ex10_4.htm


    
      

    

    EXECUTION
COPY

    


    


     

    


    


    


    
      	 
      


    

    


    STERLING
CONSTRUCTION COMPANY, INC.

    


    CREDIT
AGREEMENT

    


    DATED
AS OF OCTOBER 31, 2007

    


    


    COMERICA
BANK

    AS
ADMINISTRATIVE AGENT, SYNDICATION AGENT, DOCUMENTATION AGENT AND LEAD
ARRANGER

    


    
      	 
      


    

     

     

     

     

     

    
      
        Detroit_801261_9

         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    Page

     

    
      	
              1.

            	
              DEFINITIONS.

            	
              1

            


    

    
      	
               
      

            	
              1.1

            	
              Certain
      Defined Terms

            	
              1

            


    

     

    
      	
              2.

            	
              REVOLVING
      CREDIT.

            	
              23

            


    

    
      	
               
      

            	
              2.1

            	
              Commitment

            	
              23

            


    

    
      	
               
      

            	
              2.2

            	
              Accrual
      of Interest and Maturity; Evidence of Indebtedness.

            	
              23

            


    

    
      	
               
      

            	
              2.3

            	
              Requests
      for and Refundings and Conversions of Advances

            	
              24

            


    

    
      	
               
      

            	
              2.4

            	
              Disbursement
      of Advances.

            	
              26

            


    

    
      	
               
      

            	
              2.5

            	
              Swing
      Line Advances

            	
              27

            


    

    
      	
               
      

            	
              2.6

            	
              Interest
      Payments; Default Interest

            	
              33

            


    

    
      	
               
      

            	
              2.7

            	
              Optional
      Prepayments.

            	
              34

            


    

    
      	
               
      

            	
              2.8

            	
              Prime-based
      Advance in Absence of Election or Upon Default

            	
              35

            


    

    
      	
               
      

            	
              2.9

            	
              Revolving
      Credit Facility Fee

            	
              35

            


    

    
      	
              2.10

            	
              Mandatory
      Repayment of Revolving Credit Advances.

            	
              35

            


    

    
      	
              2.11

            	
              Optional
      Reduction or Termination of Revolving Credit Aggregate
      Commitment

            	
              36

            


    

    
      	
              2.12

            	
              Use
      of Proceeds of Advances

            	
              37

            


    

     

    
      	
              3.

            	
              LETTERS
      OF CREDIT.

            	
              37

            


    

    
      	
               
      

            	
              3.1

            	
              Letters
      of Credit

            	
              37

            


    

    
      	
               
      

            	
              3.2

            	
              Conditions
      to Issuance

            	
              38

            


    

    
      	
               
      

            	
              3.3

            	
              Notice

            	
              39

            


    

    
      	
               
      

            	
              3.4

            	
              Letter
      of Credit Fees; Increased Costs

            	
              39

            


    

    
      	
               
      

            	
              3.5

            	
              Other
      Fees

            	
              41

            


    

    
      	
               
      

            	
              3.6

            	
              Drawings
      and Demands for Payment Under Letters of Credit.

            	
              41

            


    

    
      	
               
      

            	
              3.7

            	
              Obligations
      Irrevocable

            	
              42

            


    

    
      	
               
      

            	
              3.8

            	
              Risk
      Under Letters of Credit.

            	
              44

            


    

    
      	
               
      

            	
              3.9

            	
              Indemnification

            	
              44

            


    

    
      	
              3.10

            	
              Right
      of Reimbursement

            	
              45

            


    

     

    
      	
              4.

            	
              INTENTIONALLY
      OMITTED.

            	
              46

            


    

     

    
      	
              5.

            	
              CONDITIONS.

            	
              46

            


    

    
      	
               
      

            	
              5.1

            	
              Conditions
      of Initial Advances

            	
              46

            


    

    
      	
               
      

            	
              5.2

            	
              Continuing
      Conditions

            	
              50

            


    

     

    
      	
              6.

            	
              REPRESENTATIONS
      AND WARRANTIES.

            	
              50

            


    

    
      	
               
      

            	
              6.1

            	
              Corporate
      Authority

            	
              50

            


    

    
      	
               
      

            	
              6.2

            	
              Due
      Authorization

            	
              50

            


    

    
      	
               
      

            	
              6.3

            	
              Good
      Title; Leases; Assets; No Liens

            	
              50

            


    

    
      	
               
      

            	
              6.4

            	
              Taxes

            	
              51

            


    

    
      	
               
      

            	
              6.5

            	
              No
      Defaults

            	
              51

            


    

    
      	
               
      

            	
              6.6

            	
              Enforceability
      of Agreement and Loan Documents

            	
              51

            


    

    
      
        
        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        
        

      

    

    
      	
               
      

            	
              6.7

            	
              Compliance
      with Laws

            	
              51

            


    

    
      	
               
      

            	
              6.8

            	
              Non-contravention

            	
              52

            


    

    
      	
               
      

            	
              6.9

            	
              Litigation

            	
              52

            


    

    
      	
              6.10

            	
              Consents,
      Approvals and Filings, Etc

            	
              52

            


    

    
      	
              6.11

            	
              Agreements
      Affecting Financial Condition

            	
              52

            


    

    
      	
              6.12

            	
              No
      Investment Company or Margin Stock

            	
              52

            


    

    
      	
              6.13

            	
              ERISA

            	
              53

            


    

    
      	
              6.14

            	
              Conditions
      Affecting Business or Properties

            	
              53

            


    

    
      	
              6.15

            	
              Environmental
      and Safety Matters

            	
              53

            


    

    
      	
              6.16

            	
              Subsidiaries

            	
              54

            


    

    
      	
              6.17

            	
              Intentionally
      Omitted

            	
              54

            


    

    
      	
              6.18

            	
              Intentionally
      Omitted

            	
              54

            


    

    
      	
              6.19

            	
              Franchises,
      Patents, Copyrights, Tradenames, etc

            	
              54

            


    

    
      	
              6.20

            	
              Capital
      Structure

            	
              54

            


    

    
      	
              6.21

            	
              Accuracy
      of Information

            	
              54

            


    

    
      	
              6.22

            	
              Solvency

            	
              55

            


    

    
      	
              6.23

            	
              Employee
      Matters

            	
              55

            


    

    
      	
              6.24

            	
              No
      Misrepresentation

            	
              55

            


    

    
      	
              6.25

            	
              Corporate
      Documents and Corporate Existence

            	
              55

            


    

    
      	
              6.26

            	
              Acquisition
      Documents.

            	
              56

            


    

     

    
      	
              7.

            	
              AFFIRMATIVE
      COVENANTS.

            	
              56

            


    

    
      	
               
      

            	
              7.1

            	
              Financial
      Statements

            	
              57

            


    

    
      	
               
      

            	
              7.2

            	
              Certificates;
      Other Information

            	
              57

            


    

    
      	
               
      

            	
              7.3

            	
              Intentionally
      Omitted

            	
              59

            


    

    
      	
               
      

            	
              7.4

            	
              Conduct
      of Business and Maintenance of Existence; Compliance with
      Laws.59

            


    

    
      	
               
      

            	
              7.5

            	
              Maintenance
      of Property; Insurance

            	
              59

            


    

    
      	
               
      

            	
              7.6

            	
              Inspection
      of Property; Books and Records, Discussions

            	
              59

            


    

    
      	
               
      

            	
              7.7

            	
              Notices

            	
              60

            


    

    
      	
               
      

            	
              7.8

            	
              Hazardous
      Material Laws

            	
              61

            


    

    
      	
               
      

            	
              7.9

            	
              Financial
      Covenants.

