaries sold in any fiscal year shall notexceed $10,000,000 provided, however that the Subsidiary Bank may sell or otherwise disposeof (i) any loans, investments, servicing rights or other assets in the ordinary course ofits business and (ii) up to $25,000,000 in loans previously identified as held for sale.     8.2 Reports, Certificates and Other Information. Furnish (or cause to be furnished)to each Bank:     (a) Interim Reports. Within forty-five (45) days after the end of each quarterof each fiscal year of the Borrower, a copy of an unaudited consolidated financialstatements of the Borrower and its Consolidated Subsidiaries prepared on a consolidatedbasis consistent with the consolidated financial statements of the Borrower and itsConsolidated Subsidiaries referred to in Section 7.3(b), signed by the President,the Chief Financial Officer, the Treasurer or the Controller of the Borrower and consistingof at least: (i) a consolidated balance sheet as at the close of such quarter; and (ii)consolidated statements of earnings and cash flows for such quarter and for the period fromthe beginning of such fiscal year to the close of such quarter (provided that so long as thecommon stock of the Borrower is listed for trading on NASDAQ, the foregoing requirement asto the Borrower’s consolidated financial statements may be satisfied by delivery of theBorrower’s Quarterly Report on Form 10-Q as filed with the Securities and ExchangeCommission.     (b) Audit Report. Within ninety (90) days after the end of each fiscal year ofthe Borrower, a copy of an annual report of the Borrower and its Consolidated Subsidiariesprepared on a consolidated basis and in conformity with GAAP applied on a basis consistentwith the consolidated financial statements of the Borrower and its Consolidated Subsidiariesreferred to in Section 7.3(a), duly audited by independent certified publicaccountants of recognized standing satisfactory to the Agent, accompanied by an opinionwithout significant qualification.     (c) Certificates. Contemporaneously with the furnishing of a copy of eachannual report and of each quarterly statement provided for in Sections 8.2(a) and(b), a certificate dated the date of such annual report or such quarterly statementand signed by either the President, the Chief Financial Officer, the Treasurer or theController of the Borrower to the effect that no Default has occurred and is continuing, or,if there is any
 

 
such Default, describing it and the steps, if any, being taken to cure it, andcontaining a computation of, and showing compliance with, any financial ratio or restrictioncontained in this Agreement.     (d) Reports to SEC and to Shareholders. Copies of each filing and report madeby the Borrower or any Subsidiary with or to any securities exchange or the Securities andExchange Commission and of each communication from the Borrower or any Subsidiary toshareholders generally, promptly upon the filing or making thereof.     (e) Notice of Default, Litigation, Environmental and ERISA Matters.Immediately upon learning of the occurrence of any of the following, written noticedescribing the same and the steps being taken by Borrower or any Subsidiary affected inrespect thereof: (i) the occurrence of a Default, which notice shall specify such Defaultand state that it is a “Notice of Default,” or; (ii) the institution of, or any adversedetermination in, any litigation, arbitration or governmental proceeding which is materialto Borrower or any Subsidiary on a consolidated basis; (iii) the occurrence of any event orcondition specified in Section 7.11(b), (iv) the receipt of any notice, demand,request for information, citation, summons, order, complaint or assessment or the initiationof any investigation or review of the kind specified in Section 7.12(b); (v) theissuance of any cease and desist order, written agreement, cancellation of insurance, orother public enforcement or administrative action by the FDIC or other regulatory entity; or(vi) the issuance of any memorandum of understanding or proposed disciplinary action fromthe FDIC or other regulatory entity, to the extent it is permitted to disclose suchinformation to the Agent and the Banks, the Borrower agreeing to use reasonable efforts toobtain any necessary regulatory consent to such disclosure.     (f) Other Information. From time to time such other information, financial orotherwise, concerning the Borrower or any Subsidiary as the Agent or any Bank may reasonablyrequest.     8.3 Inspection. Permit the Agent or any Bank and its agents at any time during normalbusiness hours to inspect their properties and to inspect and make copies of their books andrecords, any such inspection to be at the expense of the Borrower if an Event of Default hasoccurred and is continuing.8.4 Financial Requirements.     (a) Double Leverage. Not permit at any time the Double Leverage Ratio of theBorrower and its Subsidiaries to be greater than 1.15 to 1.0     (b) Net Income to Average Assets. Not permit as at any fiscal quarter end theratio of (i) consolidated net income of the Borrower and its Subsidiaries for the fiscalquarter then ending multiplied by four to (ii) the average assets of the Borrower and itsSubsidiaries, during said fiscal quarter to be less than 0.90%.     (c) Nonperforming Assets. Not permit all assets of the Borrower, allSubsidiary Banks and other Subsidiaries classified as “non-performing” (which shall include(i) all loans in non-accrual status, more than ninety (90) days past due in principal
 

