Revolving Loan Agreement Dated as of September 29, 2003



 Exhibit 10a 
  

REVOLVING LOAN AGREEMENT 
  
 Dated as of September 29, 2003 
  
 By And Among 
  
 BROWN & BROWN, INC. 
  
 and 
  
 SUNTRUST BANK

  









 TABLE OF CONTENTS 
  

	 	  	Page


	 ARTICLE I DEFINITIONS; CONSTRUCTION
	  	1
	 Section 1.1 Definitions
	  	1
	 Section 1.2 Accounting Terms and Determination
	  	10
	 Section 1.3 Other Definitional Terms
	  	10
	 Section 1.4 Exhibits and Schedules
	  	10
		
	 ARTICLE II REVOLVING LOANS
	  	11
	 Section 2.1 Commitment: Use of Proceeds
	  	11
	 Section 2.2 Notes; Repayment of Principal
	  	11
	 Section 2.3 Payment of Interest
	  	12
	 Section 2.4 This Section Is Not Applicable
	  	12
	 Section 2.5 Reduction of Revolving Loan Commitments
	  	12
	 Section 2.6 Swingline Commitment
	  	12
	 Section 2.7 Procedure for Swingline Advance; Etc.
	  	13
	 Section 2.8 Swingline Notes; Repayment of Principal and Interest
	  	13
	 Section 2.9 Letters of Credit
	  	13
		
	 ARTICLE III This Article is not applicable
	  	14
		
	 ARTICLE IV GENERAL LOAN TERMS
	  	14
	 Section 4.1 Funding Notices
	  	14
	 Section 4.2 Disbursement of Funds
	  	15
	 Section 4.3 Interest; Default, Payment and Determination
	  	15
	 Section 4.4 Interest Periods
	  	15
	 Section 4.5 Fees
	  	15
	 Section 4.6 Voluntary Prepayments of Borrowings
	  	16
	 Section 4.7 Payments, etc.
	  	16
	 Section 4.8 LIBOR Rate Not Ascertainable, Etc.
	  	17
	 Section 4.9 Illegality
	  	17
	 Section 4.10 Increased Costs
	  	18
	 Section 4.11 Payments on SunTrust Term Loan From Sale of Assets
	  	19
	 Section 4.12 Funding Losses
	  	19
	 Section 4.13 Assumptions Concerning Funding of Eurodollar Advances
	  	19
	 Section 4.14 This Section is not applicable
	  	19
	 Section 4.15 This Section is not applicable
	  	19
	 Section 4.16 Capital Adequacy
	  	19
	 Section 4.17 Benefits to Guarantors
	  	20
	 Section 4.18 Limitation on Certain Payment Obligations
	  	20
	 Section 4.19 Change from One Type of Borrowing to Another
	  	20
		
	 ARTICLE V CONDITIONS TO BORROWINGS
	  	20
	 Section 5.1 Conditions Precedent to Initial Loans
	  	20
	 Section 5.2 Conditions to All Loans
	  	22
	 Section 5.3 Certification For Each Borrowing
	  	23
		
	 ARTICLE VI REPRESENTATIONS AND WARRANTIES
	  	23
	 Section 6.1 Organization and Qualification
	  	23
	 Section 6.2 Corporate Authority
	  	23
	 Section 6.3 Borrower Financial Statements
	  	23
	 Section 6.4 Tax Returns
	  	23
	 Section 6.5 Actions Pending
	  	24
	 Section 6.6 Representations; No Defaults
	  	24

  

 i 









	 Section 6.7 Title to Properties
	  	24
	 Section 6.8 Enforceability of Agreement
	  	24
	 Section 6.9 Consent
	  	24
	 Section 6.10 Use of Proceeds; Federal Reserve Regulations
	  	24
	 Section 6.11 ERISA
	  	24
	 Section 6.12 Subsidiaries
	  	25
	 Section 6.13 Outstanding Indebtedness
	  	25
	 Section 6.14 Conflicting Agreements
	  	25
	 Section 6.15 Pollution and Other Regulations
	  	25
	 Section 6.16 Possession of Franchises, Licenses, Etc.
	  	26
	 Section 6.17 Patents, Etc.
	  	26
	 Section 6.18 Governmental Consent
	  	26
	 Section 6.19 Disclosure
	  	27
	 Section 6.20 Insurance Coverage
	  	27
	 Section 6.21 Labor Matters
	  	27
	 Section 6.22 Intercompany Loans; Dividends
	  	27
	 Section 6.23 Burdensome Restrictions
	  	27
	 Section 6.24 Solvency
	  	27
	 Section 6.25 Guarantors - Income Requirement
	  	27
	 Section 6.26 SEC Compliance and Filings
	  	27
	 Section 6.27 Capital Stock of Borrower and Related Matters
	  	28
	 Section 6.28 Places of Business
	  	28
		
	 ARTICLE VII AFFIRMATIVE COVENANTS
	  	28
	 Section 7.1 Corporate Existence, Etc.
	  	28
	 Section 7.2 Compliance with Laws, Etc.
	  	28
	 Section 7.3 Payment of Taxes and Claims, Etc.
	  	28
	 Section 7.4 Keeping of Books
	  	28
	 Section 7.5 Visitation, Inspection, Etc.
	  	29
	 Section 7.6 Insurance; Maintenance of Properties
	  	29
	 Section 7.7 Reporting Covenants
	  	29
	 Section 7.8 Maintain the Following Financial Covenants
	  	32
	 Section 7.9 Notices Under Certain Other Indebtedness
	  	32
	 Section 7.10 Additional Guarantors
	  	32
	 Section 7.11 Ownership of Guarantors
	  	33
		
	 ARTICLE VIII NEGATIVE COVENANTS
	  	33
	 Section 8.1 Indebtedness
	  	33
	 Section 8.2 Liens
	  	33
	 Section 8.3 Sales. Etc.
	  	34
	 Section 8.4 Mergers, Acquisitions, Etc.
	  	34
	 Section 8.5 Investments, Loans. Etc.
	  	34
	 Section 8.6 Sale and Leaseback Transactions
	  	35
	 Section 8.7 Transactions with Affiliates
	  	35
	 Section 8.8 Optional Prepayments
	  	36
	 Section 8.9 Changes in Business
	  	36
	 Section 8.10 ERISA
	  	36
	 Section 8.11 Additional Negative Pledges
	  	36
	 Section 8.12 Limitation on Payment Restrictions Affecting Consolidated Companies
	  	36
	 Section 8.13 Actions Under Certain Documents
	  	36
	 Section 8.14 Financial Statements; Fiscal Year
	  	36
	 Section 8.15 Change of Management
	  	36
	 Section 8.16 Change of Control
	  	37
	 Section 8.17 Guaranties
	  	37
	 Section 8.18 Changes in Debt Instruments
	  	37
	 Section 8.19 This section is not applicable
	  	37

  

 ii 









	 Section 8.20 No Issuance of Capital Stock
	  	37
	 Section 8.21 No Payments on Subordinated Debt
	  	37
	 Section 8.22 Insurance Business
	  	37
		
	 ARTICLE IX EVENTS OF DEFAULT
	  	37
	 Section 9.1 Payments
	  	37
	 Section 9.2 Covenants Without Notice
	  	37
	 Section 9.3 Other Covenants
	  	38
	 Section 9.4 Representations
	  	38
	 Section 9.5 Non-Payments of Other Indebtedness
	  	38
	 Section 9.6 Defaults Under Other Agreements
	  	38
	 Section 9.7 Bankruptcy
	  	38
	 Section 9.8 ERISA
	  	38
	 Section 9.9 Money Judgment
	  	39
	 Section 9.10 Ownership of Credit Parties and Pledged Entities
	  	39
	 Section 9.11 Change in Control of Borrower
	  	39
	 Section 9.12 Default Under Other Credit Documents
	  	39
	 Section 9.13 This Section is not applicable
	  	39
	 Section 9.14 Attachments
	  	39
	 Section 9.15 Default Under Subordinated Loan Documents
	  	39
	 Section 9.16 Material Adverse Effect
	  	39
		
	 ARTICLE X This Article is not applicable.
	  	40
		
	 ARTICLE XI MISCELLANEOUS
	  	40
	 Section 11.1 Notices
	  	40
	 Section 11.2 Amendments, Etc.
	  	40
	 Section 11.3 No Waiver; Remedies Cumulative
	  	40
	 Section 11.4 Payment of Expenses, Etc.
	  	40
	 Section 11.5 Right of Set-Off
	  	42
	 Section 11.6 Benefit of Agreement
	  	42
	 Section 11.7 Governing Law; Submission to Jurisdiction
	  	43
	 Section 11.8 Independent Nature of Lender’s Rights
	  	44
	 Section 11.9 Counterparts
	  	44
	 Section 11.10 Effectiveness; Survival
	  	44
	 Section 11.11 Severability
	  	44
	 Section 11.12 Independence of Covenants
	  	45
	 Section 11.13 Change in Accounting Principles, Fiscal Year or Tax Laws
	  	45
	 Section 11.14 Headlines Descriptive; Entire Arrangement
	  	45
	 Section 11.15 Time is of the Essence
	  	45
	 Section 11.16 Usury
	  	45
	 Section 11.17 Construction
	  	45
	 Section 11.18 No Incorporation into Note
	  	45
	 Section 11.19 Amendment and Restatement of Initial Loan Agreement
	  	45
	 Section 11.20 Entire Agreement
	  	45

  
 SCHEDULES

  

	 Schedule 6.1
	 	 Organization and Ownership of Material Subsidiaries

	 Schedule 6.4
	 	 Tax Filings and Payments

	 Schedule 6.5
	 	 Certain Pending and Threatened Litigation

	 Schedule 6.7
	 	 Liens on Borrower Assets

	 Schedule 6.11
	 	 Employee Benefit Matters

	 Schedule 6.13
	 	 Outstanding Debt and Defaults

	 Schedule 6.14
	 	 Conflicting Agreements

	 Schedule 6.15(a)
	 	 Environmental Compliance


  

 iii 









	 Schedule 6.15(b)
	  	Environmental Notices
	 Schedule 6.15(c)
	  	 Environmental Permits

	 Schedule 6.17
	  	 Patent, Trademark, License, and Other Intellectual Property Matters

	 Schedule 6.21
	  	 Labor and Employment Matters

	 Schedule 6.22
	  	 Intercompany Loans

	 Schedule 6.23
	  	 Burdensome Restrictions

	 Schedule 6.28(a)
	  	 Places of Business

	 Schedule 6.28(b)
	  	 Materials Places of Business

	 Schedule 8.1(b)
	  	 Existing Indebtedness

	 Schedule 8.2
	  	 Existing Liens

	 Schedule 8.5
	  	 Permitted Investments

	 Schedule 9.11
	  	 Permitted Stockholders


  
  

 iv 








 REVOLVING LOAN AGREEMENT 
  
 THIS REVOLVING LOAN AGREEMENT, dated as of September 29, 2003 (the “Agreement”), is made and
entered into by and between BROWN & BROWN, INC., a Florida corporation (the “Borrower”), and SUNTRUST BANK, a Georgia corporation (the “Lender”). 
  
 WITNESSETH: 
  
 WHEREAS, the Borrower desires to obtain from the Lender a revolving
loan up to the maximum amount of $75,000,000. 
  
 NOW,
THEREFORE, in consideration of the mutual covenants made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

  
 ARTICLE I 
  
 DEFINITIONS; CONSTRUCTION 
  
 Section 1.1 Definitions. As used in this Agreement, and in any
instrument, certificate, document or report delivered pursuant thereto, the following terms shall have the following meanings (to be equally applicable to both the singular and plural forms of the term defined): 
  
 “Advance” shall mean any principal amount advanced
and remaining outstanding at any time under the Revolving Loan, which Advance shall be made or outstanding as a Base Rate Advance or a Eurodollar Advance or a Swingline Advance, as the case may be. 
  
 “Affiliate” of any Person means any other Person
directly or indirectly controlling, controlled by, or under common control with, such Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, “control” (including with
correlative meanings, the terms “controlling”, “controlled by”, and “under common control with”) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of that Person. 
  
 “Agreement” shall mean this Revolving Loan Agreement, as originally executed and as it may be from time to time supplemented, amended, restated, renewed or extended and in effect. 
  
 “Applicable Margin” shall mean the percentage
designated below based on the Borrower’s Funded Debt to EBITDA Ratio, measured quarterly on a rolling four (4) quarters basis: 
  

	 	  	Total Funded Debt to EBITDA

	 
	 	  	Level I

	 	 	Level II

	 	 	Level III

	 	 	Level IV

	 
	 Facility Pricing
	  	 <1.00
	  
	 	3	1.00 & <1.50	 	 	3	1.50 & <2.00	 	 	32.00	 
	 Eurodollar Advances
	  	0.750	%	 	 	1.125	%	 	 	1.375	%	 	1.625	%
	 Availability Fee
	  	0.175	%	 	 	0.200	%	 	 	0.225	%	 	0.250	%
	 Base Rate Advances
	  	0.000	%	 	 	0.000	%	 	 	0.000	%	 	0.125	%

  
 provided, however, that adjustments, if any, to the Applicable Margin based on changes in the Ratio set forth above shall be made and become effective on the first day of the second fiscal quarter after the
Statement Date, provided, further, however, for the period from the Closing Date through December 31, 2003, the Applicable Margin shall be based on Level I set forth above. 
  
 “Asset Value” shall mean, with respect to any
property or asset of any Consolidated Company as of any particular date, an amount equal to the greater of (a) the then book value of such property or asset as established in 

  









 
accordance with GAAP, and (b) the then fair market value of such property or asset as determined in good faith by the board of directors of such Consolidated
Company. 
  
 “Availability Fee” shall mean
a per annum fee based upon the unused portion of the Revolving Loan Commitment of the Lender. Such fee shall be based upon the Borrower’s Funded Debt to EBITDA Ratio as set forth in the chart under “Applicable Margin”,
which Fee is to be based (calculated on an actual/365 day year) on the average daily unused portion of the Revolving Loan Commitment, and shall be payable to the Lender quarterly in arrears on the last calendar day of each fiscal quarter of Borrower
and on the Maturity Date. For the purposes of determining the Availability Fee, all outstanding Letters of Credit will be deemed to be at that time outstanding Revolving Loans. 
  
 “Bankruptcy Code” shall mean The Bankruptcy Code of 1978, as amended and in effect from time to time
(11 U.S.C. §§101 et seq.). 
  
 “Base
Advance Rate” shall mean, with respect to a Base Rate Advance, the rate obtained by adding (a) the Base Rate, plus (b) the Applicable Margin for a Base Rate Advance. 
  
 “Base Rate” shall mean the rate which the Lender
designates from time to time to be its prime lending rate, as in effect from time to time. The Lender’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate charged to its customers; the Lender may
make commercial loans or other loans at rates of interest at, above or below the Lender’s prime lending rate. 
  
 “Base Rate Advance” shall mean an Advance bearing interest based on the Base Rate. 
  
 “Base Rate Loan” shall mean a Loan which bears
interest at the Base Advance Rate. 
  
 “Book of
Business Sales” shall mean the sale by a Consolidated Company in the ordinary course of business of a book of business, either by the sale of assets or Capital Stock, which may include the sale of what is characterized as its profit
center operations (i.e. office) that are made from time to time and are consistent with past practice, and where the value is less than $10,000,000. 
  
 “Borrowing” shall mean the making of a Loan, the extension of an Advance, or the conversion of a Loan of one Type into a Loan of
another Type. 
  
 “Business Day” shall
mean, with respect to Eurodollar Advances, any day other than a day on which commercial banks are closed or required to be closed for domestic and international business, including dealings in Dollar deposits on the London Interbank Market, and with
respect to all other Loans and matters, any day other than Saturday, Sunday and a day on which commercial banks are required to be closed for business in Orlando, Florida. 
  
 “Capital” shall mean the sum of (a) Funded Debt plus (b) Consolidated Net Worth of the
Consolidated Companies. 
  
 “Capitalized Lease
Obligations” shall mean all lease obligations which have been or are required to be, in accordance with GAAP, capitalized on the books of the lessee. 
  
 “Capital Stock” of any Person shall mean any shares, equity or profits interests, participations or
other equivalents (however designated) of capital stock and any rights, warrants or options, or other securities convertible into or exercisable or exchangeable for any such shares, equity or profits interest, participations or other equivalents,
directly or indirectly (or any equivalent ownership interest, in the case of a Person which is not a corporation). 
  
 “CERCLA” has the meaning set forth in Section 6.15(a) of this Agreement. 
  
 “Closing Date” shall mean the date of this Agreement.

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

 2 








 “Consolidated Companies” shall mean, collectively, Borrower and all of its
Subsidiaries. 
  
 “Consolidated EBIT”
shall mean, for any fiscal period of the Borrower, an amount equal to the sum of (a) the Consolidated Net Income (Loss), plus (b) to the extent deducted in determining Consolidated Net Income (Loss), (i) provisions for taxes based
on income, and (ii) Consolidated Interest Expense, for the Consolidated Companies, less (c) gains on sales of assets (excluding sales in the ordinary course of business, which would include Book Of Business Sales) and other
extraordinary gains and other one-time non-cash gains, all as determined in accordance with GAAP. 
  
 “Consolidated EBITDA” shall mean, for any fiscal period of the Borrower, an amount equal to the sum of (a) the Consolidated EBIT,
plus (b)(i) depreciation and (ii) amortization of the Consolidated Companies, plus (c) non-cash charges to the extent deducted in determining Consolidated Net Income, plus (d) all non-cash stock grant
compensation all as determined for the Consolidated Companies in accordance with GAAP. 
  