            	
              62

            


    

    
      	
              7.10

            	
              Governmental
      and Other Approvals

            	
              62

            


    

    
      	
              7.11

            	
              Compliance
      with ERISA; ERISA Notices

            	
              62

            


    

    
      	
              7.12

            	
              Defense
      of Collateral

            	
              63

            


    

    
      	
              7.13

            	
              Future
      Subsidiaries; Additional Collateral.

            	
              63

            


    

    
      	
              7.14

            	
              Accounts

            	
              64

            


    

    
      	
              7.15

            	
              Use
      of Proceeds

            	
              64

            


    

    
      	
              7.16

            	
              Post-Closing
      Items

            	
              65

            


    

    
      	
              7.17

            	
              Further
      Assurances and Information

            	
              66

            


    

     

    
      	
              8.

            	
              NEGATIVE
      COVENANTS.

            	
              66

            


    

    
      	
               
      

            	
              8.1

            	
              Limitation
      on Debt

            	
              66

            


    

    
      	
               
      

            	
              8.2

            	
              Limitation
      on Liens

            	
              67

            


    

    
      	
               
      

            	
              8.3

            	
              Acquisitions

            	
              68

            


    

    
      	
               
      

            	
              8.4

            	
              Limitation
      on Mergers, Dissolution or Sale of Assets

            	
              68

            


    

    
      	
               
      

            	
              8.5

            	
              Restricted
      Payments

            	
              69

            


    

    
      	
               
      

            	
              8.6

            	
              Put
      and Call

            	
              70

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              8.7

            	
              Limitation
      on Investments, Loans and Advances

            	
              70

            


    

    
      	
               
      

            	
              8.8

            	
              Transactions
      with Affiliates

            	
              71

            


    

    
      	
               
      

            	
              8.9

            	
              Sale-Leaseback
      Transactions; Sale of Accounts or Notes Receivables

            	
              71

            


    

    
      	
              8.10

            	
              Limitations
      on Other Restrictions

            	
              71

            


    

    
      	
              8.11

            	
              Prepayment
      of Debt

            	
              71

            


    

    
      	
              8.12

            	
              Amendment
      of Certain Documents

            	
              72

            


    

    
      	
              8.13

            	
              Modification
      of Certain Agreements

            	
              72

            


    

    
      	
              8.14

            	
              Management
      Fees

            	
              72

            


    

    
      	
              8.15

            	
              Fiscal
      Year

            	
              72

            


    

     

    
      	
              9.

            	
              DEFAULTS.

            	
              72

            


    

    
      	
               
      

            	
              9.1

            	
              Events
      of Default

            	
              72

            


    

    
      	
               
      

            	
              9.2

            	
              Exercise
      of Remedies

            	
              75

            


    

    
      	
               
      

            	
              9.3

            	
              Rights
      Cumulative

            	
              75

            


    

    
      	
               
      

            	
              9.4

            	
              Waiver
      by Borrowers of Certain Laws

            	
              76

            


    

    
      	
               
      

            	
              9.5

            	
              Waiver
      of Defaults

            	
              76

            


    

    
      	
               
      

            	
              9.6

            	
              Set
      Off

            	
              76

            


    

     

    
      	
              10.

            	
              PAYMENTS,
      RECOVERIES AND COLLECTIONS.

            	
              76

            


    

    
      	
              10.1

            	
              Payment
      Procedure

            	
              76

            


    

    
      	
              10.2

            	
              Application
      of Proceeds of Collateral

            	
              78

            


    

    
      	
              10.3

            	
              Pro-rata
      Recovery

            	
              78

            


    

     

    
      	
              11.

            	
              CHANGES
      IN LAW OR CIRCUMSTANCES; INCREASED COSTS.

            	
              78

            


    

    
      	
              11.1

            	
              Reimbursement
      of Prepayment Costs

            	
              79

            


    

    
      	
              11.2

            	
              Eurodollar
      Lending Office

            	
              79

            


    

    
      	
              11.3

            	
              Circumstances
      Affecting Eurodollar-based Rate Availability

            	
              79

            


    

    
      	
              11.4

            	
              Laws
      Affecting Eurodollar-based Advance Availability

            	
              80

            


    

    
      	
              11.5

            	
              Increased
      Cost of Eurodollar-based Advances

            	
              80

            


    

    
      	
              11.6

            	
              Capital
      Adequacy and Other Increased Costs

            	
              81

            


    

    
      	
              11.7

            	
              Right
      of Lenders to Fund through Branches and Affiliates

            	
              82

            


    

    
      	
              11.8

            	
              Margin
      Adjustment

            	
              82

            


    

     

    
      	
              12.

            	
              AGENT.

            	
              83

            


    

    
      	
              12.1

            	
              Appointment
      of Agent

            	
              83

            


    

    
      	
              12.2

            	
              Deposit
      Account with Agent

            	
              84

            


    

    
      	
              12.3

            	
              Scope
      of Agent’s Duties

            	
              84

            


    

    
      	
              12.4

            	
              Successor
      Agent

            	
              84

            


    

    
      	
              12.5

            	
              Credit
      Decisions

            	
              85

            


    

    
      	
              12.6

            	
              Authority
      of Agent to Enforce This Agreement

            	
              85

            


    

    
      	
              12.7

            	
              Indemnification
      of Agent

            	
              85

            


    

    
      	
              12.8

            	
              Knowledge
      of Default

            	
              86

            


    

    
      	
              12.9

            	
              Agent’s
      Authorization; Action by Lenders

            	
              86

            


    

    
      	
              12.10

            	
              Enforcement
      Actions by the Agent

            	
              87

            


    

    
      	
              12.11

            	
              Collateral
      Matters.

            	
              87

            


    

    
      	
              12.12

            	
              Agents
      in their Individual Capacities

            	
              88

            


    

    
      	
              12.13

            	
              Agent’s
      Fees

            	
              88

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              12.14

            	
              Documentation
      Agent or other Titles

            	
              88

            


    

    
      	
              12.15

            	
              No
      Reliance on Agent’s Customer Identification Program

            	
              88

            


    

     

    
      	
              13.

            	
              MISCELLANEOUS.

            	
              89

            


    

    
      	
              13.1

            	
              Accounting
      Principles

            	
              89

            


    

    
      	
              13.2

            	
              Consent
      to Jurisdiction

            	
              89

            


    

    
      	
              13.3

            	
              Law
      of Texas

            	
              89

            


    

    
      	
              13.4

            	
              Interest

            	
              89

            


    

    
      	
              13.5

            	
              Closing
      Costs and Other Costs; Indemnification.

            	
              90

            


    

    
      	
              13.6

            	
              Notices

            	
              92

            


    

    
      	
              13.7

            	
              Further
      Action

            	
              93

            


    

    
      	
              13.8

            	
              Successors
      and Assigns; Participations; Assignments.