 
or interest, restructured or renegotiated, or listed as “other restructured” (all suchloans being called “NonperformingLoans”) and (ii) “other real estateowned”) on the FDIC or other regulatory agency call report to at any time exceed two and onequarter percent (2.25%) of all loans and “other real estate owned” of the Borrower and itsConsolidated Subsidiaries.     (d) Loan Loss Reserves Ratio. Cause the Borrower and its ConsolidatedSubsidiaries to maintain on a consolidated basis as at the last day of each fiscal quarterof each fiscal year a ratio of loan loss reserves to Nonperforming Loans of at least 80% atall times prior to June 30, 2006 and 100% at all times on or after June 30, 2006.     (e) Well Capitalized. Remain at all times “well capitalized” for purposes ofapplicable law and regulations, as amended or supplemented from time to time (it beingunderstood that if the term “well capitalized” is not directly applicable to a bank holdingcompany, for the purpose of this Section, it shall be assumed to be so applicable andcalculated accordingly).     (f) Subsidiary Bank. Cause each Subsidiary Bank to remain at all times “wellcapitalized” for purposes of applicable law and regulations, as amended and supplementedfrom time to time.     8.5 Indebtedness. Not incur, permit to remain outstanding, assume or in any waybecome committed for Indebtedness (including, but not limited to, Indebtedness in respect of moneyborrowed from financial institutions, but excluding deposits), except: (i) Indebtedness incurredhereunder; (ii) Indebtedness existing on the date of this Agreement shown on the financialstatements furnished to Agent before this Agreement was signed; (iii) Indebtedness of theSubsidiary Banks arising in the ordinary course of the banking business of the Subsidiary Banks;(iv) Indebtedness incurred by the Borrower or any Subsidiary to the Borrower or any otherSubsidiary; (v) Guarantees of the Borrower of the obligations of any Subsidiary to the extentrequired in the normal course of such Subsidiary’s business, by regulations applicable to theBorrower or such Subsidiary or in connection with the commercial real property leases of suchSubsidiary and (vi) the total amount of Subordinated Indebtedness, Trust Indebtedness and TrustGuarantees, including any Trust Indebtedness existing as of the date of the First Amendment heretoand any refinancing thereof, in an aggregate amount not in excess of $85,000,000 at any timeoutstanding.     8.6 Liens. Not create, suffer or permit to exist any Lien upon any of their assetsnow or hereafter owned or acquired (specifically including but not limited to the capital stock ofany Subsidiary), except: (i) Liens existing on the date of this Agreement and described onSchedule 4; (ii) Liens of landlords, contractors, laborers or supplymen, tax liens, orliens securing performance or appeal bonds, or other similar liens or charges arising out ofBorrower’s or a Subsidiary’s business, provided that tax Liens are removed before related taxesbecome delinquent and other Liens are promptly removed, in either case unless contested in goodfaith and by appropriate proceedings, and as to which adequate reserves shall have been establishedin accordance with GAAP and no foreclosure, sale or similar proceedings have commenced; and (iii)Liens on the assets of any Subsidiary arising in the ordinary course of its business.
 

 
     8.7 Taxes. Pay and discharge all taxes, assessments and governmental charges orlevies imposed upon them, upon their income or profits or upon any properties belonging to them,prior to the date on which penalties attach thereto, and all lawful claims for labor, materials andsupplies when due, except that no such tax, assessment, charge, levy or claim need be paid which isbeing contested in good faith by appropriate proceedings as to which adequate reserves shall havebeen established in accordance with GAAP, and no foreclosure, sale or similar proceedings havecommenced.     8.8 Investments. Not make any Investments, except that Borrower and any Subsidiarymay:     (a) make Investments in the Subsidiary Banks;     (b) make Investments in Subsidiaries other than Subsidiary Banks (other than Guaranteesof Indebtedness of Subsidiaries, except as permitted by Section 8.5);     (c) make or acquire Investments in order to consummate Acquisitions, provided that (i)after giving effect to such Acquisition, no Default shall have occurred and be continuing,(ii) such Acquisitions are undertaken in accordance with all applicable requirements of law;and (iii) the prior, effective written consent or approval to such Acquisition of the boardof directors or equivalent governing body of the acquiree is obtained. Upon the Borrower’sor such Subsidiary’s purchase or other acquisition of fifty percent (50%) or more of thevoting stock of any bank, such bank shall thereupon become a “Subsidiary Bank” for allpurposes under this Agreement;     (d) in the case of the Trust Issuers, purchase the Trust Indebtedness and, in the caseof the Borrower, issue the Trust Guarantee; and     (e) make other Investments permitted by applicable governmental laws and regulations.Nothing in this Section 8.8 shall prohibit the Borrower or any Subsidiary from makingloans, advances, or other extensions of credit in the ordinary course of business uponsubstantially the same terms as heretofore extended by them in such business or upon such terms asmay at the time be customary in the Borrower’s or such Subsidiary’s business.     8.9 Capital Structure. The Borrower shall continue to own, directly or indirectly,the same (or greater) percentage of the stock or other ownership interests in each Subsidiary thatit held on the date of this Agreement as set forth in Schedule 3, and no Subsidiary shallissue any additional stock or other ownership interests, options or warrants in respect thereof, orsecurities convertible into such securities or interests, other than to the Borrower or itsemployees or employees of the relevant Subsidiary.     8.10 Maintenance of Properties. Maintain, or cause to be maintained, in good repair,working order and condition, all their properties (whether owned or held under lease), and fromtime to time make or cause to be made all needed and appropriate repairs, renewals, replacements,additions, and improvements thereto, so that the business carried on in connection therewith may beproperly and advantageously conducted at all times.
 