 “Consolidated Net Income (Loss)” shall mean, for any fiscal period of Borrower, the net income (or loss) of the Consolidated Companies on a consolidated basis for such period (taken as a single
accounting period) determined in accordance with GAAP; provided that there shall be excluded therefrom: (a) any items of gain or loss, together with any related provision for taxes, which were included in determining such
consolidated net income and were not realized in the ordinary course of business or the result of a sale of assets other than in the ordinary course of business; and (b) the income (or loss) of any Person accrued prior to the date such Person
becomes a Subsidiary of Borrower or (in the case of a Person other than a Subsidiary) is merged into or consolidated with any Consolidated Company, or such Person’s assets are acquired by any Consolidated Company. 
  
 “Consolidated Net Worth” shall mean as of the date of
determination, the Borrower’s Shareholders’ Equity as determined in accordance with GAAP. 
  
 “Consolidated Subsidiary” shall mean, as at any particular time, any corporation included as a Consolidated Subsidiary of Borrower
in Borrower’s most recent financial statements furnished to its stockholders and certified by Borrower’s independent public accountants. 
  
 “Contractual Obligation” of any Person shall mean any provision of any security issued by such Person or of any agreement,
instrument or undertaking under which such Person is obligated or by which it or any of the property owned by it is bound. 
  
 “Contribution Agreement” means that certain Contribution Agreement by and among the Guarantors, in form acceptable to the Lender.

  
 “Credit Documents” shall mean,
collectively, this Agreement, the Note, the Guaranty Agreement, and the Contribution Agreement. 
  
 “Credit Parties” shall mean, collectively, each of Borrower, the Guarantors, and every other Person who from time to time executes
a Credit Document with respect to all or any portion of the Obligations. 
  
 “Default” shall mean any condition or event which, with notice or lapse of time or both, would constitute an Event of Default. 
  
 “Default Rate” shall mean the rate of interest set forth in Section 4.3 hereof.

  
 “Dollar” and “U.S.
Dollar” and the sign “$” shall mean lawful money of the United States of America. 
  
 “Earnout Payments” shall mean, in connection with an acquisition of the business by a Consolidated Company, any payments agreed to
be made to the sellers in said acquisition as a part of the purchase price, and which payments are based upon certain performance or other standards relating to the business which has been acquired. 
  

 3 








 “EBITDA” shall mean Consolidated EBITDA. 
  
 “Environmental Laws” shall mean all federal, state,
local and foreign statutes and codes or regulations, rules or ordinances issued, promulgated, or approved thereunder, now or hereafter in effect (including, without limitation, those with respect to asbestos or asbestos containing material or
exposure to asbestos or asbestos containing material), relating to pollution or protection of the environment and relating to public health and safety, relating to (a) emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals or industrial toxic or hazardous constituents, substances or wastes, including without limitation, any Hazardous Substance, petroleum including crude oil or any fraction thereof, any petroleum product or other waste,
chemicals or substances regulated by any Environmental Law into the environment (including without limitation, ambient air, surface water, ground water, land surface or subsurface strata), (b) the manufacture, processing, distribution, use,
generation, treatment, storage, disposal, transport or handling of any Hazardous Substance, petroleum including crude oil or any fraction thereof, any petroleum product or other waste, chemicals or substances regulated by any Environmental Law, or
(c) underground storage tanks and related piping, and emissions, discharges and releases or threatened releases therefrom, such Environmental Laws to include, without limitation, (i) the Clean Air Act (42 U.S.C. §7401 et seq.), (ii) the
Clean Water Act (33 U.S.C. §1251 et seq.), (iii) the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), (iv) the Toxic Substances Control Act (15 U.S.C. §2601 et seq.) and (v) the Comprehensive
Environmental Response Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act (42 U.S.C. §9601 et seq.). 
  
 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time. 
  
 “ERISA Affiliate” shall mean, with respect to any
Person, each trade or business (whether or not incorporated) which is a member of a group of which that Person is a member and which is either within a controlled group of corporations or under common control within the meaning of the regulations
promulgated under Section 414 of the Code and the regulations promulgated thereunder. 
  
 “Eurodollar Advance” shall mean an Advance bearing interest based on LIBOR. 
  
 “Event of Default” shall have the meaning set forth in Article IX hereof. 
  
 “Exchange Act” shall mean the Securities Exchange Act
of 1934, as amended from time to time, and any successor statute thereto. 
  
 “Executive Officer” shall mean with respect to any Person (other than a Guarantor), the Chief Executive Officer, the President, any Vice President, Chief Financial Officer, Treasurer, Secretary
and any Person holding comparable offices or duties, and with respect to a Guarantor, the President, any Vice President or the Treasurer. 
  
 “Facility” or “Facilities” shall mean the Revolving Loan Commitment and Revolving Loans, as the context may
indicate. 
  
 “Funded Debt” shall mean all
Indebtedness for money borrowed, Indebtedness evidenced or secured by purchase money liens, Capitalized Lease Obligations, conditional sales contracts and similar title retention debt instruments (regardless of when such Indebtedness matures). The
calculation of Funded Debt shall include (without duplication) (a) all Funded Debt of the Consolidated Companies (including all Swingline Advances), (b) all Funded Debt of other Persons, other than Subsidiaries, which has been Guaranteed by a
Consolidated Company, which is supported by a letter of credit issued for the account of a Consolidated Company, or as to which and to the extent a Consolidated Company or its assets have otherwise become liable for payment thereof, (c) all
Indebtedness for money borrowed by the Consolidated Companies pursuant to lines of credit or revolving credit facilities (regardless of the term thereof), and (d) all Subordinated Debt. 
  
 “Funded Debt to EBITDA Ratio” shall mean as of the applicable date, the ratio of (a) Funded Debt to
(b) Consolidated EBITDA for the Consolidated Companies, on a consolidated basis. 
  

 4 








 “Funded Debt to Cash Flow Ratio” shall mean as of the applicable date, the ratio
of (a) Funded Debt to (b) (i) Consolidated Net Income (Loss) plus (ii) depreciation and amortization, for the Consolidated Companies, on a consolidated basis. 
  
 “GAAP” shall mean generally accepted accounting principles in the United States of America, as set
forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination. 
  
 “Guaranteed Indebtedness” shall mean, as to any Person, any obligation of such Person guaranteeing
any indebtedness, lease, dividend, or other obligation (“primary obligation”) of any other Person (the “primary obligor”) in any manner including, without limitation, any obligation or arrangement of such Person: (a) to purchase
or repurchase any such primary obligation; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net
worth or solvency or any balance sheet condition of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation; (d) to indemnify the owner of such primary obligation against loss in respect thereof; (e) by which and to the extent said Person or its assets have otherwise become liable for payment of any such primary
obligation; or (f) supporting a letter of credit issued for the account of said primary obligor. 
  
 “Guarantors” shall mean, collectively, all present and future Material Subsidiaries, and their respective successors and permitted
assigns. 
  
 “Guaranty” shall mean any
contractual obligation, contingent or otherwise, of a Person with respect to any Indebtedness or other obligation or liability of another Person, including without limitation, any such Indebtedness, obligation or liability directly or indirectly
guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable, including contractual obligations (contingent or otherwise) arising through any
agreement to purchase, repurchase, or otherwise acquire such Indebtedness, obligation or liability or any security therefor, or any agreement to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, or other financial condition, or to make any payment other than for value received. The amount of any Guaranty shall be deemed to be an amount equal to
the stated or determinable amount of the primary obligation in respect to which said Guaranty is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith. 
  
 “Guaranty Agreements” shall mean, collectively, the Guaranty Agreement executed by each of the Guarantors from time to time in favor of the Lender in the form reasonably acceptable to Lender as the same may be
amended, restated or supplemented from time to time. 
  
 “Hazardous Materials” shall mean oil, petroleum or chemical liquids or solids, liquid or gaseous products, asbestos, or any other hazardous waste or Hazardous Substances, including, without limitation, hazardous
medical waste or any other substance described in any Hazardous Materials Law. 
  
 “Hazardous Materials Law” shall mean the Comprehensive Environmental Response Compensation and Liability Act as amended by the Superfund Amendments and Reauthorization Act, 42 U.S.C.
§9601, the Resource Conservation and Recovery Act, 42 U.S.C. §6901, the state hazardous waste laws, as such laws may from time to time be in effect, and related regulations, and all similar laws and regulations. 
  
 “Hazardous Substances” has the meaning assigned to
that term in CERCLA. 
  
 “Indebtedness” of
any Person shall mean, without duplication: (a) all obligations of such Person which in accordance with GAAP would be shown on the balance sheet of such Person as a liability (including, without 

  

 5 








 
limitation, obligations for borrowed money and for the deferred purchase price of property or services, obligations evidenced by bonds, debentures, notes or
other similar instruments, and contingent reimbursement obligations under undrawn letters of credit); (b) all Capitalized Lease Obligations; (c) all Guaranteed Indebtedness of such Person; (d) Indebtedness of others secured by any Lien upon property
owned by such Person, whether or not assumed; and (e) obligations or other liabilities under currency contracts, interest rate hedging contracts, or similar agreements or combinations thereof. Earnout Payments shall not be considered Indebtedness.

  
 “Intangible Assets” shall mean those
assets of the Consolidated Companies which are (a) deferred assets, other than prepaid insurance and prepaid taxes; (b) patents, copyrights, trademarks, trade names, franchises, good will, experimental expenses and other similar assets which would
be classified as “intangible assets” under GAAP; and (c) treasury stock. 
  
 “Intercompany Credit Documents” shall mean, collectively, the promissory notes and all related loan, subordination, and other
agreements, to the extent that they exist, relating in any manner to the Intercompany Loans. 
  
 “Intercompany Loans” shall mean, collectively, (a) the loans more particularly described on Schedule 6.22, and (b) those loans or other extensions of credit from time to time made
by any Consolidated Company to another Consolidated Company satisfying the terms and conditions set forth in Section 8.1(e) or as may otherwise be approved in writing by the Lender. 
  
 “Interest Period” shall mean with respect to
Eurodollar Advances, the period of 1, 2, or 3 months selected by the Borrower under Section 4.4 hereof. 
  
 “Investment” shall mean, when used with respect to any Person, any direct or indirect advance, loan or other extension of credit
(other than the creation of receivables in the ordinary course of business) or capital contribution by such Person (by means of transfers of property to others or payments for property or services for the account or use of others, or otherwise) to
any Person, or any direct or indirect purchase or other acquisition by such Person of, or of a beneficial interest in, capital stock, partnership interests, bonds, notes, debentures or other securities issued by any other Person. 
  
 “LC Commitment” shall mean that portion of the
Revolving Loan Commitment that may be used by the Credit Parties for the issuance of Letters of Credit under this Facility in an aggregate face amount not to exceed the smaller of (a) $5,000,000, or (b) that the difference at any time between (i)
the total Revolving Loan Commitment, and (ii) the total amount outstanding at that time of all (y) Revolving Loans, and (z) Swingline Loans. The LC Commitment shall be a “sublimit” for the total Revolving Loan Commitment.

  
 “LC Disbursement” shall mean a draft
paid by the Lender pursuant to a Letter of Credit and any taxes, fees, charges, or other costs or expenses incurred by the Lender in connection with such payments. 
  
 “LC Documents” shall mean the Letters of Credit and all applications, agreements and instruments
relating to the Letters of Credit. 
  
 “LC
Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the
Credit Parties at such time. 
  
 “Lender” or
“Lender” shall mean SunTrust Bank and each assignee thereof, if any. 
  
 “Lending Office” shall mean for the Lender the office the Lender may designate in writing from time to time to Borrower and the Lender with respect to each Type of Loan. 
  
 “Letter of Credit” shall mean any Standby Letters of
Credit or Trade Letters of Credit issued pursuant to Section 2.9 by Lender for the account of the Borrower or any Guarantor under the LC Commitment. 
  

 6 








 “Letter of Credit Margin Fee” shall mean the fee to be paid by the Borrower from
time to time based on the outstanding Letters of Credit pursuant to Section 4.5(c) hereof. 
  
 “LIBOR” shall mean, for any Interest Period, the offered rates for deposits in U.S. Dollars for a period comparable to the
Interest Period appearing on the Reuters Screen LIBOR Page as of 11:00 a.m., (London, England time), on the day that is two (2) Business Days prior to the first day of the Interest Period. If two (2) or more of such rates appear on the Reuters
Screen LIBOR Page, the rate for that Interest Period will be the arithmetic mean of such rates, rounded, if necessary, to the next higher 1/16 of 1.0%; and in either case as such rates may be adjusted for any applicable reserve requirements. If the
foregoing rate is unavailable from the Reuters Screen for any reason, then such rate shall be determined by the Lender from Telerate Page 3750 or, if such rate is also unavailable on such service, then on any other interest rate reporting service of
recognized standing designated in writing by the Lender to Borrower and the Lender; in any such case rounded, if necessary, to the next higher 1/16 of 1.0%, if the rate is not such a multiple. 
  
 “LIBOR Advance Rate” shall mean, with respect to each
Interest Period for a Eurodollar Advance, the rate obtained by adding (a) LIBOR for such Interest Period plus (b) the Applicable Margin for a Eurodollar Advance. 
  
 “Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind
or description and shall include, without limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any capitalized lease in the nature thereof including any lease or similar arrangement with a
public authority executed in connection with the issuance of industrial development revenue bonds or pollution control revenue bonds, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any
jurisdiction. 
  
 “Loan” or “Loans”
shall mean, collectively, the Revolving Loans. 
  
 “Margin Regulations” shall mean Regulation G, Regulation T, Regulation U and Regulation X of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time. 
  
 “Material Assets” shall mean any assets which are
material to the operations of the Consolidated Companies such as, but not limited to, trademarks, contractual rights, real estate, etc. 
  
 “Material Place of Business” shall mean the Places of business set forth in Schedule 6.28(b) hereto and any other or
new Place of Business which is either (a) owned by a Consolidated Company, or (b) leased by a Consolidated Company, at which the Consolidated Company has at said location tangible personal property which is material to the operations of that
Consolidated Company. 
  
 “Material
Subsidiary” shall mean (a) each Subsidiary designated as such in Schedule 6.1 hereto, and (b) each other Wholly Owned Subsidiary of Borrower, now existing or hereinafter established or acquired, that at any time prior to
the Maturity Date, has either (i) at an annualized basis, net income which generates one and one-half percent (1.5%) or more of the Consolidated Net Income; provided, however, if the aggregate net income of the Borrower
and its Material Subsidiaries is at any time less than eighty-five percent (85%) of Consolidated Net Income, then the one and one-half percent (1.5%) trigger set forth herein will be reduced to such a figure so that the aggregate net income of the
Borrower and its Material Subsidiaries (based on said reduced trigger amount) is not less than eighty-five percent (85%) of the Consolidated Net Income of the Borrower, or (ii) any Material Assets. 
  
 “Materially Adverse Effect” shall mean the occurrence
of an event which could reasonably be expected to cause a materially adverse change in (a) the business, results of operations, financial condition, assets or prospects of the Consolidated Companies, taken as a whole, (b) the ability of the Borrower
to perform its obligations under this Agreement, or (c) the ability of the Credit Parties (taken as a whole) to perform their respective obligations under the Credit Documents. 
  

 7 








 “Maturity Date” shall mean the earlier of (a) September 30, 2008, and (b) the
date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable pursuant to the provisions of Article IX hereof. 
  
 “Multi-Employer Plan” shall have the meaning set forth in Section 4001(a)(3) of ERISA. 

 
 “Note” shall mean, individually or collectively,
as the context may require, the Revolving Credit Note either as originally executed and as the same may be from time to time supplemented, modified, amended, renewed or extended. 
  
 “Notice of Borrowing” shall have the meaning provided in Section 4.1 hereof, the form
of which is reasonably acceptable to Lender. 
  
 “Notice of Conversion/Continuation” shall have the meaning provided in Section 4.1 hereof, the form of which is reasonably acceptable to Lender. 
  
 “Obligations” shall mean all amounts owing to the
Lender pursuant to the terms of this Agreement or any other Credit Document, including without limitation, all Loans (including all principal and interest payments due thereunder), fees (including reasonable attorneys’ fees as permitted under
any Credit Document), expenses, indemnification and reimbursement payments (including any reimbursement obligation with respect to any letter of credit, if drawn upon after any Event of Default which has occurred and is continuing), indebtedness,
liabilities, and obligations of the Credit Parties, direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising, together with all renewals, extensions, modifications or refinancings thereof. 

 
 “PBGC” shall mean the Pension Benefit Guaranty
Corporation, and any successor thereto. 
  
 “Permitted
Acquisitions” shall mean the acquisition, by merger, consolidation, purchase or otherwise, by any Consolidated Company of any Person where substantially all the assets or stock of said Person who is not affiliated with the Borrower are
purchased, to the extent after giving effect to said acquisition, no Event of Default will occur or be continuing and either (i) the Funded Debt to Consolidated EBITDA Ratio will not be greater than 2.0:1; or (ii) the Funded Debt to Consolidated
EBITDA Ratio will be greater than 2.0:1, then, in that event, only to the extent the aggregate value of said acquisitions after said 2.0:1 Ratio is met is not greater than $75,000,000. 
  
 “Permitted Liens” shall mean those Liens expressly permitted by Section 8.2 hereof.

  
 “Person” shall mean any individual,
partnership, joint venture, firm, corporation, trust, unincorporated association, government or any department or agency thereof, and any other entity whatsoever. 
  
 “Places of Business” shall mean those locations owned or leased by any Consolidated Company or at
which any assets of any Consolidated Company are located, as set forth in Schedule 6.28(a) hereto. 
  