            	
              93

            


    

    
      	
              13.9

            	
              Counterparts;
      Execution

            	
              96

            


    

    
      	
              13.10

            	
              Amendment
      and Waiver

            	
              96

            


    

    
      	
              13.11

            	
              Confidentiality

            	
              97

            


    

    
      	
              13.12

            	
              Substitution
      of Lenders

            	
              98

            


    

    
      	
              13.13

            	
              Withholding
      Taxes

            	
              99

            


    

    
      	
              13.14

            	
              Taxes
      and Fees

            	
              99

            


    

    
      	
              13.15

            	
              WAIVER
      OF JURY TRIAL

            	
              99

            


    

    
      	
              13.16

            	
              Patriot
      Act Notice

            	
              100

            


    

    
      	
              13.17

            	
              Complete
      Agreement; Conflicts

            	
              100

            


    

    
      	
              13.18

            	
              Severability

            	
              100

            


    

    
      	
              13.19

            	
              Table
      of Contents and Headings; Section References

            	
              100

            


    

    
      	
              13.20

            	
              Construction
      of Certain Provisions

            	
              101

            


    

    
      	
              13.21

            	
              Independence
      of Covenants

            	
              101

            


    

    
      	
              13.22

            	
              Electronic
      Transmissions

            	
              101

            


    

    
      	
              13.23

            	
              Advertisements

            	
              102

            


    

    
      	
              13.24

            	
              Reliance
      on and Survival of Provisions

            	
              102

            


    

    
      	
              13.25

            	
              Joint
      and Several Liability

            	
              102

            


    

    

      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

     

    EXHIBITS

    


    A FORM OF
REQUEST FOR REVOLVING CREDIT ADVANCE

    B FORM OF
REVOLVING CREDIT NOTE

    C FORM OF
SWING LINE NOTE

    D FORM OF
REQUEST FOR SWING LINE ADVANCE

    E FORM OF
NOTICE OF LETTERS OF CREDIT

    F FORM OF
SECURITY AGREEMENT

    G FORM OF
JOINDER AGREEMENT

    H FORM OF
ASSIGNMENT AGREEMENT

    I
INTENTIONALLY OMITTED

    J FORM OF
COVENANT COMPLIANCE REPORT

    K
INTENTIONALLY OMITTED

    L
INTENTIONALLY OMITTED

    M FORM OF
SWING LINE PARTICIPATION CERTIFICATE

    


    SCHEDULES

    


    Schedule
1.1                                Applicable
Margin Grid

    Schedule
1.2                                Percentages
and Allocations

    Schedule
1.3                                Corporate
Information

    Schedule
1.4                                Existing
Comerica Loans

    Schedule
1.5                                Existing
Letters of Credit

    Schedule
5.1(c)                                Jurisdictions
of Organization

    Schedule
5.2                                Jurisdictions
where each Credit Party is Authorized to do Business

    Schedule
6.3(b)                                Owned
Real Property

    Schedule
6.4                                Exceptions
to Tax Filings

    Schedule
6.7                                Violations
of Law

    Schedule
6.9                                Litigation

    Schedule
6.10                                           Third
Party Consents

    Schedule
6.13                                           Benefit
Plans

    Schedule
6.15                                           Environmental

    Schedule
6.16                                           Subsidiaries

    Schedule
6.19                                           Trade
Names

    Schedule
6.20                                           Equity
Interests

    Schedule
6.23                                           Collective
Bargaining Agreements and Grievances

    Schedule
8.1                                Existing
Debt

    Schedule
8.1(i)                                Liberty
Mutual Insurance Company Bonds Remaining Outstanding PostClosing

    Schedule
8.2                                Existing
Liens

    Schedule
8.7                                Existing
Investments

    Schedule
8.8                                Transactions
with Affiliates

    Schedule
13.6                                           Notices

     

    
      
        Detoit_801261_9

         


      

      
        1

        
          

        

      

      
         


      

    

     

    CREDIT
AGREEMENT

     

    


     

    This
Credit Agreement (“Agreement”) is made as of the 31st day
of October, 2007, by and among the financial institutions from time to time
signatory hereto (individually a “Lender,” and any and all such financial
institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent
for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and
Documentation Agent, Sterling Construction Company, Inc., a Delaware corporation
(“Sterling”), Texas Sterling Construction Co., a Delaware corporation (“TSC”)
and Oakhurst Management Corporation, a Texas corporation (“OMC” and together
with Sterling and TSC, the “Borrowers” and each a “Borrower” as more
specifically defined herein).

     

    RECITALS

     

    A.           Borrowers
have requested that the Lenders extend to them credit and letters of credit on
the terms and conditions set forth herein.

     

    B.           The
Lenders are prepared to extend such credit as aforesaid, but only on the terms
and conditions set forth in this Agreement.

     

    NOW
THEREFORE, in consideration of the covenants contained herein, Borrowers, the
Lenders, and the Agent agree as follows:

     

    
      	
               
      

            	
              1.DEFINITIONS.

            


    

     

    1.1           Certain Defined
Terms.  For
the purposes of this Agreement the following terms will have the following
meanings:

     

     “Acquisition”
shall mean the acquisition by Sterling of 100% of the issued and outstanding
Equity Interests of RHBI and of at least 91% of the issued and outstanding
Equity Interests of RHBL on the terms set forth in this Agreement and the
Acquisition Documents.

     

    “Acquisition
Documents” shall mean the Purchase Agreement dated October 31, 2007 by and among
Sterling, Thomas Fisher and the Sellers (the “Purchase Agreement”) and all
documents related thereto or executed and delivered in connection therewith, as
the same may be amended, restated or otherwise modified in compliance with this
Agreement.

     

    “Advance(s)”
shall mean, as the context may indicate, a borrowing requested by the Borrowers,
and made by the Revolving Credit Lenders under Section 2.1 hereof or the Swing
Line Lender under Section 2.5 hereof, including without limitation any
readvance, refunding or conversion of such borrowing pursuant to Section 2.3 or
2.5 hereof, and any advance deemed to have been made in respect of a Letter of
Credit under Section 3.6(a) hereof, and shall include, as applicable, a
Eurodollar-based Advance, a Prime-based Advance and a Quoted Rate
Advance.

     

    “Affected
Lender” shall have the meaning set forth in Section 13.12 hereof.

     

    
      
        Detroit_801261_9

        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Affiliate”
shall mean, with respect to any Person, any other Person directly or indirectly
controlling (including but not limited to all directors and officers of such
Person), controlled by, or under direct or indirect common control with such
Person. A Person shall be deemed to control another Person for the purposes of
this definition if such Person possesses, directly or indirectly, the power (i)
to vote 10% or more of the Equity Interests having ordinary voting power for the
election of directors or managers of such other Person or (ii) to direct or
cause the direction of the management and policies of such other Person, whether
through the ownership of voting securities, by contract or
otherwise.

     

    “Agent”
shall have the meaning set forth in the preamble, and include any successor
agents appointed in accordance with Section 12.4 hereof.

     

    “Agent’s
Correspondent” shall mean for Eurodollar-based Advances, Agent’s Grand Cayman
Branch (or for the account of said branch office, at Agent’s main office in
Detroit, Michigan, United States).

     

    “Alternate
Base Rate” shall mean, for any day, an interest rate per annum equal to the
Federal Funds Effective Rate in effect on such day, plus fifty basis
points.

     

    “Applicable
Fee Percentage” shall mean, as of any date of determination thereof, the
applicable percentage used to calculate certain of the fees due and payable
hereunder, determined by reference to the appropriate columns in the Pricing
Matrix attached to this Agreement as Schedule 1.1.

     

    “Applicable
Interest Rate” shall mean, (i) with respect to each Revolving Credit Advance,
the Eurodollar-based Rate or the Prime-based Rate, and (ii) with respect to each
Swing Line Advance, the Prime-based Rate or, if made available to the Borrowers
by the Swing Line Lender at its option, the Quoted Rate, in each case as
selected by the Borrowers from time to time subject to the terms and conditions
of this Agreement.