 
     8.11 Insurance. Maintain insurance in responsible companies in such amounts andagainst such risks as is required by law and such other insurance, in such amount and against suchhazards and liabilities, as is prudent taking into consideration the business of the Borrower andits Subsidiaries. Each Subsidiary Bank shall have its deposits insured by the FDIC.     8.12 Use of Proceeds.     (a) Margin Regulations. Not use or permit any proceeds of the Loans to beused, either directly or indirectly, for the purpose, whether immediate, incidental orultimate, of “purchasing or carrying any margin stock” within the meaning of Regulations Uor X of the Board of Governors of the Federal Reserve System, as amended from time to time.If requested by any Bank, Borrower and any Subsidiary will furnish to such Bank a statementin conformity with the requirements of Federal Reserve Form U-1. No part of the proceeds ofthe Loan will be used for any purpose which violates or is inconsistent with the provisionsof Regulation U or X of the Board of Governors.     (b) Tender Offers and Going Private. Not use (or permit to be used) anyproceeds of any Credit Extension to acquire any security in any transaction which is subjectto Section 13 or 14 of the Securities Exchange Act of 1934, as amended, or any regulationsor rulings thereunder.     (c) Permitted Uses. The proceeds of the Loans shall be used solely for theBorrower’s general corporate purposes, including the making of loans to Subsidiaries, thefunding of Acquisitions as provided in Section 8.8(c) and stock repurchases.     8.13 Compliance with Laws. Comply and cause each Subsidiary to be in compliance withall laws and regulations (whether federal, state or local and whether statutory, administrative,judicial or otherwise) and with every governmental order or similar action (whether administrativeor judicial), specifically, including but not limited to the Bank Holding Company Act of 1956, asamended, and with the existing regulations of the Federal Reserve Board relating to bank holdingcompanies and excluding any non-compliance which would not be reasonably likely to have a materialand adverse effect on the business, assets, liabilities, financial condition, continued operations,or business prospects of the Borrower or any Subsidiary.SECTION 9. EVENTS OF DEFAULT     9.1 Events of Default. One or more of the following events shall constitute an eventof default hereunder and under the Notes (each, an “Event of Default”):     (a) Nonpayment. The Borrower shall fail to make any payment of principal whendue or any payment of interest, fees or other amounts within five days of when due, payablehereunder or under any Note or the letter agreement referred to in Section 3.2hereof;     (b) Cross-Default. There shall occur any default or event of default withrespect to, or any event that might become such with notice or the passage of time or
 

 
both, or any similar event with respect to, or any event that requires the prepaymentof, Indebtedness of the Borrower or any Subsidiary in the aggregate amount of $5,000,000 ormore or the acceleration of the maturity thereof under the terms of any evidence ofIndebtedness or other agreement issued or assumed or entered into by the Borrower or anySubsidiary, or under the terms of any indenture, agreement or other instrument under whichany such Indebtedness in the aggregate amount of $5,000,000 or more is evidenced, issued,assumed, secured, or guaranteed, and such default, event of default or event shall continuebeyond any applicable period of grace;     (c) Dissolutions, etc. The Borrower or any Subsidiary Bank shall fail tocomply with Section 8.1 hereof or the Borrower or any Subsidiary Bank shall take anycorporate action to approve any action or omission that would result in such a failure;     (d) Warranties. Any representation, warranty, schedule, certificate, financialstatement, report, notice, or other writing furnished by or on behalf of the Borrower or anySubsidiary to the Agent or any Bank is false or misleading in any material respect on thedate as of which the facts therein set forth are stated or certified;     (e) Change in Control. A Change in Control shall have occurred with respect tothe Borrower;     (f) ERISA. An event or condition specified in Section 7.11(b) shalloccur or exist with respect to any Plan or Multiemployer Plan if as a result of such eventor condition, together with all other such events or conditions, the Borrower or any ERISAAffiliate shall incur or in the opinion of the Majority Banks shall be reasonably likely toincur a liability to a Plan, a Multiemployer Plan or the PBGC (or any combination of theforegoing) which is, in the determination of the Majority Banks, material in relation to theconsolidated financial condition, business, operations or prospects taken as a whole of theBorrower and its Consolidated Subsidiaries;     (g) Judgments. (i) One or more non-interlocutory judgments, non-interlocutoryorders, decrees of arbitration awards is entered against the Borrower or any Subsidiaryinvolving in the aggregate a liability (to the extent not covered by independent third-partyinsurance as to which the insurer does not dispute coverage) as to any single or relatedseries of transactions, incidents or conditions, of $5,000,000 or more, and the same shallremain unsatisfied, unvacated and unstayed pending appeal for a period of 10 days after theentry thereof.     (ii) Any non-monetary judgment, order or decree is entered against the Borroweror any Subsidiary which does or would reasonably be expected to have a material andadverse effect on the business, assets, liabilities, financial condition, continuedoperations or business prospects of the Borrower or any Subsidiary, and there shallbe a period of 10 consecutive days during which a stay of enforcement of suchjudgment or order, by reason of a pending appeal or otherwise, shall not be ineffect.
 