 “Plan” shall mean any employee benefit plan, program, arrangement, practice or contract, maintained by or on behalf of the
Borrower or an ERISA Affiliate, which provides benefits or compensation to or on behalf of employees or former employees, whether formal or informal, whether or not written, including but not limited to, the following types of plans: 
  
 (a) Executive Arrangements - any bonus,
incentive compensation, stock option, deferred compensation, commission, severance, “golden parachute”, “rabbi trust”, or other executive compensation plan, program, contract, arrangement or practice; 
  
 (b) ERISA Plans - any “employee benefit
plan” defined in Section 3(3) of ERISA, including, but not limited to, any defined benefit pension plan, profit sharing plan, money purchase pension plan, savings or thrift plan, stock bonus plan, employee stock ownership plan, Multi-Employer
Plan, or any plan, fund, program, arrangement or practice providing for medical (including post-retirement medical), hospitalization, accident, sickness, disability, or life insurance benefits; and 
  

 8 








 (c) Other Employee Fringe Benefits - any stock purchase, vacation,
scholarship, day care, prepaid legal services, severance pay or other fringe benefit plan, program, arrangement, contract or practice. 
  
 “Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from
time to time. 
  
 “Requirement of Law” for
any Person shall mean the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other governmental
authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 
  
 “Reuters Screen” shall mean, when used in connection with any designated page and LIBOR, the display page so designated on the
Reuters Monitor Money Rates Service (or such other page as may replace that page on that service for the purpose of displaying rates comparable to LIBOR). 
  
 “Revolving Loans” shall mean, collectively, the revolving credit loans made to Borrower by the Lender pursuant to
Section 2.1 hereof, and the Swingline Loans made to Borrower by the Lender pursuant to Section 2.6, hereof. 
  
 “Revolving Loan Commitment” shall mean the amount of $75,000,000 as the same may be decreased from time to time as a result of any
reduction thereof pursuant to Section 2.5 hereof, or any amendment thereof pursuant to Section 11.2 hereof. The LC Commitment and the Swingline Commitment shall be deemed to be sublimits under this Revolving Loan
Commitment. 
  
 “Shareholders’ Equity”
shall mean, with respect to any Person as at any date of determination, the shareholders’ equity of such Person, determined on a consolidated basis in conformity with GAAP. 
  
 “Statement Date” shall mean the last day of the fiscal quarter of Borrower to which the quarterly
financial statements relate as delivered from time to time by the Borrower under Section 7.7(b) hereof. 
  
 “Subordinated Debt” shall mean all present and future Indebtedness of Borrower and its Subsidiaries to any Person other than to
the Lender under this Agreement, and which Indebtedness is subordinated to all Obligations due the Lender under this Agreement on terms and conditions satisfactory in all respects to the Lender including without limitation, with respect to interest
rates, payment terms, maturities, amortization schedules, covenants, defaults, remedies, collateral and subordination provisions, as evidenced by the written approval of the Lender, including, if required by the Lender, a separate subordination
agreement from the holder of said Debt to the Lender. 
  
 “Subsidiary” shall mean, with respect to any Person, any corporation or other entity (including, without limitation, partnerships, joint ventures, and associations) regardless of its jurisdiction of organization or
formation, at least a majority of the combined voting power of all classes of voting stock or other ownership interests of which shall, at the time as of which any determination is being made, be owned by such Person, either directly or indirectly
through one or more other Subsidiaries. 
  
 “SunTrust
Term Loan” shall mean that certain term loan currently outstanding from the Lender to the Borrower in the face amount of $90,000,000. 
  
 “Swingline Advance” shall mean an advance made by the Swingline Lender to the Borrower under the Swingline Loan. 
  
 “Swingline Commitment” shall mean the commitment of
the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding not to exceed the smaller of (a) $15,000,000, or (b) the difference at any time between (i) the total Revolving Loan Commitment, and (ii) (y) the
total amount outstanding at that time of all Revolving Loans, and (z) the total LC Exposure. 
  

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 “Swingline Lender” shall mean SunTrust Bank, or any other lender that may agree
to make Swingline Loans hereunder. 
  
 “Swingline
Loan” shall mean a loan made to the Borrower by the Swingline Lender under the Swingline Commitment. The Swingline Loan shall be a “sublimit” for the total Revolving Loan Commitment, and shall be evidenced by the Note.

  
 “Swingline Rate” shall mean the Base
Rate. 
  
 “Tangible Assets” shall mean all
assets of the Consolidated Companies, all as determined in accordance with GAAP, but excluding Intangible Assets. 
  
 “Tangible Net Worth” shall mean the excess of (a) Tangible Assets over (b) Total Liabilities. 
  
 “Taxes” shall mean any present or future taxes,
levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever nature, including without limitation, income, receipts, excise, property, sales, transfer, license, payroll, withholding, social security and franchise
taxes now or hereafter imposed or levied by the United States, or any state, local or foreign government or by any department, agency or other political subdivision or taxing authority thereof or therein and all interest, penalties, additions to tax
and similar liabilities with respect thereto. 
  
 “Telerate” shall mean, when used in connection with any designated page and the “Certificate of Deposit Rate” or “LIBOR,” the display page so designated on the Dow Jones Telerate Service (or such
other page as may replace that page on that service for the purpose of displaying rates comparable to the “Certificate of Deposit Rate” or “LIBOR”). 
  
 “Total Liabilities” or “Liabilities” shall mean all liabilities and
obligations of the Consolidated Companies, all as determined in accordance with GAAP, and shall include Funded Debt and current liabilities. 
  
 “Type” of Borrowing shall mean a Borrowing consisting of Base Rate Advances or Eurodollar Advances. 
  
 “Upfront Fee” shall mean the amount of $75,000.

  
 “Wholly Owned Subsidiary” shall mean
any Subsidiary, all the stock or ownership interest of every class of which, except directors’ qualifying shares, shall, at the time as of which any determination is being made, be owned by Borrower either directly or indirectly. 
  
 Section 1.2 Accounting Terms and Determination. Unless
otherwise defined or specified herein, all accounting terms shall be construed herein, all accounting determinations hereunder shall be made, all financial statements required to be delivered hereunder shall be prepared, and all financial records
shall be maintained in accordance with, GAAP. 
  
 Section 1.3
Other Definitional Terms. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Article, Section, Schedule, Exhibit and like references are to this Agreement unless otherwise specified. 
  
 Section 1.4 Exhibits and Schedules. All Exhibits and Schedules attached hereto are by reference made a part hereof. 
  

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 ARTICLE II 
  

REVOLVING LOANS 
  
 Section 2.1 Commitment: Use of Proceeds. 
  
 (a) Subject to and upon the terms and conditions herein set forth, the Lender agrees to make to Borrower from time to time on and after
the Closing Date, but prior to the Maturity Date, Revolving Loans in an aggregate amount outstanding at any time not to exceed the Lender’s Revolving Loan Commitment. Borrower shall be entitled to borrow, repay and reborrow Revolving Loans in
accordance with the provisions hereof. 
  
 (b)
Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances. The aggregate principal amount of each
Borrowing of Revolving Loans shall in the case of Eurodollar Advances be not less than $5,000,000 or a greater integral multiple of $1,000,000, and in the case of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of
$100,000, or in such lesser Loan amounts as shall then equal the unused amount of the Revolving Loan Commitment. At no time shall the number of Borrowings made as Eurodollar Advances then outstanding under this Article II exceed eight; provided
that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from continuations, all Borrowings of Base Rate Advances under the Revolving Loan shall be considered as one Borrowing and all
Borrowings under the Swingline Facility shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans of the Lender as a group shall not exceed the Revolving Loan Commitment, and (ii)
Lender shall not be obligated to make Revolving Loans in excess of its Revolving Loan Commitment. 
  
 (c) The proceeds of the Revolving Loans shall be used solely for the following purposes: 
  
 (i) To finance Permitted Acquisitions as described herein;

  
 (ii) For working capital and for other
general corporate purposes, including capital expenditures of the Consolidated Companies; 
  
 (iii) To refinance and pay off in full any Funded Debt in existence as of Closing Date; 
  
 (iv) To pay all transaction fees and expenses incurred in
connection with this facility including Closing Fees and costs and expenses, including attorneys’ fees, of the Lender, and, with the consent of the Lender, costs and expenses, including attorneys’ fees, of the Borrower; and 
  
 (v) To pay other fees to the Lender or Lender from time to
time under this Agreement including Availability Fees. 
  
 Section 2.2 Notes; Repayment of Principal. 
  
 (a) Borrower’s obligations to pay the principal of, and interest on, the Revolving Loans to the Lender shall be evidenced by the records of the Lender and by the Note payable to the Lender completed in conformity
with this Agreement. 
  
 (b) All outstanding
principal amounts under the Revolving Loans shall be due and payable in full on the Maturity Date. 
  

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 Section 2.3 Payment of Interest. 
  
 (a) Borrower agrees to pay interest in respect of all unpaid
principal amounts of the Revolving Loans from the respective dates such principal amounts were advanced to maturity (whether by acceleration, notice of prepayment or otherwise) at rates per annum (computed on the basis of a 365 day year for the
actual number of days elapsed) equal to the applicable rates indicated below: 
  
 (i) For Base Rate Advances - The Base Advance Rate in effect from time to time; and 
  
 (ii) For Eurodollar Advances - The relevant LIBOR Advance Rate. 
  
 (b) Interest on each Loan shall accrue from and including the date of such Loan to but excluding the date of
any repayment thereof; provided that, if a Loan is repaid on the same day made, one day’s interest shall be paid on such Loan. Interest on all outstanding Base Rate Advances shall be payable quarterly in arrears on the last
calendar day of each fiscal quarter of Borrower in each year. Interest on all outstanding Eurodollar Advances shall be payable on the last day of each Interest Period applicable thereto provided, however, if the Interest Period
is longer than three (3) months, then the interest will be paid on the last day of each three (3) month period prior to the expiration of the applicable Interest Period. Interest on all Loans shall be payable on any conversion of any Advances
comprising such Loans into Advances of another type and, on the Maturity Date. 
  
 Section 2.4 This Section Is Not Applicable. 
  
 Section 2.5 Reduction of Revolving Loan Commitments. 
  
 (a) The Borrower prior to the Maturity Date shall have the right in the manner set forth below to reduce (but not increase) the Revolving
Loan Commitment. 
  
 (b) The Borrower, if it
desires to reduce the Revolving Loan Commitment, must (i) give thirty (30) Business Day’s notice to the Lender setting forth the amount which the Borrower desires to have as the Revolving Loan Commitment, which said amount may not be less than
the principal amount then outstanding on the Revolving Loans, and (ii) pay to the Lender within said thirty (30) day period any Availability Fee due at the time of said reduction on that portion of the Revolving Loan Commitment which is being so
reduced. Said reduction shall be effective at the end of said thirty Business Day period and upon the payment of said Availability Fee. 
  
 (c) Any reduction must be in the minimum amount of $1,000,000 or a greater integral multiple of $500,000. 
  
 Section 2.6 Swingline Commitment. Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower, from time to time from the Closing Date to the Maturity Date, in an aggregate principal amount outstanding at any time not to exceed the Swingline
Commitment; provided, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, repay and reborrow Swingline Loans in accordance with the terms and
conditions of this Agreement. 
  

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 Section 2.7 Procedure for Swingline Advance; Etc. 
  
 (a) The Borrower may obtain Swingline Advances as follows:

  
 (i) The Borrower shall give the Swingline
Lender written notice (or telephonic notice promptly confirmed in writing) of each Swingline Advance (“Notice of Swingline Borrowing”) prior to 10:00 a.m. (local time for the Swingline Lender) on the requested date of each
Swingline Advance. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (x) the principal amount of such Swingline Advance, (y) the date of such Swingline Advance (which shall be a Business Day) and (z) the account of the
Borrower to which the proceeds of such Swingline Advance should be credited. Each Swingline Loan shall have an Interest Period (subject to the definition thereof) as agreed between the Borrower and the Swingline Lender. The aggregate principal
amount of each Swingline Loan shall be not less than $50,000 or a larger multiple of $100,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan
available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. (local time for the Swingline Lender) on the requested date of such
Swingline Loan; or 
  
 (ii) If a Business Sweep
Services Agreement has been entered into with the Borrower, the Borrower may obtain Swingline Advances from time to time in accordance with said Business Sweep Services Agreement. 
  
 Section 2.8 Swingline Notes; Repayment of Principal and Interest. 
  
 (a) Borrower’s obligations to pay the principal of, and
interest on, the Swingline Loans to the Swingline Lender shall be evidenced by the records of the Swingline Lender and by the Note completed in conformity with this Agreement. 
  
 (b) Interest at the Swingline Rate on all Swingline Loans shall be payable monthly in arrears on the last
day of each and every month. 
  
 (c) All
outstanding principal amounts under the Swingline Loans together with all accrued and unpaid interest shall be due and payable in full on the Maturity Date. 
  
 (d) Payments on the Swingline Note shall be further made in accordance with the terms of the Business Sweep Services Agreement, if
applicable. 
  
 Section 2.9 Letters of Credit.

  
 (a) During the term of this Agreement and
provided no Event of Default has occurred and is continuing, the Lender pursuant to this Section, agrees to issue, at the request of a Credit Party, Letters of Credit for the account of the Credit Party on the terms and conditions hereinafter set
forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Standby Letter of Credit or the date 210 days after the issuance of such Trade Letter of Credit (or
in the case of any renewal or extension thereof, one year or 210 days, respectively, after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Maturity Date; (ii) each Letter of Credit shall be in a stated amount
of at least $10,000.00; and (iii) a Credit Party may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment, or (B) the aggregate LC Exposure, plus
the aggregate outstanding Revolving Loans and the aggregate outstanding Swingline Loans, would exceed the total Revolving Loan Commitment. 
  
 (b) To request the issuance of a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), a Credit
Party shall give the Lender irrevocable written notice at least three (3) Business Days prior to the requested date of such issuance 

  

 13 








 
specifying the date (which shall be a Business Day) such Letter of Credit is to be issued (or amended, extended or renewed, as the case may be), the
expiration date of such Letter of Credit, the amount of such Letter of Credit , the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition to
the satisfaction of the conditions in Article IV, the issuance of such Letter of Credit (or any amendment which increases the amount of such Letter of Credit) will be subject to the further conditions that such Letter of Credit shall
be in such form and contain such terms as the Lender shall approve, and that the Credit Party shall have executed and delivered any additional applications, agreements and instruments relating to such Letter of Credit as the Lender shall reasonably
require; provided, that in the event of any conflict between such applications, agreements or instruments and this Agreement, the terms of this Agreement shall control. 
  
 (c) Each Letter of Credit shall be subject to the Uniform Customs and Practices for Documentary Credits
(1993 Revision), International Chamber of Commerce Publication No. 500, as the same may be amended from time to time, and, to the extent not inconsistent therewith, the governing law of this Agreement set forth in Section 11.7;
provided, however, if agreed to by the Lender and the Borrower, a Letter of Credit and performance under Letters of Credit by the Lender, its correspondents, and the beneficiaries thereof will be governed by the rules of
the “International Standby Practices 1998” (ISP98) (or such later revision as may be published by the Institute of International Banking Law & Practice on any date any Letter of Credit may be issued) and to the extent not inconsistent
therewith, the governing law of this Agreement set forth in Section 11.7. Unless the Lender and the Borrower otherwise agree, the “International Standby Practices 1998” shall be applicable to the Standby Letters of Credit and
the Uniform Customs and Practices for Documentary Credits shall be applicable to Trade Letter of Credit. 
  
 ARTICLE III 
  
 This Article is not applicable 
  
 ARTICLE IV

  
 GENERAL LOAN TERMS 
  
 Section 4.1 Funding Notices. 
  
 (a) Whenever Borrower desires to make a Borrowing, it shall
give the Lender prior written notice (or telephonic notice promptly confirmed in writing) of such Borrowing (a “Notice of Borrowing”), such Notice of Borrowing to be given prior to 11:00 A.M. (local time for the Lender) at
its Lending Office (i) one (1) Business Day prior to the requested date of such Borrowing in the case of Base Rate Advances, and (ii) two (2) Business Days prior to the requested date of such Borrowing in the case of Eurodollar Advances. Notices
received after 11:00 A.M. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify the aggregate principal amount of the Borrowing, the date of Borrowing (which shall be a Business Day), and
whether the Borrowing is to consist of Base Rate Advances or Eurodollar Advances and (in the case of Eurodollar Advances) the Interest Period to be applicable thereto. 
  
 (b) Whenever Borrower desires to convert one or more Borrowings of one Type into one or more Borrowings of
another Type, or to continue outstanding a Borrowing consisting of Eurodollar Advances for a new Interest Period, it shall give Lender prior written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing to be converted
or continued, such Notice of Conversion/Continuation to be given prior to 11:00 A.M. (local time for the Lender) at its Lending Office (i) one (1) Business Day prior to the requested date of such Borrowing in the case of the continuation into a Base
Rate Advance, and (ii) two (2) Business Days prior to the requested date of such Borrowing in the case of a continuation of or conversion into Eurodollar Advances. Notices received after 11:00 A.M. shall be deemed received on the next 

  

 14 








 
Business Day. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Borrowing to be
converted or continued, the date of such conversion or continuation (which shall be a Business Day), whether the Borrowing is being converted into or continued as Eurodollar Advances and (in the case of Eurodollar Advances) the Interest Period
applicable thereto. If, upon the expiration of any Interest Period in respect of any Borrowing, Borrower shall have failed to deliver the Notice of Conversion/Continuation, Borrower shall be deemed to have elected to continue such Borrowing as a
Eurodollar Advance for the same interest Period then applicable to said Borrowing. No conversion of any Borrowing of Eurodollar Advances shall be permitted except on the last day of the Interest Period in respect thereof. 
  
 (c) Without in any way limiting Borrower’s obligation
to confirm in writing any telephonic notice, the Lender may act without liability upon the basis of telephonic notice believed by the Lender in good faith to be from Borrower prior to receipt of written confirmation. In each such case, Borrower
hereby waives the right to dispute the Lender’s record of the terms of such telephonic notice. 
  