     

    “Applicable
Margin” shall mean, as of any date of determination thereof, the applicable
interest rate margin, determined by reference to the appropriate columns in the
Pricing Matrix attached to this Agreement as Schedule 1.1, such Applicable
Margin to be adjusted solely as specified in Section 11.8 hereof.

     

    “Applicable
Measuring Period” shall mean the period of four consecutive fiscal quarters
ending on the applicable date of determination, for Sterling, TSC, OMC and the
Target as if they had combined operations as of January 1, 2007.

     

    “Asset
Coverage Ratio” shall mean, as of any date of determination, a ratio the
numerator of which is an amount equal to eighty percent (80%) of the orderly
liquidation value of machinery and equipment of Sterling and its Consolidated
Subsidiaries owned on the Effective Date after giving effect to the Acquisition
plus eighty percent (80%) of the Cost of new and used machinery and equipment
purchased after the Effective Date and the denominator of which is the Funded
Debt minus cash
and cash equivalents and Permitted Investments of Sterling and its Consolidated
Subsidiaries, in each case as determined in accordance with GAAP.

     

    “Asset
Sale” shall mean the sale, transfer or other disposition by any Credit Party of
any asset (other than the sale or transfer of less than one hundred percent
(100%) of the stock or other ownership interests of any Subsidiary) to any
Person (other than to Borrowers or a Guarantor).

     

    
      
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    “Assignment
Agreement” shall mean an Assignment Agreement substantially in the form of
Exhibit H hereto.

     

    “Authorized
Signer” shall mean each person who has been authorized by the Borrowers to
execute and deliver any requests for Advances hereunder pursuant to a written
authorization delivered to the Agent and whose signature card or incumbency
certificate has been received by the Agent.

     

    “Average
Total Debt” shall mean the daily average Funded Debt for any applicable
period.

     

    “Balance
Sheet” shall have the meaning as set forth on Section 7.2(b).

     

    “Bankruptcy
Code” shall mean Title 11 of the United States Code and the rules promulgated
thereunder.

     

    “Bond
Documents” shall mean the Surety Agreements together, in each case, with such
other documents as are related thereto as the same may be amended, restated, or
otherwise modified in compliance with this Agreement.

     

    “Borrower
Representative” shall mean Sterling or any other Borrower identified as the
Borrower Representative in a written notice delivered to Agent and signed by
Borrowers.

     

    “Borrowers”
and “Borrower” shall have the meaning set forth in the Preamble to this
Agreement, and shall include each other Subsidiary of Sterling which shall join
into this Agreement as a Borrower hereunder, including but not limited to Road
and Highway Builders, LLC, a Nevada limited liability company (“RHBL”) and Road
and Highway Builders Inc., a Nevada corporation (“RHBI” and together with RHBL,
the “Target”) following the consummation of the Acquisition.

     

    “Business
Day” shall mean any day other than a Saturday or a Sunday on which commercial
banks are open for domestic and international business (including dealings in
foreign exchange) in Detroit, Michigan and New York, New York, and in the case
of a Business Day which relates to a Eurodollar-based Advance, on which dealings
are carried on in the London interbank eurodollar market.

     

    “Capitalized
Lease” shall mean, as applied to any Person, any lease of any property (whether
real, personal or mixed) with respect to which the discounted present value of
the rental obligations of such Person as lessee thereunder, in conformity with
GAAP, is required to be capitalized on the balance sheet of that
Person.

     

    “Collateral”
shall mean all property or rights in which a security interest, mortgage, lien
or other encumbrance for the benefit of the Lenders is or has been granted or
arises or has arisen, under or in connection with this Agreement, the other Loan
Documents, or otherwise to secure the Indebtedness.

     

    
      
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    “Collateral
Access Agreement” shall mean an agreement in form and substance satisfactory to
the Agent in its sole discretion, pursuant to which a mortgagee or lessor of
real property on which Collateral is stored or otherwise located, or a
warehouseman, processor or other bailee of inventory or other property owned by
any Credit Party, that acknowledges the Liens under the Collateral Documents and
subordinates or waives any Liens held by such Person on such property and,
includes such other agreements with respect to the Collateral as Agent may
require in its sole discretion, as the same may be amended, restated or
otherwise modified from time to time.

     

    “Collateral
Assignment” shall mean that certain Collateral Assignment of Purchase Agreement
dated as of the date hereof executed by Sterling for the benefit of Agent, as
the same may be amended, restated or otherwise modified from time to
time.

     

    “Collateral
Documents” shall mean the Security Agreement, the Pledge Agreements, the
Mortgages, the Collateral Assignment, the Escrow Agreement Acknowledgement, the
Collateral Access Agreements, the Joinder Agreement and all other security
documents (and any joinders thereto) executed by any Credit Party in favor of
the Agent on or after the Effective Date, in connection with any of the
foregoing collateral documents, in each case, as such collateral documents may
be amended or otherwise modified from time to time.

     

    “Comerica
Bank” shall mean Comerica Bank and its successors or assigns.

     

    “Comerica
Debt” shall mean the term loans owed by any of the Borrowers to Comerica Bank as
set forth on Schedule 1.4.

     

    “Comerica
Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated
as of the Effective Date between the Agent and Comerica Bank, as the same may be
amended, restated or otherwise modified from time to time.

     

    “Commitment
Letter” shall mean that certain Commitment Letter dated as of October 12, 2007
by and among Comerica Bank, Sterling, TSC and OMC.

     

    “Consolidated”
(or “consolidated”) or “Consolidating” (or “consolidating”) shall mean, when
used with reference to any financial term in this Agreement, the aggregate for
two or more Persons of the amounts signified by such term for all such Persons
determined on a consolidated (or consolidating) basis in accordance with GAAP,
applied on a consistent basis. Unless otherwise specified herein, “Consolidated”
and “Consolidating” shall refer to Sterling and its Subsidiaries, determined on
a Consolidated or Consolidating basis.

     

    “Cost”
shall mean the purchase price and all other costs related to the purchase of the
machinery and equipment by the Credit Parties which are eligible to be
capitalized under GAAP, including taxes, transportation, warranties, set-up
charges, instructions, license fees and other miscellaneous
amounts.

     

    
      
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    “Covenant
Compliance Report” shall mean the report to be furnished by Borrowers to the
Agent pursuant to Section 7.2(a) hereof, substantially in the form attached
hereto as Exhibit J and certified by a Responsible Officer of the Borrower
Representative, in which report Borrowers shall set forth the information
specified therein and which shall include a statement of then applicable level
for the Applicable Margin and Applicable Fee Percentages as specified in
Schedule 1.1 attached to this Agreement.

     

    “Credit
Parties” shall mean the Borrowers and their respective Subsidiaries, and “Credit
Party” shall mean any one of them, as the context indicates or otherwise
requires.

     

    “Current
Maturities of Long Term Debt” shall mean, at any given time, all principal and
interest payments required to be paid during the ensuing one year period from
such given time on all Debt having a maturity of greater than one
year.

     

    “Debt”
shall mean as to any Person, without duplication (a) all Funded Debt of a
Person, (b) all Guarantee Obligations of such Person, (c) all obligations of
such Person under conditional sale or other title retention agreements relating
to property or assets purchased by such Person, (d) all indebtedness of such
Person arising in connection with any Hedging Transaction entered into by such
Person, and (e) all recourse Debt of any partnership of which such Person is the
general partner.

     

    “Default”
shall mean any event that with the giving of notice or the passage of time, or
both, would constitute an Event of Default under this Agreement.

     

    “Distribution”
is defined in Section 8.5 hereof.

     

    “Dollars”
and the sign “$” shall mean lawful money of the United States of
America.