 
     (h) Cease and Desist Order or Other Action. The FDIC or any other federal orstate regulatory authority shall issue a cease and desist order or take other action of adisciplinary or remedial nature against the Borrower or any Subsidiary and such order orother action shall be reasonably likely to have a material adverse effect on the financialcondition or continued operations of the Borrower or any Subsidiary or there shall occurwith respect to any Subsidiary Bank any event which is grounds for the required submissionof a capital restoration plan under 12 U.S.C. §1831o(e)(2) and the regulations thereunder,as amended;     (i) Noncompliance with this Agreement. The Borrower shall fail to comply withany provision of this Agreement, which failure does not otherwise constitute an Event ofDefault, and (if such Event of Default is capable of being cured) such failure shallcontinue for 10 days;     (j) Bankruptcy — Filing of Petition. The Borrower or any Subsidiary shall filea petition or answer or consent seeking relief under Title 11 of the United States Code, asnow constituted or hereafter amended, or any other applicable federal, state or foreignbankruptcy law or other similar law, or the Borrower or any Subsidiary shall consent to theinstitution of proceedings thereunder or the filing of any such petition or to theappointment or taking possession of a receiver, liquidator, assignee, trustee, custodian,sequestrator or similar official of the Borrower or any Subsidiary or the Borrower or anySubsidiary shall take any corporate action to approve any of the foregoing;     (k) Bankruptcy — Entry of Order for Relief. There shall be entered a decree ororder by a court constituting an order for relief in respect of the Borrower or anySubsidiary under Title 11 of the United States Code, as now constituted or hereafteramended, or any other applicable federal, state or foreign bankruptcy law or other similarlaw, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator orsimilar official of the Borrower or any Subsidiary or of any substantial part of theirrespective properties, or ordering the winding-up of or liquidation of the affairs of theBorrower or any Subsidiary or ordering the merger or consolidation of the Borrower or anySubsidiary with or into any other entity, and any such decree or order shall continueunstayed and in effect for a period of 30 consecutive days; or     (l) Insolvency. The Borrower or any Subsidiary shall become insolvent or shallfail or be unable to pay its debts as they mature, or shall admit in writing its inabilityto pay its debts as they mature, or shall make a general assignment for the benefit of itscreditors, or shall enter into any composition or similar agreement, or shall suspend thetransaction of all or a substantial portion of its usual business, or any Subsidiary Bankshall have its charter to operate as a bank or savings and loan association revoked, shallbe closed by any regulatory authority, or shall cease to have deposits insured by the FDIC.     9.2 Remedies. Upon the occurrence of any Event of Default set forth insubsections (a) through (i) of Section 9.1 and during the continuancethereof, the Agent, on request of the Majority Banks, shall declare the Commitments to beterminated and/or declare
 

 
the Loans and any other amounts payable hereunder and under the Notes to the Agent and theBanks to be immediately due and payable, whereupon the Commitments shall be forthwith terminatedand/or the Loans and any other amounts payable hereunder and under the Notes shall forthwith becomedue and payable. Upon the occurrence of any Event of Default set forth in subsections (j)through (l) of Section 9.1, the Commitments shall be immediately and automaticallyterminated and the Loans and any other amounts owed to the Agent and the Banks hereunder and underthe Notes shall be immediately and automatically due and payable without action of any kind on thepart of Agent or any Bank. The Borrower expressly waives diligence, presentment, demand, notice,or protest of any kind in connection herewith.SECTION 10. THE AGENT     10.1 Appointment of Agent. Each Lender irrevocably appoints SunTrust Bank as theAgent and authorizes it to take such actions on its behalf and to exercise such powers as aredelegated to the Agent under this Agreement and the other Loan Documents, together with all suchactions and powers that are reasonably incidental thereto. The Agent may perform any of its dutieshereunder or under the other Loan Documents by or through any one or more sub-agents orattorneys-in-fact appointed by the Agent. The Agent and any such sub-agent or attorney-in-fact mayperform any and all of its duties and exercise its rights and powers through their respectiveRelated Parties. The exculpatory provisions set forth in this Article shall apply to any suchsub-agent or attorney-in-fact and the Related Parties of the Agent, any such sub-agent and any suchattorney-in-fact and shall apply to their respective activities in connection with the syndicationof the credit facilities provided for herein as well as activities as Agent.     10.2 Nature of Duties of Administrative Agent. The Agent shall not have any duties orobligations except those expressly set forth in this Agreement and the other Loan Documents.Without limiting the generality of the foregoing, (a) the Agent shall not be subject to anyfiduciary or other implied duties, regardless of whether a Default has occurred and is continuing,(b) the Agent shall not have any duty to take any discretionary action or exercise anydiscretionary powers, except those discretionary rights and powers expressly contemplated by theLoan Documents that the Agent is required to exercise in writing by the Majority Banks (or suchother number or percentage of the Lenders as shall be necessary under the circumstances as providedin Section 11.4), and (c) except as expressly set forth in the Loan Documents, the Agentshall not have any duty to disclose, and shall not be liable for the failure to disclose, anyinformation relating to the Borrower or any of its Subsidiaries that is communicated to or obtainedby the Agent or any of its Affiliates in any capacity. The Agent shall not be liable for anyaction taken or not taken by it, its sub-agents or attorneys-in-fact with the consent or at therequest of the Required Lenders (or such other number or percentage of the Lenders as shall benecessary under the circumstances as provided in Section 11.4) or in the absence of its owngross negligence or willful misconduct. The Agent shall not be responsible for the negligence ormisconduct of any sub-agents or attorneys-in-fact selected by it with reasonable care. The Agentshall not be deemed to have knowledge of any Default unless and until written notice thereof (whichnotice shall include an express reference to such event being a “Default” or “Event of Default”hereunder) is given to the Agent by the Borrower or any Bank, and the Agent shall not beresponsible for or have any duty to ascertain or inquire into (i) any statement, warranty orrepresentation made in or in connection with any Loan Document, (ii) the contents of anycertificate, report or other document delivered hereunder or thereunder or in connection herewith
 