 Section 4.2 Disbursement of Funds. The Lender will make available the amount of such Borrowing in immediately available funds at the Lending
Office of the Lender by crediting such amounts to Borrower’s demand deposit account maintained with the Lender by the close of business on such Business Day. 
  
 Section 4.3 Interest; Default, Payment and Determination. Overdue principal and, to the extent not prohibited
by applicable law, overdue interest, in respect of the Revolving Loans, and all other overdue amounts owing hereunder, shall bear interest from each date that such amounts are overdue, at the higher of the following rates: 
  
 (a) Base Advance Rate plus an additional two percent (2.0%)
per annum; or 
  
 (b) The interest rate otherwise
applicable to said amount plus an additional two percent (2.0%) per annum. 
  
 Section 4.4 Interest Periods. In connection with the making or continuation of, or conversion into, each Eurodollar Advance, Borrower shall select an Interest Period to be applicable to such Eurodollar
Advance, which Interest Period shall be a 1, 2 or 3 month period; provided that: 
  
 (a) The initial Interest Period for any Borrowing of Eurodollar Advances shall commence on the date of such Borrowing and each Interest
Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; 
  
 (b) If any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; 
  
 (c) Any Interest
Period in respect of Eurodollar Advances which begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall, subject to part (iv) below, expire on the last Business Day of such
calendar month; and 
  
 (d) No Interest Period
shall extend beyond the Maturity Date. 
  
 Section 4.5
Fees. 
  
 (a) Borrower shall pay to
the Lender the Availability Fee for the period commencing on the Closing Date to and including the Maturity Date, such Fee being payable (i) quarterly in arrears on the last calendar day of each fiscal quarter of Borrower and on the Maturity 

  

 15 








 
Date, and (ii) at the time of any reduction in the Revolving Loan Commitment under Section 2.5 hereof on the amount of said reduction.

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

 
 Section 4.6 Voluntary Prepayments of Borrowings. 

 
 (a) Borrower may, at its option, prepay Borrowings
consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued and
unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower’s option, in whole, or from time to time in part, in aggregating $5,000,000 or any greater integral multiple of $1,000,000,
by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment, provided however, prepayment of Eurodollar Advances may only be made on the last day of an Interest
Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 4.6(c) below. 
  
 (b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Lender of any intended prepayment of the
Revolving Loans (i) not less than one (1) Business Day prior to any prepayment of Base Rate Advances, and (ii) not less than three (3) Business Days prior to any prepayment of Eurodollar Advances. Such notice, once given, shall be irrevocable.

  
 (c) Borrower, when providing notice of
prepayment pursuant to Section 4.6(b) shall designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a
single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances, and (ii) each prepayment made
pursuant to a single Borrowing shall be applied pro rata among the Loans comprising such Borrowing. 
  
 (d) In regard to any Revolving Loan, nothing contained herein shall preclude the Borrower from prepaying said Loan and thereafter and
prior to the Maturity Date from obtaining any additional or future Advances as a Revolving Loan under Section 2.1 above up to the Revolving Loan Commitment. 
  
 Section 4.7 Payments, etc. Except as otherwise specifically provided herein, all payments under this Agreement
and the other Credit Documents, other than the payments specified in clause (b) below, shall be made without notice, defense, set-off or counterclaim to the Lender, not later than 11:00 A.M. (local time for the Lender) on the date when due and shall
be made in Dollars in immediately available funds to the Lender at the Lender’s Lending Office. 
  
 (a) (i) All such payments shall be made free and clear of and without deduction or withholding for any Taxes in respect of this Agreement,
the Notes or other Credit Documents, or any payments of principal, interest, fees or other amounts payable hereunder or thereunder (but excluding any Taxes imposed on the overall net income of the Lender pursuant to the laws of any jurisdiction). If
any Taxes are so levied or imposed, Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net 

  

 16 








 
payment of all amounts due hereunder and under the Notes and other Credit Documents, after withholding or deduction for or on account of any such Taxes
(including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or withholding been required, (B) to make such withholding or deduction, and (C) to pay the
full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Lender within thirty days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts
evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Lender and reimburse the Lender upon written request for the amount of any such Taxes (exclusive of any taxes imposed on the overall net income of the Lender) so
levied or imposed and paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such
payment by the Lender, absent manifest error, shall be final, conclusive and binding for all purposes. 
  
 (b) Subject to Section 4.4(b), whenever any payment to be made hereunder or under any Note shall be stated to be due on a
day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension. 
  
 (c) All computations of interest and fees shall be made on
the basis of a year of 365 days for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent computed on the basis of days elapsed).

  
 Section 4.8 LIBOR Rate Not Ascertainable, Etc.
In the event that the Lender shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining LIBOR for any Interest Period,
by reason of any changes arising after the date of this Agreement affecting the London interbank market or the Lender’s position in such markets, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis
provided for in the definition of LIBOR then, and in any such event, the Lender shall forthwith give notice (by telephone confirmed in writing) to Borrower and to the Lender of such determination and a summary of the basis for such determination.
Until the Lender notifies Borrower that the circumstances giving rise to the suspension described herein no longer exist (which Lender agrees to give as soon as conditions warrant), the obligations of the Lender to make or permit portions of the
Revolving Loans to remain outstanding past the last day of the then current Interest Periods as Eurodollar Advances, shall be suspended, and such affected Advances shall bear the same interest as Base Rate Advances. 
  
 Section 4.9 Illegality. 
  
 (a) In the event that the Lender shall have determined
(which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) at anytime that the making or continuance of any Eurodollar Advance has become unlawful by compliance by the Lender
in good faith with any applicable law, governmental rule, regulation, guideline or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), then, in any such event, the Lender shall give prompt
notice (by telephone confirmed in writing) to Borrower of such determination and a summary of the basis for such determination. 
  
 (b) Upon the giving of the notice to Borrower referred to in subsection (a) above, (i) Borrower’s right to request and the
Lender’s obligation to make Eurodollar Advances, shall be immediately suspended, and the Lender shall make an Advance as part of the requested Borrowing of Eurodollar Advances as a Base Rate Advance, which Base Rate Advance shall, for all other
purposes, be considered part of such Borrowing, and (ii) if the affected Eurodollar Advance or Advances are then outstanding, Borrower shall immediately, or if permitted by applicable law, no later than the date permitted thereby, upon at least one
Business Day’s written notice to the Lender, convert each such Advance into an Advance or Advances of a different Type with an 

  

 17 








 
Interest Period ending on the date on which the Interest Period applicable to the affected Eurodollar Advances expires. 
  
 Section 4.10 Increased Costs. 
  
 (a) If, by reason of after the date hereof, (x) the
introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation, or (y) the compliance with any guideline or request from any
central bank or other governmental authority or quasi governmental authority exercising control over banks or financial institutions generally (whether or not having the force of law): 
  
 (i) the Lender (or its applicable Lending Office) shall be subject to any tax, duty or other charge with
respect to its Eurodollar Advances or its obligation to make Eurodollar Advances, or the basis of taxation of payments to the Lender of the principal of or interest on its Eurodollar Advances or its obligation to make Eurodollar Advances shall have
changed (except for changes in the tax on the net income or profits of the Lender or its applicable Lending Office imposed by any jurisdiction); or 
  
 (ii) any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or
similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender’s applicable Lending Office shall be imposed or deemed applicable or any other condition affecting its Eurodollar Advances or its
obligation to make Eurodollar Advances shall be imposed on the Lender or its applicable Lending Office or the London interbank market or the United States secondary certificate of deposit market; 
  
 and as a result thereof there shall be any increase in the cost to the
Lender of agreeing to make or making, funding or maintaining Eurodollar Advances (except to the extent already included in the determination of the applicable LIBOR Advance Rate for Eurodollar Advances), or there shall be a reduction in the amount
received or receivable by the Lender or its applicable Lending Office, then Borrower shall from time to time (subject, in the case of certain Taxes, to the applicable provisions of Section 4.7(b)), upon written notice from and demand
by the Lender on Borrower pay to the Lender within five Business Days after the date of such notice and demand, additional amounts sufficient to indemnify the Lender against such increased cost. A certificate as to the amount of such increased cost,
submitted to Borrower and the Lender by the Lender in good faith and accompanied by a statement prepared by the Lender describing in reasonable detail the basis for and calculation of such increased cost, shall, except for manifest error, be final,
conclusive and binding for all purposes. 
  
 (b)
If the Lender, because of the circumstances described in clauses (x) or (y) in Section 4.10(a) or any other circumstances beyond the Lender’s reasonable control arising after the date of this Agreement affecting the Lender or the
London interbank market or the Lender’s position in such markets, the LIBOR Advance Rate, as determined by the Lender, will not adequately and fairly reflect the cost to the Lender of funding its Eurodollar Advances, then, and in any such
event: 
  
 (i) The Lender shall forthwith give
notice (by telephone confirmed in writing) to Borrower; 
  
 (ii) Borrower’s right to request and the Lender’s obligation to make or permit portions of the Loans to remain outstanding past the last day of the then current Interest Periods as Eurodollar Advances, shall
be immediately suspended; and 
  

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 (iii) The Lender shall make a Loan as part of any requested Borrowing of Eurodollar
Advances, as a Base Rate Advance, which such Base Rate Advance shall, for all other purposes, be considered part of such Borrowing. 
  
 Section 4.11 Payments on SunTrust Term Loan From Sale of Assets. Borrower shall be required to make mandatory principal payments on the
SunTrust Term Loan from (a) 100% of the net proceeds received by the Borrower and any of its Subsidiaries from any sale or other disposition of any Assets (including any Book of Business Sales), but only to the extent in excess of the aggregate
amount of $10,000,000 and (b) 100% of the net proceeds of any equity offering or debt issuance from which cash proceeds are raised by the Borrower (thus, for example, any equity or debt which may be issued by the Borrower in connection with any
Permitted Acquisition, would not be applicable under this Section if no cash proceeds were raised by the Borrower). 
  
 Section 4.12 Funding Losses. Borrower shall compensate the Lender, upon its written request to Borrower (which request shall set forth the
basis for requesting such amounts in reasonable detail and which request shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all of the parties hereto), for all losses, expenses and liabilities
(including, without limitation, any interest paid by the Lender to lenders of funds borrowed by it to make or carry its Eurodollar Advances, in either case to the extent not recovered by the Lender in connection with the reemployment of such funds
and including loss of anticipated profits), which the Lender may sustain: (a) if for any reason (other than a default by the Lender) a borrowing of, or conversion to or continuation of, Eurodollar Advances to Borrower does not occur on the date
specified therefor in a Notice of Borrowing or Notice of Conversion (whether or not withdrawn); (b) if any repayment (including mandatory prepayments and any conversions pursuant to Section 4.9(b)) of any Eurodollar Advances to
Borrower occurs on a date which is not the last day of an Interest Period applicable thereto; or (c), if, for any reason, Borrower defaults in its obligation to repay its Eurodollar Advances when required by the terms of this Agreement. 

 
 Section 4.13 Assumptions Concerning Funding of Eurodollar
Advances. Calculation of all amounts payable to a Lender under this Article IV shall be made as though that Lender had actually funded its relevant Eurodollar Advances through the purchase of deposits in the relevant market
bearing interest at the rate applicable to such Eurodollar Advances in an amount equal to the amount of the Eurodollar Advances and having a maturity comparable to the relevant Interest Period and, in the case of Eurodollar Advances, through the
transfer of such Eurodollar Advances from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that the Lender may fund each of its Eurodollar Advances
in any manner it sees fit and the foregoing assumption shall be used only for calculation of amounts payable under this Article IV. 
  
 Section 4.14 This Section is not applicable. 
  
 Section 4.15 This Section is not applicable. 
  
 Section 4.16 Capital Adequacy. Without limiting any other provision of this Agreement, in the event that the Lender shall have determined
that the adoption of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy not currently in effect or fully applicable as of the Closing Date, or any change therein or in the
interpretation or application thereof after the Closing Date, or compliance by the Lender with any request or directive regarding capital adequacy not currently in effect or fully applicable as of the Closing Date (whether or not having the force of
law and whether or not failure to comply therewith would be unlawful) from a central bank or governmental authority or body having jurisdiction, does or shall have the effect of reducing the rate of return on the Lender’s capital as a
consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such law, treaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration the Lender’s policies
with respect to capital adequacy by an amount deemed by the Lender to be material, then within ten Business Days after written notice and demand by the Lender (with copies thereof to the Lender), Borrower shall from time to time pay to the Lender
additional amounts sufficient to compensate the Lender for such reduction (but, in the case of outstanding Base Rate Advances, without duplication of any amounts already recovered by the Lender by reason of an adjustment in the applicable Base
Rate). Each certificate as to the amount payable under this Section 4.16 (which certificate shall set forth the basis for requesting such amounts in reasonable detail), submitted to Borrower by the Lender in good faith, shall, absent
manifest error, be final, conclusive and binding for all purposes. 
  

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 Section 4.17 Benefits to Guarantors. In consideration for the execution and delivery by the
Guarantors of their respective Guaranty Agreement, Borrower agrees to make the benefit of extensions of credit hereunder available to the Guarantors. 
  
 Section 4.18 Limitation on Certain Payment Obligations. 
  
 (a) The Lender shall make written demand on Borrower for indemnification or compensation pursuant to
Section 4.7 no later than ninety (90) days after the earlier of (i) the date on which the Lender makes payment of such Taxes, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand
upon the Lender for payment of such Taxes. 
  
 (b) The Lender shall make written demand on Borrower for indemnification or compensation pursuant to Sections 4.12 and 4.13 no later than ninety (90) days after the event giving rise to the claim for
indemnification or compensation occurs. 
  
 (c)
The Lender shall make written demand on Borrower for indemnification or compensation pursuant to Sections 4.10 and 4.16 no later than ninety (90) days after the Lender or Lender receives actual notice or obtains actual
knowledge of the promulgation of a law, rule, order or interpretation or occurrence of another event giving rise to a claim pursuant to such sections. 
  
 (d) In the event that the Lender fails to give Borrower notice within the time limitations prescribed in (a) or (b) above, Borrower shall
not have any obligation to pay such claim for compensation or indemnification. In the event that the Lender fail to give Borrower notice within the time limitation prescribed in (c) above, Borrower shall not have any obligation to pay any amount
with respect to claims accruing prior to the ninetieth day preceding such written demand. 
  
 Section 4.19 Change from One Type of Borrowing to Another. Subject to the limitations set forth in this Agreement, the Borrower shall have the right from time to time to change from one Type of Borrowing
to another by giving appropriate Notice of Conversion/Continuation in the manner set forth in Section 4.1. 
  
 ARTICLE V 
  
 CONDITIONS TO BORROWINGS 
  
 The obligations of the Lender to make Advances to Borrower hereunder and to accept a conversation of one Type of Loan into another is subject to the satisfaction of the following conditions: 
  
 Section 5.1 Conditions Precedent to Initial Loans. At the time
of the making of the initial Loans hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to the initial Loans (including, without limitation, Borrower’s obligations to reimburse the reasonable fees and expenses of
counsel to the Lender and any Closing Fees and expenses payable to the Lender as previously agreed with Borrower), shall have been paid in full, and the Lender shall have received the following, in form and substance reasonably satisfactory in all
respects to the Lender: 
  
 (a) The duly executed
counterparts of this Agreement; 
  
 (b) The duly
executed Note evidencing the Revolving Loan Commitment; 
  
 (c) The duly executed Note evidencing the Swingline Commitment; 
  
 (d) The duly executed Guaranty Agreement; 
  
 (e) The duly executed Contribution Agreement; 
  

 20 








 (f) Duly executed Certificate of Borrower in substantially the form which is reasonable
acceptable to the Lender and appropriately completed; 
  
 (g) Duly executed Certificates of the Secretary or Assistant Secretary of each of the Credit Parties attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the
execution, delivery and performance of the Credit Documents; 
  
 (h) Duly executed Certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit
Documents, and (ii) the bylaws or comparable governing documents of such entities; 
  
 (i) Certified copies of the certificate or articles of incorporation of each Credit Party certified by the Secretary of State or the
Secretary or Assistant Secretary of such Credit Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party; 

 
 (j) Copies of all documents and instruments, including
all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the
Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; 
  
 (k) Certified copies of the Intercompany Credit Documents,
to the extent that they exist; 
  
 (l) Certified
copies of indentures, credit agreements, leases, capital leases, instruments, and other documents evidencing or securing Indebtedness of any Consolidated Company described on Schedule 8.1(b), other than with respect to any such
Indebtedness outstanding with the Lender, in any single case greater than $100,000; 
  
 (m) Certificates, reports and other information as the Lender may reasonably request from any Consolidated Company in order to satisfy the
Lender as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, and other compensation and employee
benefit plans; 
  
 (n) Certificates, reports,
environmental audits and investigations, and other information as the Lender may reasonably request from any Consolidated Company in order to satisfy the Lender as to the absence of any material liabilities or obligations arising from environmental
and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto; 
  

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

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

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 (q) The duly executed favorable opinion of in-house legal counsel to the Credit Parties,
substantially in the form reasonably acceptable to Lender addressed to the Lender and each of the Lender; 
  
 (r) Financial Statements of the Borrower, audited on a consolidated basis for the fiscal years ended on December 31, 2000, 2001 and 2002;
and 
  
 (s) Financial Statements of the Borrower,
internally prepared and unaudited, on a consolidated basis for the six (6) month period ending June 30, 2003. 
  