     

    “Domestic
Subsidiary” shall mean any Subsidiary of a Borrower incorporated or organized
under the laws of the United States of America, or any state or other political
subdivision thereof or which is considered to be a “disregarded entity” for
United States federal income tax purposes and which is not a “controlled foreign
corporation” as defined under Section 957 of the Internal Revenue Code, in each
case provided such Subsidiary is owned by a Borrower or a Domestic Subsidiary of
Borrower, and “Domestic Subsidiaries” shall mean any or all of
them.

     

    “EBITDA”
shall mean for any period, as determined in accordance with GAAP, Net Income for
such period plus, without
duplication and only to the extent reflected as a charge or reduction in the
statement of such Net Income for such period, the sum of (a) income tax expense,
(b) interest expense, (c) depreciation and amortization expense (including
amortized debt financing costs), (d) any extraordinary or non-recurring non-cash
expenses or losses, and any other non-cash expenses or losses approved by the
Majority Lenders, including non-cash losses on sales of assets outside the
ordinary course of business, minus, to the extent
included in consolidated Net Income for such period, any extraordinary or
non-recurring non-cash gains including non-cash gains on sales of assets outside
the ordinary course of business.

     

    “Effective
Date” shall mean the date on which all the conditions precedent set forth in
Sections 5.1 and 5.2 have been satisfied.

     

    “Electronic
Transmission” shall mean each document, instruction, authorization, file,
information and any other communication transmitted, posted or otherwise made or
communicated by e-mail or E-Fax, or otherwise to or from an E-System or other
equivalent service.

     

    
      
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    “Eligible
Assignee” shall mean (a) a Lender; (b) an Affiliate of a Lender; (c) any Person
(other than a natural person) that is or will be engaged in the business of
making, purchasing, holding or otherwise investing in commercial loans or
similar extensions of credit in the ordinary course of its business, provided
that such Person is administered or managed by a Lender, an Affiliate of a
Lender or an entity or Affiliate of an entity that administers or manages a
Lender; or (d) any other Person (other than a natural person) approved by the
(i) Agent (and in the case of an assignment of a commitment under the Revolving
Credit, the Issuing Lender and Swing Line Lender), and (ii) unless a Event of
Default has occurred and is continuing, the Borrower Representative (each such
approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include the
Borrowers, or any of the Borrowers’ Affiliates or Subsidiaries; and provided
further that notwithstanding clause (d)(ii) of this definition, no assignment
shall be made to an entity which is a competitor of any Credit Party without the
consent of the Borrower Representative, which consent may be withheld in its
sole discretion.

     

    “Equity
Interest” shall mean (i) in the case of any corporation, all capital stock and
any securities exchangeable for or convertible into capital stock, (ii) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents of corporate stock (however
designated) in or to such association or entity, (iii) in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distribution of assets of, the issuing Person, and including, in all of the
foregoing cases described in clauses (i), (ii), (iii) or (iv), any warrants,
rights or other options to purchase or otherwise acquire any of the interests
described in any of the foregoing cases.

     

    “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended, or
any successor act or code and the regulations in effect from time to time
thereunder.

     

    “E-System”
shall mean any electronic system and any other Internet or extranet-based site,
whether such electronic system is owned, operated or hosted by the Agent, any of
its Affiliates or any other Person, providing for access to data protected by
passcodes or other security system.

     

    “Escrow
Agreement Acknowledgement” shall mean that certain acknowledgment executed and
delivered by Sterling and Comerica Bank, as escrow agent for the benefit of the
Agent, acknowledging the assignment of Sterling’s rights under that certain
Escrow Agreement relating to the Acquisition.

     

    “Eurodollar-based
Advance” shall mean any Advance which bears interest at the Eurodollar-based
Rate.

     

    “Eurodollar-based
Rate” shall mean a per annum interest rate which is equal to the sum of (a) the
Applicable Margin, plus (b) the quotient of:

     

    (i)           the
per annum interest rate at which deposits in the relevant eurocurrency are
offered to Agent’s Eurodollar Lending Office by other prime banks in the
eurocurrency market in an amount comparable to the relevant Eurodollar-based
Advance and for a period equal to the relevant Eurodollar-Interest Period at
approximately 11:00 A.M. Detroit time two (2) Business Days prior to the first
day of such Eurodollar-Interest Period, divided by

     

    
      
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    (ii)           a
percentage equal to 100% minus the maximum rate on such date at which Agent is
required to maintain reserves on ‘Eurocurrency Liabilities’ as defined in and
pursuant to Regulation D of the Board of Governors of the Federal Reserve System
or, if such regulation or definition is modified, and as long as Agent is
required to maintain reserves against a category of liabilities which includes
eurocurrency deposits or includes a category of assets which includes
eurocurrency loans, the rate at which such reserves are required to be
maintained on such category,

     

    such sum
to be rounded upward, if necessary, to the nearest whole multiple of 1/100th of
1%.

     

    “Eurodollar-Interest
Period” shall mean, for any Eurodollar-based Advance, an Interest Period of one,
two, three or six months (or any shorter or longer periods agreed to in advance
by the Borrower Representative, Agent and the Lenders) as selected by Borrowers,
for such Eurodollar-based Advance pursuant to Section 2.3 or 4.4 hereof, as the
case may be.

     

    “Eurodollar
Lending Office” shall mean, (a) with respect to the Agent, Agent’s office
located at its Grand Caymans Branch or such other branch of Agent, domestic or
foreign, as it may hereafter designate as its Eurodollar Lending Office by
written notice to the Borrower Representative and the Lenders and (b) as to each
of the Lenders, its office, branch or affiliate located at its address set forth
on the signature pages hereof (or identified thereon as its Eurodollar Lending
Office), or at such other office, branch or affiliate of such Lender as it may
hereafter designate as its Eurodollar Lending Office by written notice to
Borrower Representative and Agent.

     

    “Event of
Default” shall mean each of the Events of Default specified in Section 9.1
hereof.

     

    “Existing
Letters of Credit” shall mean the Letters of Credit set forth on Schedule
1.5.

     

    “Federal
Funds Effective Rate” shall mean, for any day, a fluctuating interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by Agent
from three Federal funds brokers of recognized standing selected by Agent, all
as conclusively determined by the Agent, such sum to be rounded upward, if
necessary, to the nearest whole multiple of 1/100th of 1%.

     

    “Fee
Letter” shall mean the fee letter by and among Sterling, TSC, OMC and Comerica
Bank dated as of October 12, 2007 relating to the Indebtedness hereunder, as
amended, restated, replaced or otherwise modified from time to
time.

     

    
      
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    “Fees”
shall mean the Revolving Credit Facility Fee, the Letter of Credit Fees and the
other fees and charges (including any agency fees) payable by Borrowers to the
Lenders, the Issuing Lender or Agent hereunder or under the Fee
Letter.

     

    “Final
Maturity Date” shall mean the Revolving Credit Maturity Date.

     

    “Fiscal
Year” shall mean the twelve-month period ending on each December
31.

     

    “Fixed
Charge Coverage Ratio” shall mean as of any date of determination a ratio the
numerator of which is EBITDA for the Applicable Measuring Period, minus cash taxes and
cash tax distributions with respect to such period and the denominator of which
is the sum of Current Maturities of Long Term Debt plus interest paid
during the trailing twelve month period, plus twenty-five
percent (25%) of the daily average total non-amortizing debt during the trailing
twelve month period.

     

    “Foreign
Subsidiary” shall mean any Subsidiary, other than a Domestic Subsidiary, and
“Foreign Subsidiaries” shall mean any or all of them.