 
or therewith, (iii) the performance or observance of any of the covenants, agreements, orother terms and conditions set forth in any Loan Document, (iv) the validity, enforceability,effectiveness or genuineness of any Loan Document or any other agreement, instrument or document,or (v) the satisfaction of any condition set forth in Section 6 or elsewhere in any Loan Document,other than to confirm receipt of items expressly required to be delivered to the Agent. The Agentmay consult with legal counsel (including counsel for the Borrower) concerning all matterspertaining to such duties.     10.3 Lack of Reliance on the Administrative Agent. Each of the Banks acknowledgesthat it has, independently and without reliance upon the Agent or any other Bank and based on suchdocuments and information as it has deemed appropriate, made its own credit analysis and decisionto enter into this Agreement. Each of the Banks, also acknowledges that it will, independently andwithout reliance upon the Agent or any other Bank and based on such documents and information as ithas deemed appropriate, continue to make its own decisions in taking or not taking of any actionunder or based on this Agreement, any related agreement or any document furnished hereunder orthereunder.     10.4 Certain Rights of the Agent. If the Agent shall request instructions from theMajority Banks with respect to any action or actions (including the failure to act) in connectionwith this Agreement, the Agent shall be entitled to refrain from such act or taking such act,unless and until it shall have received instructions from such Banks; and the Agent shall not incurliability to any Person by reason of so refraining. Without limiting the foregoing, no Bank shallhave any right of action whatsoever against the Agent as a result of the Agent acting or refrainingfrom acting hereunder in accordance with the instructions of the Majority Banks where required bythe terms of this Agreement.     10.5 Reliance by Agent. The Agent shall be entitled to rely upon, and shall not incurany liability for relying upon, any notice, request, certificate, consent, statement, instrument,document or other writing believed by it to be genuine and to have been signed, sent or made by theproper Person. The Agent may also rely upon any statement made to it orally or by telephone andbelieved by it to be made by the proper Person and shall not incur any liability for relyingthereon. The Agent may consult with legal counsel (including counsel for the Borrower),independent public accountants and other experts selected by it and shall not be liable for anyaction taken or not taken by it in accordance with the advice of such counsel, accountants orexperts.     10.6 The Agent in its Individual Capacity. The Bank serving as the Agent shall havethe same rights and powers under this Agreement and any other Loan Document in its capacity as aBank as any other Bank and may exercise or refrain from exercising the same as though it were notthe Agent; and the terms “Banks”, “Majority Banks”, “holders of Notes”, or any similar terms shall,unless the context clearly otherwise indicates, include the Agent in its individual capacity. Thebank acting as the Agent and its Affiliates may accept deposits from, lend money to, and generallyengage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower asif it were not the Agent hereunder.     10.7 Successor Agent.
 

 
     (a) The Agent may resign at any time by giving notice thereof to the Banks and theBorrower. Upon any such resignation, the Majority Banks shall have the right to appoint asuccessor Agent, subject to the approval by the Borrower provided that no Default shallexist at such time. If no successor Agent shall have been so appointed, and shall haveaccepted such appointment within 30 days after the retiring Agent gives notice ofresignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent,which shall be a commercial bank organized under the laws of the United States of America orany state thereof or a bank which maintains an office in the United States, having acombined capital and surplus of at least $500,000,000.     (b) Upon the acceptance of its appointment as the Agent hereunder by a successor, suchsuccessor Agent shall thereupon succeed to and become vested with all the rights, powers,privileges and duties of the retiring Agent, and the retiring Agent shall be discharged fromits duties and obligations under this Agreement and the other Loan Documents. If within 45days after written notice is given of the retiring Agent’s resignation under thisSection 10.7 no successor Agent shall have been appointed and shall have acceptedsuch appointment, then on such 45th day (i) the retiring Agent’s resignation shall becomeeffective, (ii) the retiring Agent shall thereupon be discharged from its duties andobligations under the Loan Documents and (iii) the Majority Banks shall thereafter performall duties of the retiring Agent under the Loan Documents until such time as the MajorityBanks appoint a successor Agent as provided above. After any retiring Agent’s resignationhereunder, the provisions of this Section 10 shall continue in effect for the benefit ofsuch retiring Agent and its representatives and agents in respect of any actions taken ornot taken by any of them while it was serving as the Agent.     10.8 Authorization to Execute other Loan Documents. Each Bank hereby authorizes theAgent to execute on behalf of all Banks all Loan Documents other than this Agreement.SECTION 11. MISCELLANEOUS     11.1 Waiver. No failure on the part of the Agent or any Bank to exercise, no delay inexercising, and no course of dealing with respect to, any right, power or privilege under thisAgreement or any Note shall operate as a waiver thereof, nor shall any single or partial exercisethereof preclude any other or further exercise thereof or the exercise of any other right, power orprivilege. The remedies provided herein are cumulative and not exclusive of any remedies providedby law.     11.2 Notices. Except as otherwise provided in this Agreement, all notices and othercommunications provided for herein shall be given or made in writing and telecopied, mailed ordelivered to the notice address of the intended recipient set forth on the signature pages hereof,or as to any party, at such other address as shall be designated by such party in a notice to eachother party. Except as otherwise provided in this Agreement, all such communications shall bedeemed to have been duly given when properly transmitted by telecopier or personally delivered or,in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.     11.3 Expenses, Etc.
 