 In addition to the foregoing, the following conditions shall have been satisfied or shall exist, all to the reasonable satisfaction of the Lender, as of the time the initial Loans are made hereunder: 
  
 (t) The Loans to be made on the Closing Date and the use of
proceeds thereof shall not contravene, violate or conflict with, or involve the Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority; 
  
 (u) All corporate proceedings and all other legal matters in
connection with the authorization, legality, validity and enforceability of the Credit Documents shall be reasonably satisfactory in form and substance to the Lender; and 
  
 (v) The status of all pending and threatened litigation (including products liability and patent claims)
which might result in a Materially Adverse Effect, including a description of any damages sought and the claims constituting the basis therefor, shall have been reported in writing to the Lender, and the Lender shall be satisfied with such status.

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

  
 (a) There shall then exist no Default or
Event of Default; 
  
 (b) All representations and
warranties by Borrower contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Loans (except to the extent that such
representations and warranties expressly relate to an earlier date or are affected by transactions permitted under this Agreement); 
  
 (c) Since the date of the most recent financial statements of the Borrower described in Section 6.3 hereof, there shall have
been no change which has had or could reasonably be expected to have a Materially Adverse Effect; 
  
 (d) There shall be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of
Borrower, threatened (i) which reasonably could be expected to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party’s ownership or operation of any portion of its business or assets, or to compel
one or more Credit Party to dispose of or hold separate all or any portion of its businesses or assets, where said action if successful would have a Materially Adverse Effect; 
  
 (e) The Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or
involve the Lender or the Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and 
  

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 (f) The Lender shall have received such other documents or legal opinions as the Lender
may reasonably request, all in form and substance reasonably satisfactory to the Lender. 
  
 Section 5.3 Certification For Each Borrowing. Each Notice of Borrowing, Notice of Conversion/Continuation, or any other request for a Borrowing, and the acceptance by Borrower of the proceeds thereof
shall constitute a representation and warranty by Borrower, as of the date of said Notice, draw request or acceptance, as the case may be, that the applicable conditions specified in Sections 5.1 and 5.2 have been
satisfied or are true and correct, as the case may be. 
  
 ARTICLE VI 
  
 REPRESENTATIONS AND WARRANTIES

  
 Borrower represents, warrants and covenants to Lender
that: 
  
 Section 6.1 Organization and
Qualification. Borrower is a corporation duly organized and existing in good standing under the laws of the State of Florida. Each Subsidiary of Borrower is a corporation duly organized and existing under the laws of the jurisdiction of its
incorporation. Borrower and each of its Subsidiaries are duly qualified to do business as a foreign corporation and are in good standing in each jurisdiction in which the character of their properties or the nature of their business makes such
qualification necessary, except for such jurisdictions in which a failure to qualify to do business would not have a Materially Adverse Effect. Borrower and each of its Subsidiaries have the corporate power to own their respective properties and to
carry on their respective businesses as now being conducted. The jurisdiction of incorporation or organization, and the ownership of all issued and outstanding capital stock, for Borrower and each Subsidiary as of the date of this Agreement is
accurately described on Schedule 6.1. 
  
 Section
6.2 Corporate Authority. The execution and delivery by the Credit Parties of and the performance by Credit Parties of their obligations under the Credit Documents have been duly authorized by all requisite corporate action and all
requisite shareholder action, if any, on the part of Credit Parties and do not and will not (a) violate any provision of any law, rule or regulation, any judgment, order or ruling of any court or governmental agency, the organizational papers or
bylaws of Credit Parties, or any indenture, agreement or other instrument to which Credit Parties are a party or by which Credit Parties or any of their properties is bound, or (b) be in conflict with, result in a breach of, or constitute with
notice or lapse of time or both a default under any such indenture, agreement or other instrument. 
  
 Section 6.3 Borrower Financial Statements. Borrower has furnished Lender with the following financial statement, identified by the Treasurer
or Chief Financial Officer of Borrower: consolidated balance sheets and consolidated statements of income, stockholders’ equity and cash flow as of and for the fiscal years ended on the last day in December, 2000, 2001 and 2002 certified by
Arthur Andersen, LLP or Deloitte & Touche, LLP, as applicable, and the six (6) month unaudited consolidated balance sheets and consolidated statements of income, stockholder equity and cash flow as and for the six (6) months ended on June 30,
2003. Such financial statements (including any related schedules and notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year end adjustments), have been prepared in
accordance with GAAP consistently applied throughout the period or periods in question and show, in the case of audited statements, all liabilities, direct or contingent, of Borrower and its Subsidiaries, required to be shown in accordance with GAAP
consistently applied throughout the period or periods in question and fairly present the consolidated financial position and the consolidated results of operations of Borrower and its Subsidiaries for the periods indicated therein. There has been no
material adverse change in the business, condition or operations, financial or otherwise, of Borrower and its Subsidiaries since June 30, 2003. 
  
 Section 6.4 Tax Returns. Except as set forth on Schedule 6.4 hereto, each of Borrower and its Subsidiaries has filed all
federal, state and other income tax returns which, to the best knowledge of Borrower and its Subsidiaries, are required to have been filed, and each has paid all taxes as shown on said returns and on all assessments received by it to the extent that
such taxes have become due or except such as are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP. 
  

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 Section 6.5 Actions Pending. Except as disclosed on Schedule 6.5 hereto,
there is no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened against or affecting Borrower or any of its Subsidiaries or any of their properties or rights, by or before any court, arbitrator or
administrative or governmental body, which might result in any Materially Adverse Effect. 
  
 Section 6.6 Representations; No Defaults. At the time of each Borrowing, there shall exist no Default or Event of Default. 
  
 Section 6.7 Title to Properties. Each Credit Party has (a) good and marketable fee simple title to its
respective real properties (other than real properties which it leases from others), including all such real properties reflected in the consolidated balance sheet of each Credit Party herein above described (other than real properties disposed of
in the ordinary course of business), subject to no Lien of any kind except as set forth on Schedule 6.7 hereto or as permitted by Section 8.2, and (b) good title to all of its other respective properties and assets (other
than properties and assets which it leases from others), including the other material properties and assets reflected in the consolidated balance sheet of each Credit Party hereinabove described (other than properties and assets disposed of in the
ordinary course of business or sold in accordance with Section 8.3 below), subject to no Lien of any kind except as set forth on Schedule 6.7, hereto or as permitted by Section 8.2. Each Credit Party enjoys
peaceful and undisturbed possession under all leases necessary in any material respect for the operation of its respective properties and assets, none of which contains any unusual or burdensome provisions which might materially affect or impair the
operation of such properties and assets, and all such leases are valid and subsisting and in full force and effect. To the extent any Consolidated Company is required by applicable law to segregate or place in escrow any premiums or other similar
payments, those amounts shall be kept in escrow and shall not be considered to be property of the Consolidated Company hereunder. 
  
 Section 6.8 Enforceability of Agreement. This Agreement is the legal, valid and binding agreement of Borrower enforceable against Borrower
in accordance with its terms, and the Note, and all other Credit Documents, when executed and delivered, will be similarly legal, valid, binding and enforceable as against all applicable Credit Parties, except as the enforceability of the Note and
other Credit Documents may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditor’s rights and remedies in general and by general principles of equity, whether considered in a proceeding at law or in
equity. 
  
 Section 6.9 Consent. No Consent,
permission, authorization, order or license of any governmental authority or Person is necessary in connection with the execution, delivery, performance or enforcement of the Credit Documents. 
  
 Section 6.10 Use of Proceeds; Federal Reserve Regulations. The
proceeds of the Note will be used solely for the purposes specified in Section 2.1(c) and none of such proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin security” or
“margin stock” or for the purpose of reducing or retiring any indebtedness that originally was incurred to purchase or carry a “margin security” or “margin stock” or for any other purpose that might constitute this
transaction a “purpose credit” within the meaning of the regulations of the Board of Governors of the Federal Reserve System. 
  
 Section 6.11 ERISA. 
  
 (a) Identification of Certain Plans. Schedule 6.11 hereto sets forth all Plans of Borrower and its
Subsidiaries in effect on the date of this Agreement; 
  
 (b) Compliance. Each Plan is being maintained, by its terms and in operation, in accordance with all applicable laws, except such noncompliance (when taken as a whole) that will not have a Materially Adverse Effect;

  
 (c) Liabilities. Neither the
Borrower nor any Subsidiary is currently or will become subject to any liability (including withdrawal liability), tax or penalty whatsoever to any person whomsoever with respect to any Plan including, but not limited to, any tax, penalty or
liability 

  

 24 








 
arising under Title I or Title IV of ERISA or Chapter 43 of the Code, except such liabilities (when taken as a whole) as will not have a Materially Adverse
Effect; and 
  
 (d) Funding. The
Borrower and each ERISA Affiliate have made full and timely payment of all amounts (i) required to be contributed under the terms of each Plan and applicable law and (ii) required to be paid as expenses of each Plan, except where such nonpayment
would not have a Material Adverse Effect. As of the date of this Agreement, no Plan has an “amount of unfunded benefit liabilities” (as defined in Section 4001(a)(18) of ERISA) except as disclosed on Schedule 6.11. No Plan is
subject to a waiver or extension of the minimum funding requirements under ERISA or the Code, and no request for such waiver or extension is pending. 
  
 Section 6.12 Subsidiaries. Schedule 6.1 hereto sets forth each Subsidiary of the Borrower as of the date of this Agreement. All the
outstanding shares of Capital Stock of each such Subsidiary have been validly issued and are fully paid and nonassessable and all such outstanding shares are owned by Borrower or a Wholly Owned Subsidiary of Borrower free of any Lien. 
  
 Section 6.13 Outstanding Indebtedness. Except as set forth on
Schedule 6.13 hereof, as of the Closing Date and after giving effect to the transactions contemplated by this Agreement, no Credit Party has outstanding any Indebtedness in an amount exceeding $250,000 except as permitted by
Section 8.1 and as of the Closing Date there exists no default under the provisions of any instrument evidencing such Indebtedness or of any agreement relating thereto except as noted on Schedule 6.13. 
  
 Section 6.14 Conflicting Agreements. Except as set forth on
Schedule 6.14 hereof, none of the Borrower or any of its Subsidiaries is a party to any contract or agreement or other burdensome restrictions or subject to any charter or other corporate restriction which could have a Materially
Adverse Effect. Assuming the consummation of the transactions contemplated by this Agreement, neither the execution or delivery of this Agreement or the Credit Documents, nor fulfillment of or compliance with the terms and provisions hereof and
thereof, will except as set forth in Schedule 6.14 hereof, conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any
Lien upon any of the properties or assets of Borrower or any of its Subsidiaries (other than those in favor of the Lender) pursuant to, the charter or By-Laws of Borrower or any of its Subsidiaries, any award of any arbitrator or any agreement
(including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which Borrower or any of its Subsidiaries is subject, and none of the Borrower nor any of its Subsidiaries is a party to, or
otherwise subject to any provision contained in, any instrument evidencing Indebtedness of Borrower or any of its Subsidiaries in an amount exceeding $250,000, any agreement relating thereto or any other contract or agreement (including its charter)
which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the type to be evidenced by the Note or contains dividend or redemption limitations on Common Stock of Borrower, except for this Agreement and those
matters listed on Schedule 6.14 attached hereto. 
  
 Section 6.15 Pollution and Other Regulations. 
  
 (a) Except as set forth on Schedule 6.15(a), each of the Borrower and its Subsidiaries has to the best of its knowledge complied in all material respects with all applicable Environmental Laws, including
without limitation, compliance with permits, licenses, standards, schedules and timetables issued pursuant to Environmental Laws, and is not in violation of, and does not presently have outstanding any liability under, has not been notified that it
is or may be liable under and does not have knowledge of any material liability or potential material liability (including any liability relating to matters set forth on Schedule 6.15(a)), under any applicable Environmental Law,
including without limitation, the Resource Conservation and Recovery Act of 

  

 25 








 
1976, as amended (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986 (“CERCLA”), the Federal Water Pollution Control Act, as amended (“FWPCA”), the Federal Clean Air Act, as amended (“FCAA”), and the Toxic Substance Control Act (“TSCA”), which
violation, liability or potential liability could reasonably be expected to have a Materially Adverse Effect. 
  
 (b) Except as set forth on Schedule 6.15(b), as of the date of this Agreement, neither the Borrower nor any of its
Subsidiaries has received a written request for information under CERCLA, any other Environmental Laws or any comparable state law, or any public health or safety or welfare law or written notice that any such entity has been identified as a
potential responsible party under CERCLA, and other Environmental Laws, or any comparable state law, or any public health or safety or welfare law, nor has any such entity received any written notification that any Hazardous Materials that it or any
of its respective predecessors in interest has generated, stored, treated, handled, transported, or disposed of, has been released or is threatened to be released at any site at which any Person intends to conduct or is conducting a remedial
investigation or other action pursuant to any applicable Environmental Law. 
  
 (c) Except as set forth on Schedule 6.15(c), each of the Borrower and its Subsidiaries has obtained all material permits, licenses or other authorizations required for the conduct of their respective
operations under all applicable Environmental Laws and each such authorization is in full force and effect, except where the failure to do so would not have a Materially Adverse Effect. 
  
 (d) Each of Borrower and its Subsidiaries complies in all material respects with all laws and regulations
relating to equal employment opportunity and employee safety in all jurisdictions in which it is presently doing business, and Borrower will use its best efforts to comply, and to cause each of its Subsidiaries to comply, with all such laws and
regulations which may be legally imposed in the future in jurisdictions in which Borrower or any of its Subsidiaries may then be doing business, except where the failure to do so would not have a Materially Adverse Effect. 
  
 Section 6.16 Possession of Franchises, Licenses, Etc. Each of
Borrower and its Subsidiaries possesses all material franchises, certificates, licenses, permits and other authorizations from governmental political subdivisions or regulatory authorities, free from burdensome restrictions, (including specifically
all insurance agency licenses) the failure of which to possess could have a Materially Adverse Effect and neither Borrower nor any of its Subsidiaries is in violation of any thereof in any material respect. 
  
 Section 6.17 Patents, Etc. Except as set forth on
Schedule 6.17, each of Borrower and its Subsidiaries owns or has the right to use all patents, trademarks, service marks, trade names, copyrights, licenses and other rights, free from burdensome restrictions, which are necessary for
the operation of its business as presently conducted. Nothing has come to the attention of Borrower or any of its Subsidiaries to the effect that (i) any product, process, method, substance, part or other material presently contemplated to be sold
by or employed by Borrower or any of its Subsidiaries in connection with its business may infringe any patent, trademark, service mark, trade name, copyright, license or other right owned by any other Person, (ii) there is pending or threatened any
claim or litigation against or affecting Borrower or any of its Subsidiaries contesting its right to sell or use any such product, process, method, substance, part or other material or (iii) there is, or there is pending or proposed, any patent,
invention, device, application or principle or any statute, law, rule, regulation, standard or code, which would in any case prevent, inhibit or render obsolete the production or sale of any products of, or substantially reduce the projected
revenues of, or otherwise have a Materially Adverse Effect. 
  
 Section 6.18 Governmental Consent. Neither the nature of Borrower or any of its Subsidiaries nor any of their respective businesses or properties, nor any relationship between Borrower and any other Person, nor any
circumstance in connection with the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby is such as to require on behalf of Borrower or any of its Subsidiaries any consent, 

  

 26 








 
approval or other action by or any notice to or filing with any court or administrative or governmental body in connection with the execution and delivery of
this Agreement and the Credit Documents. 
  
 Section 6.19
Disclosure. Neither this Agreement nor the Credit Documents nor any other document, certificate or written statement furnished to Lender by or on behalf of Borrower in connection herewith contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact peculiar to Borrower which materially adversely affects or in the future may (so far as Borrower can now
foresee) materially adversely affect the business, property or assets, financial condition or prospects of Borrower which has not been set forth in this Agreement or in the Credit Documents, certificates and written statements furnished to Lender by
or on behalf of Borrower prior to the date hereof in connection with the transactions contemplated hereby. 
  
 Section 6.20 Insurance Coverage. Each property of Borrower or any of its Subsidiaries is insured on terms acceptable to Lender for the
benefit of Borrower or a Subsidiary of Borrower in amounts deemed adequate by Borrower’s management and no less than those amounts customary in the industry in which Borrower and its Subsidiaries operate against risks usually insured against by
Persons operating businesses similar to those of Borrower or its Subsidiaries in the localities where such properties are located. 
  
 Section 6.21 Labor Matters. Except as set forth on Schedule 6.21, the Borrower and the Borrower’s Subsidiaries have
experienced no strikes, labor disputes, slow downs or work stoppages due to labor disagreements which have had, or would reasonably be expected to have, a Materially Adverse Effect, and, to the best knowledge of Borrower, there are no such strikes,
disputes, slow downs or work stoppages threatened against any Borrower or any of Borrower’s Subsidiaries, the result of which could have a Materially Adverse Effect. The hours worked and payment made to employees of the Borrower and
Borrower’s Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable law dealing with such matters. All payments due from the Borrower and Borrower’s Subsidiaries on account of
wages and employee health and welfare insurance and other benefits have been paid or accrued as liabilities on the books of the Borrower and Borrower’s Subsidiaries where the failure to pay or accrue such liabilities would reasonably be
expected to have a Materially Adverse Effect. 
  
 Section 6.22
Intercompany Loans; Dividends. The Intercompany Loans and the Intercompany Credit Documents, to the extent that they exist, have been duly authorized and approved by all necessary corporate and shareholder action on the part of the
parties thereto, and constitute the legal, valid and binding obligations of the parties thereto, enforceable against each of them in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditors’ rights generally, and by general principles of equity. There are no restrictions on the power of any Consolidated Company to repay any Intercompany Loan or to pay dividends on the
Capital Stock. Intercompany loans as of the Closing Date are described in Schedule 6.22. 
  
 Section 6.23 Burdensome Restrictions. Except as set forth on Schedule 6.23, none of the Consolidated Companies is a party to
or bound by any Contractual Obligation or Requirement of Law which has had or would reasonably be expected to have a Materially Adverse Effect. 
  