     

    “Funded
Debt” of any Person shall mean, without duplication, (a) all indebtedness of
such Person for borrowed money or for the deferred purchase price of property or
services as of such date (other than operating leases and trade liabilities
incurred in the ordinary course of business and payable in accordance with
customary practices) or which is evidenced by a note, bond, debenture or similar
instrument, (b) the principal component of all obligations of such Person under
Capitalized Leases, (c) all reimbursement obligations (actual, contingent or
otherwise) of such Person in respect of letters of credit, bankers acceptances
or similar obligations issued or created for the account of such Person, (d) all
liabilities of the type described in (a), (b) and (c) above that are secured by
any Liens on any property owned by such Person as of such date even though such
Person has not assumed or otherwise become liable for the payment thereof, the
amount of which is determined in accordance with GAAP but excluding accrued
liabilities or deferred charges as defined under GAAP except as specifically
included in clauses (a), (b), (c) and (d) of this definition; provided however
that so long as such Person is not personally liable for any such liability, the
amount of such liability shall be deemed to be the lesser of the fair market
value at such date of the property subject to the Lien securing such liability
and the amount of the liability secured, and (e) all Guarantee Obligations in
respect of any liability which constitutes Funded Debt; provided, however that
Funded Debt shall not include any indebtedness under any Hedging Transaction
prior to the occurrence of a termination event with respect
thereto.

     

    “GAAP”
shall mean, as of any applicable date of determination, generally accepted
accounting principles in the United States of America, as applicable on such
date, consistently applied, as in effect from time to time.

     

    “Governmental
Obligations” means noncallable direct general obligations of the United States
of America or obligations the payment of principal of and interest on which is
unconditionally guaranteed by the United States of America.

     

    
      
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    “Guarantee
Obligation” shall mean as to any Person (the “guaranteeing person”) any
obligation of the guaranteeing Person in respect of any obligation of another
Person (the “primary obligor”) (including, without limitation, any bank under
any letter of credit), the creation of which was induced by a reimbursement
agreement, guaranty agreement, keepwell agreement, purchase agreement,
counterindemnity or similar obligation issued by the guaranteeing person, in
either case guaranteeing or in effect guaranteeing any Debt, leases, dividends
or other obligations (the “primary obligations”) of the primary obligor in any
manner, whether directly or indirectly, including, without limitation, any
obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any such primary obligation or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) 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 or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person’s maximum reasonably
anticipated liability in respect thereof as determined by the applicable Person
in good faith.

     

    “Guarantor(s)”
shall mean each Subsidiary of any Borrower which has executed and delivered to
the Agent a Guaranty (or a joinder to a Guaranty), and a Security Agreement (or
a joinder to the Security Agreement).

     

    “Guaranty”
shall mean, collectively, any guaranty agreements executed and delivered from
time to time after the Effective Date (whether by execution of joinder
agreements or otherwise) pursuant to Section 7.13 hereof or otherwise, as
amended, restated or otherwise modified from time to time.

     

    “Hazardous
Material” shall mean any hazardous or toxic waste, substance or material defined
or regulated as such in or for purposes of the Hazardous Material
Laws.

     

    “Hazardous
Material Law(s)” shall mean all laws, codes, ordinances, rules, regulations and
other governmental restrictions and requirements issued by any federal, state,
local or other governmental or quasi-governmental authority or body (or any
agency, instrumentality or political subdivision thereof) pertaining to any
substance or material which is regulated for reasons of health, safety or the
environment and which is present or alleged to be present on or about or used in
any facilities owned, leased or operated by any Credit Party, or any portion
thereof including, without limitation, those relating to soil, surface,
subsurface ground water conditions and the condition of the indoor and outdoor
ambient air; any so-called “superfund” or “superlien” law; and any other United
States federal, state or local statute, law, ordinance, code, rule, regulation,
order or decree regulating, relating to, or imposing liability or standards of
conduct concerning, any Hazardous Material, as now or at any time during the
term of the Agreement in effect.

     

    
      
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    “Hedging
Agreement” shall mean any agreement relating to a Hedging Transaction entered
into between a Borrower and any Lender or an Affiliate of a Lender.

     

    “Hedging
Transaction” means each interest rate swap transaction, basis swap transaction,
forward rate transaction, equity transaction, equity index transaction, foreign
exchange transaction, cap transaction, floor transaction or commodities hedge
(including any option with respect to any of these transactions and any
combination of any of the foregoing).

     

    “Hereof”,
“hereto”, “hereunder” and similar terms shall refer to this Agreement and not to
any particular paragraph or provision of this Agreement.

     

    “Income
Taxes” shall mean for any period the aggregate amount of taxes based on income
or profits for such period with respect to the operations of Sterling and its
Subsidiaries (including, without limitation, all corporate franchise, capital
stock, net worth and value-added taxes assessed by state and local governments)
determined in accordance with GAAP on a Consolidated basis (to the extent such
income and profits were included in computing Consolidated Net
Income).

     

    “Indebtedness”
shall mean all indebtedness and liabilities (including without limitation
principal, interest (including without limitation interest accruing at the then
applicable rate provided in this Agreement or any other applicable Loan Document
after the Final Maturity Date and interest accruing at the then applicable rate
provided in this Agreement or any other applicable Loan Document after the
filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Credit Parties whether or not
a claim for post-filing or post-petition interest is allowed in such
proceeding), fees, expenses and other charges) arising under this Agreement or
any of the other Loan Documents, whether direct or indirect, absolute or
contingent, of any Credit Party to any of the Lenders or Affiliates thereof or
to the Agent, in any manner and at any time, whether arising under this
Agreement, the Guaranty or any of the other Loan Documents (including without
limitation, payment obligations under Hedging Transactions evidenced by Hedging
Agreements, provided that the payment obligations under commodities Hedging
Transactions evidenced by Hedging Agreements that are deemed “Indebtedness”
hereunder and entitled to the benefit of the Liens granted under the Collateral
Documents (the “Lender Commodities Hedging Transactions”) (a) shall not exceed
$500,000 in aggregate amount and (b) shall be provided by only one Lender at a
time, which Lender (the “Designated Lender”) shall be designated in a notice
from the Borrower Representative to the Agent, provided, further, that the
Borrowers may select a new Designated Lender from time to time upon notice to
the Agent so long as no payment obligations remain outstanding to the then
current Designated Lender under any Lender Commodities Hedging Transaction), due or hereafter
to become due, now owing or that may hereafter be incurred by any Credit Party
to any of the Lenders or Affiliates thereof or to the Agent, and which shall be
deemed to include protective advances made by Agent with respect to the
Collateral under or pursuant to the terms of any Loan Document and any
liabilities of any Credit Party to Agent or any Lender arising in connection
with any Lender Products, in each case whether or not reduced to judgment, with
interest according to the rates and terms specified, and any and all
consolidations, amendments, renewals, replacements, substitutions or extensions
of any of the foregoing; provided, however that for purposes of calculating the
Indebtedness outstanding under this Agreement or any of the other Loan
Documents, the direct and indirect and absolute and contingent obligations of
the Credit Parties (whether direct or contingent) shall be determined without
duplication.

     

    
      
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    “Intercompany
Note” shall mean any promissory note issued or to be issued by any Credit Party
to evidence an intercompany loan in form and substance satisfactory to
Agent.