 
     (a) The Borrower agrees to pay or reimburse each of the Banks and the Agent for: (a)all reasonable out-of-pocket costs and expenses of the Agent (including, without limitation,the reasonable fees and expenses of Mayer, Brown, Rowe & Maw, LLP, special counsel to theAgent) in connection with (i) the negotiation, preparation, execution and delivery of thisAgreement and the Notes, and (ii) any amendment, modification or waiver of any of the termsof this Agreement or any of the Notes; and (b) all reasonable costs and expenses of theBanks and the Agent (including reasonable counsels’ fees (which counsel may be employees ofthe Agent or the Banks)) in connection with any Default and any enforcement or collectionproceedings resulting therefrom.     (b) The Borrower shall indemnify the Agent, each Lender, and each Related Party of anyof the foregoing (each, an “Indemnitee”) against, and hold each of them harmlessfrom, any and all costs, losses, liabilities, claims, damages and related expenses,including the fees, charges and disbursements of any counsel for any Indemnitee, which maybe incurred by or asserted against any Indemnitee arising out of, in connection with or as aresult of (i) the execution or delivery of this Agreement or any other agreement orinstrument contemplated hereby, the performance by the parties hereto of their respectiveobligations hereunder or the consummation of any of the transactions contemplated hereby,(ii) any Loan or any actual or proposed use of the proceeds therefrom or (iii) any actual orprospective claim, litigation, investigation or proceeding relating to any of the foregoing,whether based on contract, tort or any other theory and regardless of whether any Indemniteeis a party thereto; provided, that the Borrower shall not be obligated to indemnify anyIndemnitee for any of the foregoing arising out of such Indemnitee’s gross negligence orwanton misconduct as determined by a court of competent jurisdiction.     (c) The Borrower shall pay, and hold the Agent and each of the Banks harmless from andagainst, any and all present and future stamp, documentary, and other similar taxes withrespect to this Agreement and any other Loan Documents, any collateral described therein, orany payments due thereunder, and save the Agent and each Lender harmless from and againstany and all liabilities with respect to or resulting from any delay or omission to pay suchtaxes.     (d) To the extent that the Borrower fails to pay any amount required to be paid to theAgent under clauses (a), (b) or (c) hereof, each Bank severally agrees to pay to the Agentsuch Bank’s Percentage (determined as of the time that the unreimbursed expense or indemnitypayment is sought) of such unpaid amount; provided, that the unreimbursed expense orindemnified payment, claim, damage, liability or related expense, as the case may be, wasincurred by or asserted against the Agent in its capacity as such.     (e) The Borrower shall not assert, and hereby waives, any claim against any Indemnitee,on any theory of liability, for special, indirect, consequential or punitive damages (asopposed to actual or direct damages) arising out of, in connection with or as a result of,this Agreement or any agreement or instrument contemplated hereby, the transactionscontemplated therein, any Loan or the use of proceeds thereof.
 