 Section 6.24 Solvency. Each of the Consolidated Company’s is solvent and able to pay its debts as and when they accrue and are due.

  
 Section 6.25 Guarantors - Income Requirement.
The aggregate net income of the Borrower and the Guarantors, on an annualized basis, is not less than eighty five percent (85%) of the Consolidated Net Income. 
  

Section 6.26 SEC Compliance and Filings. 
  
 (a) Borrower is and shall remain in full and complete compliance with all applicable securities laws including, but not limited to, all
requirements of the Exchange Ad, to the extent applicable to the Borrower and its business. 
  

 27 








 (b) Borrower previously has furnished or made available to the Lender through the
SEC’s EDGAR filing system accurate and complete copies of forms, reports, and documents filed by Borrower with the Securities and Exchange Commission (“SEC”) since December 31, 1993 (the “SEC Documents”), which include all
reports, schedules, proxy statements, and registration statements filed or required to be filed by Borrower with the SEC since December 31, 1993. As of their respective dates, the SEC Documents did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated in those documents are necessary to make the statements in those documents not misleading, in light of the circumstances in which they were made. 
  
 Section 6.27 Capital Stock of Borrower and Related Matters. The
Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Capital Stock or any warrants, options or other securities or rights directly or indirectly convertible into or exercisable
or exchangeable for its Capital Stock. 
  
 Section 6.28
Places of Business. 
  
 (a) The Places
of Business identified in Schedule 6.28(a) hereof constitute all the Places of Business for the Consolidated Companies. 
  
 (b) The Places of Business identified in Schedule 6.28(b) hereof as Material Places of Business are the only Places of
Business which are Material Places of Business. 
  
 ARTICLE VII

  
 AFFIRMATIVE COVENANTS 
  
 Borrower covenants and agrees that so long as it may borrow under this
Agreement or so long as any indebtedness remains outstanding under the Note that it will: 
  
 Section 7.1 Corporate Existence, Etc. Preserve and maintain, and cause each of its Material Subsidiaries to preserve and maintain, its corporate existence, its material rights, franchises, and licenses,
and its material patents and copyrights (for the scheduled duration thereof), trademarks, trade names, and service marks, necessary or desirable in the normal conduct of its business, and its qualification to do business as a foreign corporation in
all jurisdictions where it conducts business or other activities making such qualification necessary, in each case where the failure to do so would reasonably be expected to have a Materially Adverse Effect. 
  
 Section 7.2 Compliance with Laws, Etc. Comply, and cause each
of its Subsidiaries to comply, with all Requirements of Law (including, without limitation, all insurance agency laws and the Environmental Laws, subject to the exception set forth in Section 7.7(f) where the penalties, claims, fines,
and other liabilities resulting from noncompliance with such Environmental Laws do not involve amounts in excess of $1,000,000. in the aggregate) and material Contractual Obligations applicable to or binding on any of them where the failure to
comply with such Requirements of Law and material Contractual Obligations would reasonably be expected to have a Materially Adverse Effect. 
  
 Section 7.3 Payment of Taxes and Claims, Etc. Pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and governmental
charges imposed upon it or upon its property, and (ii) all claims (including, without limitation, claims for labor, materials, supplies or services) which might, if unpaid, become a Lien upon its property, unless, in each case, the validity or
amount thereof is being contested in good faith by appropriate proceedings and adequate reserves are maintained with respect thereto. 
  
 Section 7.4 Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, containing complete and
accurate entries of all their respective financial and business transactions. 
  

 28 








 Section 7.5 Visitation, Inspection, Etc. Permit, and cause each of its Subsidiaries to
permit, any representative of the Lender to visit and inspect any of its property, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with its officers, all at such
reasonable times and as often as the Lender or the Lender may reasonably request after reasonable prior notice to Borrower; provided, however, that at any time following the occurrence and during the continuance of a
Default or an Event of Default, no prior notice to Borrower shall be required. 
  
 Section 7.6 Insurance; Maintenance of Properties. 
  
 (a) Maintain or cause to be maintained with financially sound and reputable insurers, insurance with respect to its properties and
business, and the properties and business of the Borrower and each of its Subsidiaries, against loss or damage of the kinds customarily insured against by reputable companies in the same or similar businesses, such insurance to be of such types and
in such amounts, including such self-insurance and deductible provisions, as is customary for such companies under similar circumstances; provided, however, that in any event Borrower shall use its best efforts to
maintain, or cause to be maintained, insurance in amounts and with coverage not materially less favorable to any Consolidated Company as in effect on the date of this Agreement, except where the costs of maintaining such insurance would, in the
judgment of both Borrower and the Lender, be excessive. 
  
 (b) Cause all properties used or useful in the conduct of each Consolidated Company to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, settlements and improvements thereof, all as in the judgment of Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all
times; provided, however, that nothing in this Section shall prevent Borrower from discontinuing the operation or maintenance of any such properties if such discontinuance is, in the judgment of Borrower, desirable in the
conduct of its business or the business of any Consolidated Company. 
  
 Section 7.7 Reporting Covenants. Furnish to the Lender: 
  
 (a) Annual Financial Statements. As soon as available and in any event within ninety (90) days after the end of each fiscal
year of Borrower, balance sheets of the Consolidated Companies as at the end of such year, presented on a consolidated basis, and the related statements of income, shareholders’ equity, and cash flows of the Consolidated Companies for such
fiscal year, presented on a consolidated basis, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by a report thereon of Deloitte & Touche, LLP or other independent
public accountants of comparable recognized national standing, which such report shall be unqualified as to going concern and scope of audit and shall state that such financial statements present fairly in all material respects the financial
condition as at the end of such fiscal year on a consolidated basis, and the results of operations and statements of cash flows of the Consolidated Companies for such fiscal year in accordance with GAAP and that the examination by such accountants
in connection with such consolidated financial statements has been made in accordance with GAAP, and where said financial statements are not consistently applied with the prior fiscal year statements and the impact of said difference; 
  
 (b) Quarterly Financial Statements. As soon as
available and in any event within forty-five (45) days after the end of each fiscal quarter of Borrower (including the fourth fiscal quarter), balance sheets of the Consolidated Companies as at the end of such quarter presented on a consolidated
basis and the related statements of income, shareholders’ equity, and cash flows of the Consolidated Companies for such fiscal quarter and for the portion of Borrower’s fiscal year ended at the end of such quarter, presented on a
consolidated basis setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of Borrower’s previous fiscal year, all in reasonable detail and certified by the chief financial officer
or principal accounting officer of Borrower that such financial statements fairly present in all 

  

 29 








 
material respects the financial condition of the Consolidated Companies as at the end of such fiscal quarter on a consolidated basis, and the results of
operations and statements of cash flows of the Consolidated Companies for such fiscal quarter and such portion of Borrower’s fiscal year, in accordance with GAAP consistently applied (subject to normal year end audit adjustments and the absence
of certain footnotes; 
  
 (c) No
Default/Compliance Certificate. Together with the financial statements required pursuant to subsections (a) and (b) above, a certificate of the president, chief financial officer or principal accounting officer of Borrower (i) to the effect
that, based upon a review of the activities of the Consolidated Companies and such financial statements during the period covered thereby, there exists no Event of Default and no Default under this Agreement, or if there exists an Event of Default
or a Default hereunder, specifying the nature thereof and the proposed response thereto, and (ii) demonstrating in reasonable detail compliance as at the end of such fiscal year or such fiscal quarter with Section 7.8 and
Sections 8.1 through 8.4. In addition, along with said Compliance Certificate, the Borrower will furnish a quarterly report of all Funded Debt, in form reasonably acceptable to the Lender. 
  
 (d) Notice of Default. Promptly after Borrower
has notice or knowledge of the occurrence of an Event of Default or a Default, a certificate of the chief financial officer or principal accounting officer of Borrower specifying the nature thereof and the proposed response thereto; 
  
 (e) Litigation. Promptly after (i) the
occurrence thereof, notice of the institution of or any adverse development in any action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or
official, against any Consolidated Company, or any material property thereof, in any case which reasonably might have a Materially Adverse Effect, or (ii) actual knowledge thereof, notice of the threat of any such action, suit, proceeding,
investigation or arbitration; 
  
 (f)
Environmental Notices. Promptly after receipt thereof, notice of any actual or alleged violation, or notice of any action, claim or request for information, either judicial or administrative, from any governmental authority relating to
any actual or alleged claim, notice of potential responsibility under or violation of any Environmental Law, or any actual or alleged spill, leak, disposal or other release of any Hazardous Material by any Consolidated Company which could result in
penalties, fines, claims or other liabilities to any Consolidated Company in amounts in excess of $1,000,000.00 individually or in the aggregate; 
  
 (g) ERISA. 
  
 (i) Promptly after the occurrence thereof with respect to any Plan of any Consolidated Company or any ERISA Affiliate thereof, or any
trust established thereunder, notice of (A) a “reportable event” described in Section 4043 of ERISA and the regulations issued from time to time thereunder (other than a “reportable event” not subject to the provisions for thirty
day notice to the PBGC under such regulations), or (B) any other event which could subject any Consolidated Company to any tax, penalty or liability under Title I or Title IV of ERISA or Chapter 43 of the Code, or any tax or penalty resulting from a
loss of deduction under Sections 162, 404 or 419 of the Code, where any such taxes, penalties or liabilities exceed or could exceed $1,000,000 in the aggregate; 
  
 (ii) Promptly after such notice must be provided to the PBGC, or to a Plan participant, beneficiary or
alternative payee, any notice required under Section 101(d), 302(f)(4), 303, 307, 4041(b)(1)(A) or 4041(c)(1)(A) of ERISA or under Section 401(a)(29) or 412 of the Code with respect to any Plan of any Consolidated Company or any ERISA Affiliate
thereof; 
  

 30 








 (iii) Promptly after receipt, any notice received by any Consolidated Company or any
ERISA Affiliate thereof concerning the intent of the PBGC or any other governmental authority to terminate a Plan of such Company or ERISA Affiliate thereof which is subject to Title IV of ERISA, to impose any liability on such Company or ERISA
Affiliate under Title IV of ERISA or Chapter 43 of the Code; 
  
 (iv) Upon the request of the Lender, promptly upon the filing thereof with the Internal Revenue Service (“IRS”) or the Department of Labor (“DOL”), a copy of IRS Form 5500 or annual report for each
Plan of any Consolidated Company or ERISA Affiliate thereof which is subject to Title IV of ERISA; 
  
 (v) Upon the request of the Lender, (A) true and complete copies of any and all documents, government reports and IRS determination or
opinion letters or rulings for any Plan of any Consolidated Company from the IRS, PBGC or DOL, (B) any reports filed with the IRS, PBGC or DOL with respect to a Plan of the Consolidated Companies or any ERISA Affiliate thereof, or (C) a current
statement of withdrawal liability for each MultiEmployer Plan of any Consolidated Company or any ERISA Affiliate thereof; 
  
 (h) Liens. Promptly upon any Consolidated Company becoming aware thereof, notice of the filing of any federal statutory
Lien, tax or other state or local government Lien or any other Lien affecting their respective properties, other than Permitted Liens except as expressly required by Section 8.2; 
  
 (i) Public Filings, Etc. Promptly upon the
filing thereof or otherwise becoming available, copies of all financial statements, annual, quarterly and special reports, proxy statements and notices sent or made available generally by Borrower to its public security holders, of all regular and
periodic reports and all registration statements and prospectuses, if any, filed by any of them with any securities exchange or any governmental or state agency, and of all press releases and other statements made available generally to the public
containing material developments in the business or financial condition of Borrower and the other Consolidated Companies; 
  
 (j) Accountants’ Reports. Promptly upon receipt thereof, copies of all financial statements of, and all reports
submitted by, independent public accountants to Borrower in connection with each annual, interim, or special audit of Borrower’s consolidated financial statements; 
  
 (k) Burdensome Restrictions, Etc. Promptly upon the existence or occurrence thereof, notice of
the existence or occurrence of (i) any Contractual Obligation or Requirement of Law described in Section 6.23, (ii) failure of any Consolidated Company to hold in full force and effect those material trademarks, service marks, patents,
trade names, copyrights, licenses and similar rights necessary in the normal conduct of its business, and (iii) any strike, labor dispute, slow down or work stoppage as described in Section 6.21; 
  
 (l) New Material Subsidiaries. Within thirty
(30) days after the formation or acquisition of any Material Subsidiary, or any other event resulting in the creation of a new Material Subsidiary, notice of the formation or acquisition of such Material Subsidiary or such occurrence, including a
description of the assets of such entity, the activities in which it will be engaged, and such other information as the Lender may request; 
  
 (m) Intercompany Asset Transfers. Promptly upon the occurrence thereof, notice of the transfer of any assets from Borrower
or any Guarantor to any other Consolidated Company that is not Borrower or a Guarantor (in any transaction or series of related transactions), excluding 

  

 31 








 
sales or other transfers of assets in the ordinary course of business, where the Asset Value of such assets is less than $1,000,000; 
  
 (m) Other Information. With reasonable
promptness, such other information about the Consolidated Companies as the Lender may reasonably request from time to time; 
  
 (n) Capital of Borrower. 
  
 (i) Notice of any sale of any Capital Stock by the Borrower, giving for each said transaction the name and address of the Persons involved
and the Capital Stock involved. 
  
 (ii) Any
documents, notices or other writings given by any Person owning Capital Stock in the Parent under any stockholders agreement by one or more Persons owning Capital Stock of the Borrower. 
  
 Section 7.8 Maintain the Following Financial Covenants. 
  
 (a) Consolidated Net Worth of a minimum of the sum of (i)
$400,000,000 plus (ii) 50% of cumulative positive Net Income after September 30, 2003, plus (iii) 100% of net cash raised through contribution or issuance of new equity, less (iv) receivables from
affiliates. 
  
 (b) A Fixed Charge Ratio of not
less than 1.50 to 1.00 (The Fixed Charge Ratio is defined as (Net Income + Operating Lease Payments + Provision for Taxes + Interest Expense + Depreciation + Amortization—Capital Expenditures—Dividends) / (Scheduled Principal Payment +
Interest Expense + Operating Lease Payments). 
  
 (c) Funded Debt to EBITDA Ratio of not greater than 2.50 to 1.00. 
  
 The
foregoing covenants will be tested quarterly on a rolling four quarter schedule. 
  
 Section 7.9 Notices Under Certain Other Indebtedness. Immediately upon its receipt thereof, Borrower shall furnish the Lender a copy of any notice received by it, or any other Consolidated Company (a)
from the holder(s) of Indebtedness referred to in Section 8.1 (or from any trustee, agent, attorney, or other party acting on behalf of such holder(s)) in an amount which, in the aggregate, exceeds $1,000,000 where such notice states
or claims the existence or occurrence of any default or event of default with respect to such Indebtedness under the terms of any indenture, loan or credit agreement, debenture, note, or other document evidencing or governing such Indebtedness, or
(b) from any regulatory insurance agency or insurance company regarding any licenses or agreements regarding the business of the Consolidated Company and which could have a Material Adverse Effect. Borrower agrees to take such actions as may be
necessary to require the holder(s) of any Indebtedness (or any trustee or agent acting on their behalf) in an amount exceeding $1,000,000 incurred pursuant to documents executed or amended and restated after the Closing Date, to furnish copies of
all such notices directly to the Lender simultaneously with the furnishing thereof to Borrower, and that such requirement may not be altered or rescinded without the prior written consent of the Lender. 
  
 Section 7.10 Additional Guarantors. Promptly after (a) the
formation or acquisition (provided that nothing in this Section shall be deemed to authorize the acquisition of any entity) of any Material Subsidiary not listed on Schedule 6.1, (b) the transfer of assets to any Consolidated Company
if notice thereof is required to be given pursuant to Section 7.7(m) and as a result thereof the recipient of such assets becomes a Material Subsidiary, (c) the occurrence of any other event creating a new Material Subsidiary, or (d)
the failure to meet the aggregate income requirement in Section 6.25 if the resulting requirement at the Material Subsidiary requirement will be reduced (thus requiring additional Material Subsidiaries), Borrower shall cause to be
executed and delivered a (i) Guaranty Agreement from each such Material Subsidiary in the form reasonably acceptable to Lender and (ii) the joinder to the Contribution Agreement by such Material Subsidiary. 
  

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 Section 7.11 Ownership of Guarantors. Borrower, and each Wholly Owned Subsidiary, as the
case may be, shall maintain its percentage of ownership existing as of the date hereof of all Guarantors, and shall not decrease its ownership percentage in each Person which becomes a Guarantor after the date hereof, as such ownership exists at the
time such Person becomes a Guarantor or may be increased thereafter. 
  