     

    “Interest
Period” shall mean (a) with respect to a Eurodollar-based Advance, a
Eurodollar-Interest Period, commencing on the day a Eurodollar-based Advance is
made, or on the effective date of an election of the Eurodollar-based Rate made
under Section 2.3 or 4.4 hereof, and (b) with respect to a Swing Line Advance
carried at the Quoted Rate, an interest period of 30 days (or any lesser number
of days agreed to in advance by the Borrower Representative, Agent and the Swing
Line Lender); provided, however that (i) any Interest Period which would
otherwise end on a day which is not a Business Day shall end on the next
succeeding Business Day, except that as to an Interest Period in respect of a
Eurodollar-based Advance, if the next succeeding Business Day falls in another
calendar month, such Interest Period shall end on the next preceding Business
Day, (ii) when an Interest Period in respect of a Eurodollar-based Advance
begins on a day which has no numerically corresponding day in the calendar month
during which such Interest Period is to end, it shall end on the last Business
Day of such calendar month, and (iii) no Interest Period in respect of any
Advance shall extend beyond the Revolving Credit Maturity Date.

     

    “Internal
Revenue Code” shall mean the Internal Revenue Code of 1986 of the United States
of America, as amended from time to time, and the regulations promulgated
thereunder.

     

    “Investment”
shall mean, when used with respect to any Person, (a) any loan, investment or
advance made by such Person to any other Person (including, without limitation,
any Guarantee Obligation) in respect of any Equity Interest, Debt, obligation or
liability of such other Person and (b) any other investment made by such Person
(however acquired) in Equity Interests in any other Person, including, without
limitation, any investment made in exchange for the issuance of Equity Interest
of such Person and any investment made as a capital contribution to such other
Person.

     

    “Issuing
Lender” shall mean Comerica Bank in its capacity as issuer of one or more
Letters of Credit hereunder, or its successor designated by the Revolving Credit
Lenders.

     

    “Issuing
Office” shall mean such office as Issuing Lender shall designate as its Issuing
Office.

     

    “Joinder
Agreement” means that certain Joinder Agreement in the form attached hereto as
Exhibit G, executed and delivered by Target and dated as of the Effective Date,
as the same may be amended, restated or otherwise modified.

     

    “Lender
Products” shall mean any one or more of the following types of services or
facilities extended to the Credit Parties by any Lender: (i) credit cards, (ii)
credit card processing services, (iii) debit cards, (iv) purchase cards, (v)
Automated Clearing House (ACH) transactions, (vi) cash management, including
controlled disbursement services, and (vii) establishing and maintaining deposit
accounts.

     

    
      
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    “Lenders”
shall have the meaning set forth in the preamble, and shall include the
Revolving Credit Lenders, the Swing Line Lender and any assignee which becomes a
Lender pursuant to Section 13.8 hereof.

     

    “Letter
of Credit Agreement” shall mean, collectively, the letter of credit application
and related documentation executed and/or delivered by the Borrowers in respect
of each Letter of Credit, in each case satisfactory to the Issuing Lender, as
amended, restated or otherwise modified from time to time.

     

    “Letter
of Credit Documents” shall have the meaning ascribed to such term in Section
3.7(a) hereof.

     

    “Letter
of Credit Fees” shall mean the fees payable in connection with Letters of Credit
pursuant to Section 3.4(a) and (b) hereof.

     

    “Letter
of Credit Maximum Amount” shall mean Two Million Five Hundred Thousand Dollars
($2,500,000).

     

    “Letter
of Credit Obligations” shall mean at any date of determination, the sum of (a)
the aggregate undrawn amount of all Letters of Credit then outstanding, and (b)
the aggregate amount of Reimbursement Obligations which remain unpaid as of such
date.

     

    “Letter
of Credit Payment” shall mean any amount paid or required to be paid by the
Issuing Lender in its capacity hereunder as issuer of a Letter of Credit as a
result of a draft or other demand for payment under any Letter of
Credit.

     

    “Letter(s)
of Credit” shall mean any standby letters of credit issued by Issuing Lender at
the request of or for the account of Borrowers (or any of them) pursuant to
Article 3 hereof, and shall include all Existing Letters of Credit, which shall
be deemed “Letters of Credit” as defined in this Agreement for all purposes of
this Agreement and the related Loan Documents, and which shall be secured by all
the Collateral Documents.

     

    “Leverage
Ratio” shall mean as of any date of determination, a ratio the numerator of
which is Funded Debt of Sterling and its Consolidated Subsidiaries as of such
date and the denominator of which is EBITDA for the Applicable Measuring Period
as of such date, in each case as determined in accordance with
GAAP.

     

    “Liberty
Mutual Indemnity Agreement” shall mean that certain General Agreement of
Indemnity by RHBL and the Sellers for the benefit of Liberty Mutual Insurance
Company, Employers Insurance Company of Wausau, Peerless Insurance Company and
any other company that is part of the Liberty Mutual Group dated as of November
15, 2006.

     

    “Lien”
shall mean any security interest in or lien on or against any property arising
from any pledge, assignment, hypothecation, mortgage, security interest, deposit
arrangement, trust receipt, conditional sale or title retaining contract, sale
and leaseback transaction, Capitalized Lease, consignment or bailment for
security, or any other type of lien, charge, encumbrance, title exception,
preferential or priority arrangement affecting property (including with respect
to stock, any stockholder agreements, voting rights agreements, buy-back
agreements and all similar arrangements), whether based on common law or
statute.

     

    
      
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    “Loan
Documents” shall mean, collectively, this Agreement, the Notes (if issued), the
Letter of Credit Agreements, the Letters of Credit, the Guaranty, the
Subordination Agreements, the Comerica Intercreditor Agreement, the Collateral
Documents, each Hedging Agreement, and any other documents, certificates or
agreements that are executed and required to be delivered pursuant to any of the
foregoing documents, as such documents may be amended, restated or otherwise
modified from time to time.

     

    “Majority
Lenders” shall mean at any time (a) so long as the Revolving Credit Aggregate
Commitment has not been terminated, Lenders holding more than 50.0% of the sum
of (i) the Revolving Credit Aggregate Commitment and (b) if the Revolving Credit
Aggregate Commitment has been terminated (whether by maturity, acceleration or
otherwise), Lenders holding more than 50.0% of the aggregate principal amount
then outstanding under the Revolving Credit; provided that, for purposes of
determining Majority Lenders hereunder, the Letter of Credit Obligations and
principal amount outstanding under the Swing Line shall be allocated among the
Revolving Credit Lenders based on their respective Revolving Credit Percentages;
provided further that so long as there are fewer than three Lenders, considering
any Lender and its Affiliates as a single Lender, “Majority Lenders” shall mean
all Lenders.

     

    “Majority
Revolving Credit Lenders” shall mean Majority Lenders.

     

    “Material
Adverse Effect” shall mean a material adverse effect on (a) the condition (financial or
otherwise), business, performance, operations, properties or prospects of the
Credit Parties taken as a whole, (b) the ability of any Credit Party to
perform its obligations under this Agreement, the Notes (if issued) or any other
Loan Document to which it is a party, or (c) the validity or enforceability of
this Agreement, any of the Notes (if issued) or any of the other Loan Documents
or the rights or remedies of the Agent or the Lenders hereunder or
thereunder.

     

     “Mortgages”
shall mean the mortgages, deeds of trust and any other similar documents related
thereto or required thereby executed and delivered by a Credit Party on the
Effective Date pursuant to Section 5.1 hereof, if any, and executed and
delivered after the Effective Date by a Credit Party pursuant to Section 7.13
hereof or otherwise, and “Mortgage” shall mean any such document, as such
documents may be amended, restated or otherwise modified from time to
time.