 
     (f) All amounts due under this Section shall be payable promptly after written demandtherefor, provided, however, that such amounts shall not be payable during any period theBorrower is disputing such amounts in good faith and is diligently pursuing resolution ofsuch dispute.     (g) Nothing in this Section 11.3 shall require the Borrower to reimburse any Bank forcosts or expenses related to any assignment or participation permitted under Section 11.5.     11.4 Amendments, Etc. Except as otherwise expressly provided in this Agreement, anyprovision of this Agreement may be waived, amended or modified only by an instrument in writingsigned by the Borrower, the Agent and the Majority Banks; provided that no amendment, modificationor waiver shall, unless by an instrument signed by the Agent and all of the Banks: (a) increase orextend the term of the Commitments, except as provided in Section 2.10, or extend theRevolving Credit Commitment Termination Date, (b) extend any date fixed for the payment of anyprincipal of or interest on any Loan or any fee, (c) reduce the amount of any payment of principalthereof or the rate at which interest is payable thereon or any fee is payable hereunder, (d) alterthe terms of this Section 11.4 or of Section 11.6(a), (e) amend the definition ofthe term “Majority Banks” or (f) waive any of the conditions precedent set forth in Section6 hereof.     11.5 Successors and Assigns.     (a) The provisions of this Agreement shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns permitted hereby, except thatthe Borrower may not assign or otherwise transfer any of its rights or obligations hereunderwithout the prior written consent of each Bank (and any attempted assignment or transfer bythe Borrower without such consent shall be null and void). Nothing in this Agreement,express or implied, shall be construed to confer upon any Person (other than the partieshereto, their respective successors and assigns permitted hereby and, to the extentexpressly contemplated hereby, the Related Parties of each of the Agent and the Banks) anylegal or equitable right, remedy or claim under or by reason of this Agreement.     (b) No Bank may assign to one or more Eligible Assignees all or a portion of its rightsand obligations under this Agreement (including all or a portion of its Commitment and theLoans at the time owing to it) without the prior written consent of the Borrower; providedthat no such consent shall be required during the continuance of an Event of Default. AnyBank may, after obtaining such consent if such consent is required, may assign to one ormore Eligible Assignees all or a portion of its rights and obligations under this Agreement(including all or a portion of its commitment and the Loans at the time owing to it);provided that (i) except in the case of an assignment of the entire remaining amount of theassigning Bank’s Commitment and the Loans at the time owing to it or in the case of anassignment to a Bank, an Affiliate of a Bank or an Approved Fund with respect to a Bank, theaggregate amount of the Commitment (which for this purpose includes Loans outstandingthereunder) of the assigning Bank subject to each such assignment (determined as of the datethe Assignment and Acceptance with
 

 
respect to such assignment is delivered to the Agent) shall not be less than$1,000,000, unless each of the Agent and, so long as no Event of Default has occurred and iscontinuing, the Borrower otherwise consents (each such consent not to be unreasonablywithheld or delayed), (ii) each partial assignment shall be made as an assignment of aproportionate part of all the assigning Bank’s rights and obligations under this Agreementwith respect to the Loan or the Commitment assigned and (iii) the parties to each assignmentshall execute and deliver to the Agent an Assignment and Acceptance, together with aprocessing and recordation fee of $1,000, and the Eligible Assignee, if it shall not be aBank, shall deliver to the Agent an Administrative Questionnaire. Upon (i) the executionand delivery of the Assignment and Acceptance by the assigning Bank and assignee Bank, (ii)acceptance and recording thereof by the Agent pursuant to paragraph (c) of this Section,(iii) consent thereof from the Borrower to the extent required pursuant to this clause (b)and (iv) if such assignee Bank is a Foreign Bank, compliance by such Person with Section5.6(f), from and after the effective date specified in each Assignment and Acceptance,the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interestassigned by such Assignment and Acceptance, have the rights and obligations of a Bank underthis Agreement, and the assigning Bank thereunder shall, to the extent of the interestassigned by such Assignment and Acceptance, be released from its obligations under thisAgreement (and, in the case of an Assignment and Acceptance covering all of the assigningBank’s rights and obligations under this Agreement, such Bank shall cease to be a partyhereto but shall continue to be entitled to the benefits of Sections 5.1, 5.5, 5.6 and 11.3.Any assignment or transfer by a Bank of rights or obligations under this Agreement thatdoes not comply with this paragraph shall be treated for purposes of this Agreement as asale by such Bank of a participation in such rights and obligations in accordance withparagraph (d) of this Section.     (c) The Agent, acting solely for this purpose as an agent of the Borrower, shallmaintain at one of its offices in Atlanta, Georgia a copy of each Assignment and Acceptancedelivered to it and a register for the recordation of the names and addresses of the Banks,and the Commitments of, and principal amount of the Loans owing to, each Bank pursuant tothe terms hereof from time to time (the “Register”). The entries in the Register shall beconclusive, and the Borrower, the Agent and the Banks may treat each Person whose name isrecorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposesof this Agreement, notwithstanding notice to the contrary.     (d) Any Bank may, without the consent of, or notice to, the Borrower, or theAdministrative Agent sell participations to one or more banks or other entities (a“Participant”) in all or a portion of such Bank’s rights and/or obligations underthis Agreement (including all or a portion of its Commitment and/or the Loans owing to it);provided that (i) such Bank’s obligations under this Agreement shall remainunchanged, (ii) such Bank shall remain solely responsible to the other parties hereto forthe performance of such obligations and (iii) the Borrower, the Administrative Agent, andthe other Banks shall continue to deal solely and directly with such Bank in connection withsuch Bank’s rights and obligations under this Agreement. Any agreement or instrumentpursuant to which a Bank sells such a participation shall provide that such Bank shallretain the sole right to enforce this Agreement and to approve any amendment, modificationor waiver of any provision of this Agreement; provided that such agreement
 