 ARTICLE VIII 
  
 NEGATIVE COVENANTS

  
 So long as the Revolving Loan Commitment remains in effect
hereunder or the Note shall remain unpaid, Borrower will not and will not permit any Subsidiary to: 
  
 Section 8.1 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, other than: 
  
 (a) Indebtedness under this Agreement; 
  
 (b) Indebtedness outstanding on the date hereof or pursuant
to lines of credit in effect on the date hereof and described on Schedule 8.1(b), together with all extensions, renewals and refinancings thereof; provided, however, any such extensions, renewals and
refinancings shall not, without the written consent of the Lender, increase any such Indebtedness or modify the terms of said Indebtedness on terms less favorable to the maker or obligor; 
  
 (c) Purchase money indebtedness to the extent secured by a
Lien permitted by Section 8.2(b) provided such purchase money indebtedness does not exceed $5,000,000; 
  
 (d) Unsecured current liabilities (other than liabilities for borrowed money or liabilities evidenced by promissory notes, bonds or
similar instruments) incurred in the ordinary course of business (whether now outstanding or hereafter arising or incurred) and either (i) not more than thirty (30) days past due, or (ii) being disputed in good faith by appropriate proceedings with
reserves for such disputed liability maintained in conformity with GAAP and Indebtedness in the nature of contingent repayment obligations arising in the ordinary and normal course of business with respect to-deposits and down payments; 

 
 (e) The Intercompany Loans described on Schedule
6.22 and any other loans between Consolidated Companies not exceeding individually at any time the amount of $500,000 and in the aggregate at any time the amount of $1,000,000 (excluding Intercompany Loans listed on Schedule
6.22) provided that no loan or other extension of credit may be made by a Guarantor to another Consolidated Company that is not a Guarantor hereunder unless otherwise agreed in writing by the Lender; and 
  
 (f) Unsecured, Subordinated Debt, not to exceed an aggregate
amount of $25,000,000, and other Subordinated Debt in form and substance acceptable to the Lender and evidenced by its written consent thereto. Any Indebtedness outstanding under this subparagraph shall be a part of the Indebtedness under paragraph
(g) below and will thereby reduce the amount available under subparagraph (g) below; and 
  
 (g) Unsecured Indebtedness not to exceed at any time the aggregate amount of $100,000,000 (less any Indebtedness outstanding under
subparagraph (f) above) provided that the covenants and maturity date of said Indebtedness are less restrictive and longer than this Facility. 
  
 Section 8.2 Liens. Create, incur, assume or suffer to exist any Lien on any of its property now owned or hereafter acquired by any Credit
Party to secure any Indebtedness other than: 
  
 (a) Liens existing on the date hereof disclosed on Schedule 8.2, and provided no Event of Default has occurred and is then continuing, any renewal, extension or refunding of such 

  

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Lien in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; 
  
 (b) Any Lien on any property securing Indebtedness incurred
or assumed for the purpose of financing all or any part of the acquisition cost of such property and any refinancing thereof, provided that such Lien does not extend to any other property, and provided further that the aggregate principal amount of
Indebtedness secured by all such Liens at any time does not exceed $5,000,000; 
  
 (c) Liens for taxes not yet due, and Liens for taxes or Liens imposed by ERISA which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being maintained; 
  
 (d) Statutory Liens of landlords (excluding however any Material Places of Business) and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created in the ordinary course of
business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained; 
  
 (e) Liens incurred or deposits made in the ordinary course of business in connection with workers or
workman’s compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money
bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); 
  
 (f) Liens securing the Facilities; and 
  
 (g) Liens reserved or invested in governmental authority (including without limitation zoning laws) which do not materially impair the use
of such property. 
  
 Section 8.3 Sales. Etc. Sell,
lease, or otherwise dispose of its accounts, property or other assets (including Capital Stock of Subsidiaries); provided, however, that the foregoing restrictions on asset sales shall not be applicable to (a) sales of
equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure item, (b) other asset sales (including sales of the Capital Stock of Subsidiaries) from one Credit Party to the
other, and (c) other asset sales (including sales of the Capital Stock of Subsidiaries) provided that no Default or Event of Default then exists or would arise by virtue of said sale and the sale price or the value of said sale (as reasonably
determined by the Board of Directors of the selling Consolidated Company) for said sale is less than $20,000,000 or 10% of Consolidated EBITDA at that time. 
  
 Section 8.4 Mergers, Acquisitions, Etc. Merge or consolidate with any other Person, or acquire by purchase any other person or its assets;
provided, however, that the foregoing restrictions on mergers shall not apply to (a) a Permitted Acquisition provided that notice of said pending Permitted Acquisition is given to the Lender along
with a certification after said Permitted Acquisition that this Agreement has been complied with both before and after said Acquisition, (b) mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower, or (c) mergers
between a third party and the Borrower where the Borrower is the surviving corporation provided that said merger is a Permitted Acquisition; provided, however, that no transaction pursuant to clauses
(a), (b), or (c) shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise arise as a result of such transaction. 
  
 Section 8.5 Investments, Loans. Etc. Make, permit or hold any Investments in any Person, or otherwise acquire
or hold any Subsidiaries, other than: 
  
 (a)
Those investments referenced in Schedule 8.5. 
  

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 (b) Investments in Subsidiaries that are Guarantors under this Agreement, whether such
Subsidiaries are Guarantors on the Closing Date or become Guarantors in accordance with Section 7.10 after the Closing Date; provided, however, nothing in this Section 8.5 shall be deemed to
authorize an investment pursuant to this subsection (a) in any entity that is not a Subsidiary and a Guarantor prior to such investment; 
  
 (c) Investments in Subsidiaries, other than those Subsidiaries that are or become Guarantors under this Agreement, made after the Closing
Date, in an aggregate amount not to exceed $1,000,000 unless otherwise consented to in writing by the Lender; 
  
 (d) Direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof,
in each case supported by the full faith and credit of the United States and maturing within one year from the date of creation thereof; 
  
 (e) Commercial paper maturing within one year from the date of creation thereof rated in the highest grade by a nationally recognized
credit rating agency; 
  
 (f) Time deposits
maturing within one year from the date of creation thereof with, including certificates of deposit issued by the Lender and any office located in the United States of any bank or trust company which is organized under the laws of the United States
or any state thereof and has assets aggregating at least $500,000,000, including without limitation, any such deposits in Eurodollars issued by a foreign branch of any such bank or trust company; 
  
 (g) Investments made by Plans; 
  
 (h) Permitted Intercompany Loans on terms and conditions
acceptable to the Lender; 
  
 (i) Investments in
stock or assets of another entity which thereby becomes a Subsidiary, in an aggregate amount not to exceed $5,000,000 in cash consideration, which transaction constitutes a Permitted Acquisition; and 
  
 (j) Advances made to employees in the ordinary and normal
course of business consistent with past practice and for business purposes, and which advances are repaid by the employee within thirty (30) days. 
  
 Section 8.6 Sale and Leaseback Transactions. Sell or transfer any property, real or personal, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which any Consolidated Company intends to use for substantially the same purpose or purposes as the property being sold or transferred. 
  
 Section 8.7 Transactions with Affiliates. Except as otherwise
approved in writing by the Lender: 
  
 (a) Enter
into any material transaction or series of related transactions which in the aggregate would be material, whether or not in the ordinary course of business, with any Affiliate of any Consolidated Company (but excluding any Affiliate which is also a
Wholly Owned Subsidiary), other than on terms and conditions substantially as favorable to such Consolidated Company as would be obtained by such Consolidated Company at the time in a comparable arm’s length transaction with a Person other than
an Affiliate. 
  
 (b) Convey or transfer to any
other Person (including any other Consolidated Company) any real property, buildings, or fixtures used in the manufacturing or production operations of any Consolidated Company, or convey or transfer to any other Consolidated Company any other
assets (excluding conveyances or transfers in the ordinary course of business) 

  

 35 








 
if at the time of such conveyance or transfer any Default or Event of Default exists or would exist as a result of such conveyance or transfer. 

 
 Section 8.8 Optional Prepayments. Directly or indirectly,
prepay, purchase, redeem, retire, defense or otherwise acquire, or make any optional payment on account of any principal of, interest on, or premium payable in connection with the optional prepayment, redemption or retirement of, any of its
Indebtedness, or give a notice of redemption with respect to any such Indebtedness, or make any payment in violation of the subordination provisions of any Subordinated Debt, except with respect to (a) the Obligations under this Agreement and the
Notes, (b) prepayments of Indebtedness outstanding pursuant to revolving credit, overdraft and line of credit facilities permitted pursuant to Section 8.1 (c), (d), (g) and (h), (c) Intercompany Loans made or outstanding pursuant to
Section 8.1(e), (d) Intercompany Loans where both Consolidated Companies are not Credit Parties made or outstanding pursuant to Section 8.1 upon the prior written consent of the Lender, and (e) Subordinated Debt, upon the
prior written consent, of the Lender. 
  
 Section 8.9
Changes in Business. Enter into any business which is substantially different from that presently conducted by the Consolidated Companies taken as a whole. 
  
 Section 8.10 ERISA. Take or fail to take any action with respect to any Plan of any Consolidated Company or,
with respect to its ERISA Affiliates, any Plans which are subject to Title IV of ERISA or to continuation health care requirements for group health plans under the Code, including without limitation (a) establishing any such Plan, (b) amending any
such Plan (except where required to comply with applicable law), (c) terminating or withdrawing from any such Plan, or (d) incurring an amount of unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA, or any withdrawal liability
under Title IV of ERISA with respect to any such Plan, without first obtaining the written approval of the Lender and the Required Lender, to the extent that such actions or failures could result in a Materially Adverse Effect. 
  
 Section 8.11 Additional Negative Pledges. Create or otherwise
cause or suffer to exist or become effective, directly or indirectly, any prohibition or restriction on the creation or existence of any Lien upon any asset of any Consolidated Company, other than pursuant to (a) the terms of any agreement,
instrument or other document pursuant to which any Indebtedness permitted by Section 8.2(b) is incurred by any Consolidated Company, so long as such prohibition or restriction applies only to the property or asset being financed by
such Indebtedness, and (b) any requirement of applicable law or any regulatory authority having jurisdiction over any of the Consolidated Companies. 
  
 Section 8.12 Limitation on Payment Restrictions Affecting Consolidated Companies. Create or otherwise cause or suffer to exist or become
effective, any consensual encumbrance or restriction on the ability of any Consolidated Company to (a) pay dividends or make any other distributions on such Consolidated Company’s stock, or (b) pay any indebtedness owed to Borrower or any other
Consolidated Company, or (c) transfer any of its property or assets to Borrower or any other Consolidated Company, except any consensual encumbrance or restriction existing under the Credit Documents. 
  
 Section 8.13 Actions Under Certain Documents. Without the prior
written consent of the Lender (which consent shall not be unreasonably withheld), modify, amend, cancel or rescind the Intercompany Loans or Intercompany Credit Documents (except that a loan between Consolidated Companies as permitted by
Section 8.1 may be modified or amended so long as it otherwise satisfies the requirements of Section 8.1), or make demand of payment or accept payment on any Intercompany Loans permitted by Section 8.1,
except that current interest accrued thereon as of the date of this Agreement and all interest subsequently accruing thereon (whether or not paid currently) may be paid unless a Default or Event of Default has occurred and is continuing. 

 
 Section 8.14 Financial Statements; Fiscal Year. Borrower
shall make no change in the dates of the fiscal year now employed for accounting and reporting purposes without the prior written consent of the Lender, which consent shall not be unreasonably withheld. 
  
 Section 8.15 Change of Management. Allow or suffer to occur any
change of management of the Borrower which creates an Event of Default under Section 9.13. 
  

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 Section 8.16 Change of Control. Allow or suffer to occur any change of control of the
Borrower in violation of Section 9.11. 
  
 Section 8.17 Guaranties. Without the prior written consent of the Lender, extend or execute any Guaranty other than (a) endorsements of instruments for deposit or collection in the ordinary and normal course of business, (b)
Guaranties acceptable in writing to the Lender, and (c) Guaranties for obligations of any Consolidated Subsidiary; provided, however, said Guaranteed Indebtedness will not exceed the aggregate amount of $10,000,000
without the prior written consent of the Lender. 
  
 Section
8.18 Changes in Debt Instruments. Without the prior written consent of the Lender, enter into any amendment, change or modification of any agreement relating to any Indebtedness; provided, however, the
foregoing restrictions shall not prohibit any such amendment, change or modification where (a) it relates solely to an extension of a maturity date if said Indebtedness is not already in default, and (b) other changes in said agreements which are
not material; provided, however, if said amendment, change or modification constitutes the waiver of any default condition under said agreement, notice of said matter along with a copy of said amendment, change or
modification shall be given to the Lender. 
  
 Section 8.19
This section is not applicable. 
  
 Section 8.20
No Issuance of Capital Stock. Without the prior written consent of the Lender permit any Subsidiary to issue any additional Capital Stock. 
  
 Section 8.21 No Payments on Subordinated Debt. Without the prior written consent of the Lender: 
  
 (a) The Borrower shall not make or cause any payment of
principal to be made on the Subordinated Debt unless and until all Obligations due the Lender hereunder are paid in full; and 
  
 (b) The Borrower shall not make or cause any payment of interest to be made on the Subordinated Debt except and only to the extent and
only during the period of time permitted under the Subordinated Debt document; and 
  
 (c) Upon the occurrence and continuation of an Event of Default and, as a result of which, the Lender has elected to exercise any of the
remedies under Article IX, the Borrower shall not thereafter make or permit any payments of any nature whatsoever to be made on any Subordinated Debt. 
  
 Section 8.22 Insurance Business. Without the prior written consent of the Lender no Consolidated Company may
engage in any business in the nature of an insurance company, in which the Consolidated Company assumes the risk as an insurer. 
  
 ARTICLE IX 
  
 EVENTS OF DEFAULT 
  
 Upon the occurrence and during the continuance of any of the following specified events (each an “Event of Default”): 
  
 Section 9.1 Payments. Borrower shall fail to make promptly when due (including, without limitation, by
mandatory prepayment) any principal payment with respect to the Loans, or Borrower shall fail to make within five (5) Business Days after the due date thereof any payment of interest, fee or other amount payable hereunder; 
  
 Section 9.2 Covenants Without Notice. Borrower shall fail to
observe or perform any covenant or agreement contained in Sections 7.8, 7.11, or 8.1 through 8.22; 
  

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 Section 9.3 Other Covenants. Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement, other than those referred to in Sections 9.1 and 9.2, and, if capable of being remedied, such failure shall remain unremedied for thirty days after the earlier of (a) Borrower’s
obtaining actual knowledge thereof, or (b) written notice thereof shall have been given to Borrower by Lender or the Lender; 
  
 Section 9.4 Representations. Any representation or warranty made or deemed to be made by Borrower or any other Credit Party under this
Agreement or any other Credit Document (including the Schedules attached thereto), or any certificate or other document submitted to the Lender or the Lender by any such Person pursuant to the terms of this Agreement or any other Credit Document,
shall be incorrect in any material respect when made or deemed to be made or submitted; 
  
 Section 9.5 Non-Payments of Other Indebtedness. Any Consolidated Company shall fail to make when due (whether at stated maturity, by acceleration, on demand or otherwise, and after giving effect to any
applicable grace period) any payment of principal of or interest on any Indebtedness (other than the Obligations) exceeding $1,000,000 in the aggregate; 
  
 Section 9.6 Defaults Under Other Agreements. Any Consolidated Company shall fail to observe or perform any covenants or agreements contained
in any agreements or instruments relating to any of its Indebtedness exceeding $1,000,000 in the aggregate, or any other event shall occur in respect of Indebtedness exceeding $1,000,000 if the effect of such failure or other event is to accelerate,
or to permit the holder of such Indebtedness or any other Person to accelerate, the maturity of such Indebtedness; or any such Indebtedness shall be required to be prepaid (other than by a regularly scheduled required prepayment) in whole or in part
prior to its stated maturity; 
  
 Section 9.7
Bankruptcy. Any Consolidated Company, shall commence a voluntary case concerning itself under the Bankruptcy Code or an involuntary case for bankruptcy is commenced against any Consolidated Company and the petition is not controverted
within ten (10) days, or is not dismissed within sixty (60) days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or any substantial part of the property of any
Consolidated Company; or any Consolidated Company commences proceedings of its own bankruptcy or to be granted a suspension of payments or any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect, relating to any Consolidated Company or there is commenced against any Consolidated Company any such proceeding which remains undismissed
for a period of sixty (60) days; or any Consolidated Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Consolidated Company suffers any appointment of any
custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of sixty (60) days; or any Consolidated Company makes a general assignment for the benefit of creditors; or any Consolidated
Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or any Consolidated Company shall call a meeting of its creditors with a view to arranging a composition or
adjustment of its debts; or any Consolidated Company shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate action is taken by any Consolidated Company for the purpose of
effecting any of the foregoing; 
  
 Section 9.8
ERISA. A Plan of a Consolidated Company or a Plan subject to Title IV of ERISA of any of its ERISA Affiliates: 
  
 (a) shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section
412 of the Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Code or Section 303 of ERISA; or 
  
 (b) is being, or has been, terminated or the subject of
termination proceedings under applicable law or the terms of such Plan; or 
  
 (c) shall require a Consolidated Company to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Code or Section 306 or 307 of ERISA; or 
  

 38 








 (d) results in a liability to a Consolidated Company under applicable law, the terms of
such Plan, or Title IV of ERISA; 
  
 and there shall result from any such failure,
waiver, termination or other event a liability to the PBGC or a Plan that would have a Materially Adverse Effect; 
  
 Section 9.9 Money Judgment. A Judgment or order for the payment of money in excess of $1,000,000 or otherwise having a Materially Adverse
Effect shall be rendered against any other Consolidated Company, and such judgment or order shall continue unsatisfied (in the case of a money judgment) and in effect for a period of sixty (60) days during which execution shall not be effectively
stayed or deferred (whether by action of a court, by agreement or otherwise). In regard to the foregoing, amounts which are fully covered by insurance shall not be considered in regard to the foregoing $1,000,000 limit. 
  
 Section 9.10 Ownership of Credit Parties and Pledged Entities.
If shall at any time fail to own and control the required percentage of the voting stock of any Guarantor, either directly or indirectly through a Wholly-Owned Subsidiary, as of the date that Person became or was required to become a Guarantor.

  
 Section 9.11 Change in Control of Borrower.

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

  
 (b) Any event or condition shall occur or
exist which, pursuant to the terms of any change in control provision, requires or permits the holder(s) of Indebtedness of any Consolidated Company to require that such Indebtedness be redeemed, repurchased, defeased, prepaid or repaid, in whole or
in part, or the maturity of such Indebtedness to be accelerated in any respect. 
  