 
or instrument may provide that such Bank will not, without the consent of theParticipant, agree to any amendment, modification or waiver with respect to the following tothe extent affecting such Participant: (i) increase the Commitment of any Bank without thewritten consent of such Bank, (ii) reduce the principal amount of any Loan or reduce therate of interest thereon, or reduce any fees payable hereunder, without the written consentof each Bank affected thereby, (iii) postpone the date fixed for any payment of anyprincipal of, or interest on, any Loan or interest thereon or any fees hereunder or reducethe amount of, waive or excuse any such payment, or postpone the scheduled date for thetermination or reduction of any Commitment, without the written consent of each Bankaffected thereby, or (iv) change any of the provisions of this Section or the definition of“Majority Banks” or any other provision hereof specifying the number or percentage of Bankswhich are required to waive, amend or modify any rights hereunder or make any determinationor grant any consent hereunder, without the consent of each Bank. Subject to paragraph (e)of this Section, the Borrower agrees that each Participant shall be entitled to the benefitsof Sections 5.1, 5.5, and 5.6 to the same extent as if it were aBank and had acquired its interest by assignment pursuant to paragraph (b) of this Section.     (e) A Participant shall not be entitled to receive any greater payment underSection 5.1, and 5.5 than the applicable Bank would have been entitled toreceive with respect to the participation sold to such Participant, unless the sale of theparticipation to such Participant is made with the Borrower’s prior written consent. AParticipant that would be a Foreign Bank if it were a Bank shall not be entitled to thebenefits of Section 5.6 unless the Borrower is notified of the participation sold to suchParticipant and such Participant agrees, for the benefit of the Borrower, to comply withSection 5.6 as though it were a Bank.     (f) Any Bank may at any time pledge or assign a security interest in all or any portionof its rights under this Agreement to secure obligations of such Bank, including withoutlimitation any pledge or assignment to secure obligations to a Federal Reserve Bank;provided that no such pledge or assignment of a security interest shall release a Bank fromany of its obligations hereunder or substitute any such pledgee or assignee for such Bank asa party hereto.     11.6 Confidentiality. A Bank may, with the consent of the Borrower (which consentshall not unreasonably be withheld), furnish any non-public information concerning the Borrower orany of its subsidiaries in the possession of such Bank from time to time to actual or prospectiveassignees and participants; provided that such recipient shall agree with such Bank (on behalf ofitself and each of its affiliates, directors, officers, employees and representatives) that (A) theinformation so furnished will not be used by it except in connection with this Agreement and (B) itshall use reasonable precautions, in accordance with its customary procedures for handlingconfidential information and in accordance with safe and sound banking practices, to keep suchinformation confidential, provided that nothing in such agreement shall limit the disclosure ofsuch information (i) to the extent required by statute, rule, regulation or judicial process, (ii)to its counsel or to counsel for any of the Banks or the Agent, (iii) to bank examiners, auditorsor accountants or other professional advisors, (iv) to the Agent or any other Bank, (v) inconnection with any litigation to which the Agent or any one or more of the Banks is
 

 
a party or (vi) to the extent such information has become public (other than by its breach ofsuch agreement).     11.7 Survival. The obligations of the Borrower under Sections 5.1,5.5, 5.6 and 11.3 hereof shall survive the repayment of the Loans and thetermination of the Commitments.     11.8 Captions. The table of contents and captions and Section headings appearingherein are included solely for convenience of reference and are not intended to affect theinterpretation of any provision of this Agreement.     11.9 Counterparts. This Agreement may be executed in any number of counterparts, allof which taken together shall constitute one and the same instrument, and any of the parties heretomay execute this Agreement by signing one or more of such counterparts.     11.10 Jurisdiction, Service of Process.     (a) Any suit, action or proceeding against the Borrower with respect to this Agreementor the Notes or any judgment entered by any court in respect of any thereof may be broughtin the courts of the State of Georgia located in Fulton County or in the U.S. District Courtfor the Northern District of Georgia as the Agent or any Bank may elect, and the Borrowerhereby submits to the non-exclusive jurisdiction of each such court for the purpose of anysuch suit, action or proceeding. The Borrower consents to the service of process upon it inany such suit, action or proceeding by regular first class mail addressed to it at itsaddress specified in Section 11.2. The foregoing shall not, however, limit theright of the Agent or any Bank to serve process in any other manner permitted by law or tocommence any suit, action or proceeding or to obtain execution of judgment in anyappropriate jurisdiction. Without limiting the foregoing, the Borrower further agrees thatthe Agent or any Bank may at their option submit any dispute which may arise in connectionwith this Agreement or the Notes to any other court having jurisdiction over the Borrower orthe Borrower’s property.     (b) The Borrower hereby irrevocably waives any objection which it may now or hereafterhave to the laying of venue of any suit, action or proceeding arising out of or relating tothis Agreement or the Notes brought in the courts of the State of Georgia located in FultonCounty or the U.S. District Court for the Northern District of Georgia, and hereby furtherirrevocably waives any claim that any such suit, action or proceeding brought in any suchcourt has been brought in an inconvenient forum.     11.11 Set-off. The Borrower agrees that in addition to any right of recoupment,set-off, banker’s lien or counterclaim the Agent or any Bank may otherwise have, the Agent and eachBank shall be entitled to offset deposits (including all account balances, whether provisional orfinal and whether or not collected or available) and other claims of the Borrower at any of theAgent’s or such Bank’s offices, in Dollars or in any other currency, against any amount payable tothe Agent or such Bank hereunder which is not paid when due (regardless of whether such depositsand other claims are then due).
 

 
     11.12 Governing Law. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUEDIN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF GEORGIA.     11.13 Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLESTEXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OFOR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as ofthe day and year first above written.       INTEGRA BANK CORPORATION