 Section 9.12 Default Under Other Credit Documents. There shall exist or occur any “Event of Default” as provided under the terms of any other Credit Document (after giving effect to any
applicable grace period), or any Credit Document ceases to be in full force and effect or the validity or enforceability thereof is disaffirmed by or on behalf of any Credit Party, or at any time it is or becomes unlawful for any Credit Party to
perform or comply with its obligations under any Credit Document, or the obligations of any Credit Party under any Credit Document are not or cease to be legal, valid and binding on any such Credit Party; 
  
 Section 9.13 This Section is not applicable. 
  
 Section 9.14 Attachments. An attachment or similar action shall
be made on or taken against any of the assets of any Consolidated Company with an Asset Value exceeding $1,000,000 in aggregate and is not removed, suspended or enjoined within thirty (30) days of the same being made or any suspension or injunction
being lifted. 
  
 Section 9.15 Default Under Subordinated
Loan Documents. An Event of Default occurs and is continuing under any Subordinated Debt; 
  
 Section 9.16 Material Adverse Effect. The occurrence of any Material Adverse Effect in the financial condition of any Consolidated Company
or its business: 
  
 then, and in any such event, and at any time thereafter if
any Event of Default shall then be continuing, the Lender may, and upon the written request of the Lender, shall, by written notice to Borrower, take any or all of the following actions, without prejudice to the rights of the Lender, the Lender or
the holder of any Note to enforce its claims against Borrower or any other Credit Party: (i) declare the Revolving Loan Commitment terminated, whereupon the Commitment of the Lender shall terminate immediately and any fees due under this Agreement
shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued 
  

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interest on the Loans, and all other obligations owing hereunder, to be, whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by Borrower (iii) exercise such other remedies as are provided to the Lender under any other Credit Document; (iv) exercise such other rights as may be provided by
applicable law; and (v) declare that all Obligations shall thereafter bear interest at the Default Rate; provided, that, if an Event of Default specified in Section 9.7 shall occur, the result which would occur upon the giving of
written notice by the Lender to any Credit Party, as specified in clauses (i), (ii), (iii) or, (iv) or (v) above, shall occur automatically without the giving of any such notice. 
  
 ARTICLE X 
  
 This Article is not applicable. 
  
 ARTICLE XI 
  
 MISCELLANEOUS 
  
 Section 11.1 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telex, telecopy or similar teletransmission or writing) and shall be
given to such party at its address or applicable teletransmission number set forth on the signature pages hereof, or such other address or applicable teletransmission number as such party may hereafter specify by notice to the Lender and Borrower.
Each such notice, request or other communication shall be effective (a) if given by mail, seventy-two (72) hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, (c) if given by telecopy,
when such telecopy is transmitted to the telecopy number specified in the signature page hereto and the appropriate confirmation is received, or (c) if given by any other means (including, without limitation, by air courier), when delivered or
received at the address specified in the signature page hereto; provided that notices to the Lender shall not be effective until received. 
  
 Section 11.2 Amendments, Etc. No amendment or waiver of any provision of this Agreement or the other Credit Documents, nor consent to any
departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Lender in addition to the Lender required hereinabove to take such action, affect the rights or duties of the Lender under this
Agreement or under any other Credit Document. 
  
 Section 11.3
No Waiver; Remedies Cumulative. No failure or delay on the part of the Lender in exercising any right or remedy hereunder or under any other Credit Document, and no course of dealing between any Credit Party and the Lender, shall operate
as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder or thereunder.
The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Lender, would otherwise have. No notice to or demand on any Credit Party not required hereunder or under any other Credit Document
in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Lender, any other or further action in any circumstances without notice or demand.

  
 Section 11.4 Payment of Expenses, Etc. Borrower
shall: 
  
 (a) whether or not the transactions
hereby contemplated are consummated, pay all reasonable, out-of-pocket costs and expenses of the Lender in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of
counsel as to the rights and duties of the Lender with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing,
renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees
actually incurred and disbursements of counsel for the Lender), and in the case of enforcement of this Agreement or any Credit Document after the occurrence and during the continuance of an 

  

 40 








 
Event of Default, all such reasonable, out-of-pocket costs and expenses (including, without limitation, the reasonable fees actually incurred and
disbursements of counsel), for any of the Lender; 
  
 (b) subject, in the case of certain Taxes, to the applicable provisions of Section 4.7(b), pay and hold the Lender harmless from and against any and all present and future stamp, documentary, intangible and other similar Taxes
with respect to this Agreement, the Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, including interest and penalties and save the Lender harmless from and against any and all liabilities with
respect to or resulting from any delay or omission of Borrower to pay such Taxes; provided, however, nothing contained in this subsection shall obligate the Borrower to pay any taxes based on the overall income of the
Lender; and 
  
 (c) indemnify the Lender, and its
officers, directors, employees, representatives and agents from, and hold each of them harmless against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them (whether or not any of them is designated a party
thereto) (an “Indemnitee”) arising out of or by reason of any third party investigation, litigation or other proceeding related to any actual or proposed use of the proceeds of any of the Loans or any Credit Party’s
entering into and performing of the Agreement, the Notes, or the other Credit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel (including foreign counsel) incurred in connection with any
such third party investigation, litigation or other proceeding; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee’s gross
negligence or willful misconduct or the breach by the Indemnitee of its obligations under this Agreement; 
  
 (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs
(including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any
claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party’s ownership, operation, possession or control of its business, property or facilities or before, on or after the
date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements,
encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually
incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part,
the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by
or on behalf of the Lender with respect to any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lender). The indemnity permitted in this clause (d) shall (i) not apply as to any Indemnity to any costs or expenses in
connection with any condition, suspected condition, threatened condition or alleged condition which first arises and occurs after said Indemnitee Lender succeeds to the ownership of, takes possession of or operates the business or any property of
the Borrower or any of its Subsidiaries, and (ii) in the case of cleanup, investigative, closure and monitoring costs concerning or relating to Hazardous Materials or any Environmental Laws shall only apply after an Event of Default has occurred and
is continuing provided that the Credit Party is then undertaking and fulfilling all its obligations under this Agreement and Environmental Laws with respect to said cleanup, investigation, closure and monitoring. 
  

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

Section 11.5 Right of Set-Off. In addition to and not in limitation of all rights of offset that the Lender may have under applicable
law, the Lender shall, upon the occurrence and during the continuance of any Event of Default and whether or not the Lender has made any demand or any Credit Party’s obligations are matured, have the right to appropriate and apply to the
payment of any Credit Party’s obligations hereunder and under the other Credit Documents, all deposits of any Credit Party (general or special, time or demand, provisional or final, other than escrow or trust accounts denoted as such) then or
thereafter held by and other indebtedness or property then or thereafter owing by the Lender, whether or not related to this Agreement or any transaction hereunder. The Lender shall promptly notify Borrower of any offset hereunder. 
  
 Section 11.6 Benefit of Agreement. 
  
 (a) This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the parties hereto, provided that Borrower may not assign or transfer any of its interest hereunder without the prior written consent of the Lender except as otherwise
provided in this Agreement. 
  
 (b) The Lender
may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an Affiliate of the Lender. 
  
 (c) The Lender may assign all or a portion of its interests, rights and obligations under this Agreement; provided,
however, that (i) the Lender must give prior written consent to such assignment to Borrower unless such assignment is to an Affiliate of the assigning Lender, (ii) the amount of the Revolving Loan Commitments, or Loans, in the case of
assignment of Loans, of the assigning Lender subject to each assignment (determined as of the date the assignment and acceptance with respect to such assignment is delivered to the Lender) shall not be less than $1,000,000, (iii) the parties to each
such assignment shall execute and deliver to the Lender an assignment and acceptance, together with a Note or Notes subject to such assignment and, unless such assignment is to an Affiliate of the Lender, a processing and recordation fee of $2,500,
and (iv) the assignee has the ability to satisfy the obligations of said Lender hereunder. Borrower shall not be responsible for such processing and recordation fee or any costs or expenses incurred by the Lender or the Lender in connection with
such assignment. From and after the effective date specified in each assignment and acceptance, which effective date shall be at least one (1) Business Day after the execution thereof, the assignee thereunder shall be a party hereto and to the
extent of the interest assigned by such assignment and acceptance, have the rights and obligations of a Lender under this Agreement. Notwithstanding the foregoing, the assigning Lender must retain after the consummation of such assignment and
acceptance, a minimum aggregate amount of Commitments or Loans, as the case may be, of $2,000,000; provided, however, no such minimum amount shall be required with respect to any such assignment made at any time there
exists an Event of Default hereunder. Within one (1) Business Day after receipt of the notice and the assignment and acceptance, Borrower, at its own expense, shall execute and deliver to the Lender, in exchange for the surrendered Note or Notes
(which shall be marked “canceled” and delivered to Borrower), a new Note or Notes to the order of such assignee in a principal amount equal to the applicable Commitments or Loans assumed by it pursuant to such assignment and acceptance and
new Note or Notes to the assigning Lender in the amount of its retained Commitment or Commitments or amount of its retained Loans. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such
surrendered Note or Notes, shall be dated the date of the surrendered Note or Notes which they replace, and shall otherwise be in substantially the form attached hereto. 
  
 (d) The Lender may, without the consent of Borrower, sell participations to one or more of its Affiliate
banks in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments in the Loans owing to it and the Notes held by it). 
  

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 (e) The Lender or participant may, in connection with the assignment or participation or
proposed assignment or participation, pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information relating to Borrower or the other Consolidated Companies furnished to the Lender by or on
behalf of Borrower or any other Consolidated Company. With respect to any disclosure of confidential, non-public, proprietary information, such proposed assignee or participant shall agree to use the information only for the purpose of making any
necessary credit judgments with respect to this credit facility and not to use the information in any manner prohibited by any law, including without limitation, the securities laws of the United States. The proposed participant or assignee shall
agree not to disclose any of such information except (i) to directors, employees, auditors or counsel to whom it is necessary to show such information, each of whom shall be informed of the confidential nature of the information, (ii) in any
statement or testimony pursuant to a subpoena or order by any court, governmental body or other agency asserting jurisdiction over such entity, or as otherwise required by law (provided prior notice is given to Borrower and the Lender unless
otherwise prohibited by the subpoena, order or law), and (iii) upon the request or demand of any regulatory agency or authority with proper jurisdiction. The proposed participant or assignee shall further agree to return all documents or other
written material and copies thereof received from the Lender, the Lender or Borrower relating to such confidential information unless otherwise properly disposed of by such entity. 
  
 (f) The Lender may at any time assign all or any portion of its rights in this Agreement and the Notes
issued to it to a Federal Reserve Bank; provided that no such assignment shall release the Lender from any of its obligations hereunder. 
  
 (g) If (i) any Taxes referred to in Section 4.7(b) have been levied or imposed so as to require withholdings or deductions
by Borrower and payment by Borrower of additional amounts to the Lender as a result thereof, (ii) the Lender shall make demand for payment of any material additional amounts as compensation for increased costs pursuant to Section 4.10
or for its reduced rate of return pursuant to Section 4.16, or (iii) the Lender shall decline to consent to a modification or waiver of the terms of this Agreement or the other Credit Documents requested by Borrower, then and in such
event, upon request from Borrower delivered to the Lender and the Lender, such Lender shall assign, in accordance with the provisions of Section 11.6(c), all of its rights and obligations under this Agreement and the other Credit
Documents to another Lender or an Eligible Assignee selected by Borrower, in consideration for the payment by such assignee to the Lender of the principal of, and interest on, the outstanding Loans accrued to the date of such assignment, and the
assumption of such Lender’s Commitment hereunder, together with any and all other amounts owing to such Lender under any provisions of this Agreement or the other Credit Documents accrued to the date of such assignment. 
  
 Section 11.7 Governing Law; Submission to Jurisdiction.

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

  
 (b) ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE CIRCUIT COURT OF ORANGE COUNTY, FLORIDA, OR ANY OTHER COURT OF THE STATE OF FLORIDA OR OF THE UNITED STATES OF AMERICA FOR THE MIDDLE DISTRICT OF FLORIDA, AND,
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND,
TO THE EXTENT 

  

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PERMITTED BY LAW, BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LITIGATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. 
  
 (c) BORROWER HEREBY IRREVOCABLY DESIGNATES THE PRESIDENT OF THE BORROWER, AS SO DESIGNATED FROM TIME TO TIME, AT THE ADDRESS SET FORTH
ON THE BORROWER’S SIGNATURE PAGE TO THIS AGREEMENT AS ITS DESIGNEE, APPOINTEE AND LOCAL AGENT TO RECEIVE, FOR AND ON BEHALF OF BORROWER, SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR THE NOTES OR ANY DOCUMENT RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH LOCAL AGENT WILL BE PROMPTLY FORWARDED BY SUCH LOCAL AGENT AND BY THE SERVER OF SUCH PROCESS BY MAIL TO BORROWER AT ITS ADDRESS SET
FORTH OPPOSITE ITS SIGNATURE BELOW, BUT, TO THE EXTENT PERMITTED BY LAW, THE FAILURE OF BORROWER TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS. BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.

  
 (d) Nothing herein shall affect the right of
the Lender or any Credit Party to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Borrower in any other jurisdiction. 
  
 Section 11.8 Independent Nature of Lender’s Rights. The amounts payable at any time hereunder to the
Lender shall be a separate and independent debt, and the Lender shall be entitled to protect and enforce its rights pursuant to this Agreement and its Notes, and it shall not be necessary for any other Lender to be joined as an additional party in
any proceeding for such purpose. 
  
 Section 11.9
Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. 
  
 Section 11.10
Effectiveness; Survival. 
  
 (a) This
Agreement shall become effective on the date (the “Effective Date”) on which all of the parties hereto shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to
the Lender pursuant to Section 11.1. 
  
 (b) The obligations of Borrower intended to survive hereunder shall so survive payment in full of the Notes provide, however, the obligations of the Borrower under Sections 4.7(b), 4.10, 4.12,
4.13, and 4.16 hereof shall survive for ninety (90) days after the payment in full of the Notes after the Final Maturity Date. All representations and warranties made herein, in the certificates, reports, notices, and
other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement, the other Credit Documents, and such other agreements and documents, the making of the Loans hereunder, and the execution and delivery
of the Notes. 
  
 Section 11.11 Severability. In
case any provision in or obligation under this Agreement or the other Credit Documents shall be invalid, illegal or unenforceable, in whole or in part, in any jurisdiction, the validity, 

  

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legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby. 
  
 Section 11.12 Independence
of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the
limitation of, another covenant, shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. 
  
 Section 11.13 Change in Accounting Principles, Fiscal Year or Tax Laws. If (a) any preparation of the financial statements referred to in
Section 7.7 hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accounts (or successors
thereto or agencies with similar functions) (other than changes mandated by FASB 106) result in a material change in the method of calculation of financial covenants, standards or terms found in this Agreement, (b) there is any change in
Borrower’s fiscal quarter or fiscal year, or (c) there is a material change in federal tax laws which materially affects any of the Consolidated Companies’ ability to comply with the financial covenants, standards or terms found in this
Agreement, Borrower and the Lender agree to enter into negotiations in order to amend such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating any of the Consolidated Companies, financial
condition shall be the same after such changes as if such changes had not been made. Unless and until such provisions have been so amended, the provisions of this Agreement shall govern. 
  
 Section 11.14 Headlines Descriptive; Entire Arrangement. The headings of the several sections and subsections
of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. 
  
 Section 11.15 Time is of the Essence. Time is of the essence in interpreting and performing this Agreement and all other Credit Documents.

  
 Section 11.16 Usury. It is the intent of the
parties hereto not to violate any federal or state law, rule or regulation pertaining either to usury or to the contracting for or charging or collecting of interest, and Borrower and Lender agree that, should any provision of this Agreement or of
the Notes, or any act performed hereunder or thereunder, violate any such law, rule or regulation, then the excess of interest contracted for or charged or collected over the maximum lawful rate of interest shall be applied to the outstanding
principal indebtedness due to Lender by Borrower under this Agreement. 
  
 Section 11.17 Construction. Should any provision of this Agreement require judicial interpretation, the parties hereto agree that the court interpreting or construing the same shall not apply a presumption that the terms
hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be more strictly construed against the party who itself or through its agents prepared the same, it being agreed that Borrower,
Lender, Lender and their respective agents have participated in the preparation hereof. 
  
 Section 11.18 No Incorporation into Note. This Agreement is expressly not incorporated by reference into the Note. 
  

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

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

  

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

	 	 	 	 	BORROWER:
	 	 	 	 	 
	 	 	 	 	BROWN & BROWN, INC.
				
	Address for Notices:	 	 	 	By:	 	/s/ CORY T. WALKER
	 	 	 	 	 	

	 220 South Ridgewood Avenue
	 	 	 	 	 	 Cory T. Walker,
 Vice President, Treasurer and Chief Financial Officer

	 Daytona Beach, Florida 23115-2412
 Attention: Cory T. Walker
 Telephone No.: (386) 239-7250
 Telecopy No.: (386) 239-7252
  
 With a copy to:
  
 Laurel L.
Grammig
 General Counsel
 BROWN & BROWN, INC.
 401 East Jackson Street
 Suite 1700
 Tampa, Florida 33602
 Telephone No.: (813) 222-4277
 Telecopy No.: (813) 222-4464
	 	 	 	 	 	 
			
	 	 	 	 	LENDER:
	 	 	 	 	 
	 	 	 	 	SUNTRUST BANK
				
	Address for Notices:	 	 	 	By:	 	/s/ EDWARD WOOTEN
	 	 	 	 	 	

	 SunTrust Bank
	 	 	 	 	 	 Edward Wooten,
 Director

	 Mail Code FL-Orlando-1106
 200 South Orange Avenue
 Tower 10
 Orlando, FL 32801
 Telephone: (407) 237-6855
 Telecopy: (407) 237-4076
	 	 	 	 	 	 

  

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