     

    “Multiemployer
Plan” shall mean a Pension Plan which is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

     

    “OMC”
shall have the meaning set forth in Preamble to this Agreement.

     

    “Net
Income” shall mean for any period of determination the net income (or loss) of
the Sterling and its Consolidated Subsidiaries for such period, as determined in
accordance with GAAP.”

     

    
      
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    “Notes”
shall mean the Revolving Credit Notes and the Swing Line Note.

     

    “PBGC”
shall mean the Pension Benefit Guaranty Corporation or any successor
thereto.

     

    “Pension
Plan” shall mean any plan established and maintained by a Credit Party, or
contributed to by a Credit Party, which is qualified under Section 401(a) of the
Internal Revenue Code and subject to the minimum funding standards of Section
412 of the Internal Revenue Code.

     

    “Percentage”
shall mean the Revolving Credit Percentage.

     

    “Permitted
Acquisition” shall mean any acquisition by any Borrower or any Guarantor of all
or substantially all of the assets of another Person, or of a division or line
of business of another Person, or any Equity Interests of another Person which
satisfies and/or is conducted in accordance with the following
requirements:

     

    
      	
               
      

            	
              (a)

            	
              Such
      acquisition is of a business or Person engaged in a line of business which
      is compatible with, or complementary to, the business of the Borrowers or
      such Guarantor;

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      such acquisition is structured as an acquisition of the Equity Interests
      of any Person, then the Person so acquired shall (X) become a direct
      Subsidiary of a Borrower or of a Guarantor and the applicable Borrower or
      the applicable Guarantor shall cause such acquired Person to comply with
      Section 7.13 hereof, provided, further, that after such acquisition the
      Person so acquired shall be consolidated in accordance with GAAP with
      Sterling and its other Consolidated Subsidiaries or (Y) provided that the
      Credit Parties continue to comply with Section 7.4(a) hereof, be merged
      with and into such a Borrower or such a Guarantor (and, in the case of
      such a Borrower, with the applicable Borrower being the surviving
      entity);

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      such acquisition is structured as the acquisition of assets, such assets
      shall be acquired directly by a Borrower or a Guarantor (subject to
      compliance with Section 7.4(a)
hereof);

            


    

     

    
      	
               
      

            	
              (d)

            	
              Borrowers
      shall have delivered to Agent not less than ten (10) (or such shorter
      period of time agreed to by the Agent) nor more than ninety (90) days
      prior to the date of such acquisition, notice of such acquisition together
      with Pro Forma Projected Financial Information, copies of all material
      documents relating to such acquisition (including the acquisition
      agreement and any related document), and historical financial information
      (including income statements, balance sheets and cash flows) covering at
      least two (2) complete Fiscal Years of the acquisition target, if
      available, prior to the effective date of the acquisition or the entire
      credit history of the acquisition target, whichever period is shorter, in
      each case in form and substance reasonably satisfactory to the
      Agent;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Both
      immediately before and after the consummation of such acquisition and
      after giving effect to the Pro Forma Projected Financial Information, no
      Default or Event of Default shall have occurred and be
      continuing;

            


    

     

    
      
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              (f)

            	
              Intentionally
      omitted;

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      board of directors (or other Person(s) exercising similar functions) of
      the seller of the assets or issuer of the Equity Interests being acquired
      shall not have disapproved such transaction or recommended that such
      transaction be disapproved;

            


    

     

    
      	
               
      

            	
              (h)

            	
              All
      governmental, quasi-governmental, agency, regulatory or similar licenses,
      authorizations, exemptions, qualifications, consents and approvals
      necessary under any laws applicable to the Borrower or Guarantor that is
      making the acquisition, or the acquisition target (if applicable) for or
      in connection with the proposed acquisition and all necessary
      non-governmental and other third-party approvals which, in each case, are
      material to such acquisition shall have been obtained, and all necessary
      or appropriate declarations, registrations or other filings with any
      court, governmental or regulatory authority, securities exchange or any
      other Person, which in each case, are material to the consummation of such
      acquisition or to the acquisition target, if applicable, have been made,
      and evidence thereof reasonably satisfactory in form and substance to
      Agent shall have been delivered, or caused to have been delivered, by
      Borrowers to Agent;

            


    

     

    
      	
               
      

            	
              (i)

            	
              There
      shall be no actions, suits or proceedings pending or, to the knowledge of
      any Credit Party threatened against or affecting the acquisition target in
      any court or before or by any governmental department, agency or
      instrumentality, which could reasonably be expected to be decided
      adversely to the acquisition target and which, if decided adversely, could
      reasonably be expected to have a material adverse effect on the business,
      operations, properties or financial condition of the acquisition target
      and its subsidiaries (taken as a whole) or would materially adversely
      affect the ability of the acquisition target to enter into or perform its
      obligations in connection with the proposed acquisition, nor shall there
      be any actions, suits, or proceedings pending, or to the knowledge of any
      Credit Party threatened against the Credit Party that is making the
      acquisition which would materially adversely affect the ability of such
      Credit Party to enter into or perform its obligations in connection with
      the proposed acquisition; and

            


    

     

    
      	
               
      

            	
              (j)

            	
              The
      purchase price of such proposed new acquisition, computed on the basis of
      total acquisition consideration paid or incurred, or required to be paid
      or incurred, with respect thereto, including the amount of Debt (such Debt
      being otherwise permitted under this Agreement) assumed or to which such
      assets, businesses or business or Equity Interests, or any Person so
      acquired is subject and including any portion of the purchase price
      allocated to any non-compete agreements, (X) is less than Five Million
      Dollars ($5,000,000), (Y) when added to the purchase price for each other
      acquisition consummated hereunder as a Permitted Acquisition during the
      same Fiscal Year as the applicable acquisition (not including acquisitions
      specifically consented to which fall outside of the terms of this
      definition), does not exceed Ten Million Dollars ($10,000,000) and (Z)
      when added to the purchase price for each other acquisition consummated
      hereunder as a Permitted Acquisition during the term of this agreement
      (not including acquisitions specifically consented to which fall outside
      the terms of this definition), does not exceed Ten Million Dollars
      ($10,000,000).

            


    

     

    
      
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    “Permitted
Investments” shall mean with respect to any Person:

     

    
      	
               
      

            	
              (a)

            	
              Governmental
      Obligations;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Obligations
      of a state or commonwealth of the United States or the obligations of the
      District of Columbia or any possession of the United States, or any
      political subdivision of any of the foregoing, which are described in
      Section 103(a) of the Internal Revenue Code and are graded in any of the
      highest three (3) major grades as determined by at least one Rating
      Agency; or secured, as to payments of principal and interest, by a letter
      of credit provided by a financial institution or insurance provided by a
      bond insurance company which in each case is itself or its debt is rated
      in one of the highest three (3) major grades as determined by at least one
      Rating Agency;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Banker’s
      acceptances, commercial accounts, demand deposit accounts, certificates of
      deposit, other time deposits or depository receipts issued by or
      maintained with any Lender or any Affiliate thereof, or any bank, trust
      company, savings and loan association, savings bank or other financial
      institution whose deposits are insured by the Federal Deposit Insurance
      Corporation and whose reported capital and surplus equal at least
      $250,000,000, provided that such minimum capital and surplus requirement
      shall not apply to demand deposit accounts maintained by any Credit Party
      in the ordinary course of business;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Commercial
      paper rated at the time of purchase within the two highest classifications
      established by not less than two Rating Agencies, and which matures within
      270 days after the date of issue;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Secured
      repurchase agreements against obligations itemized in paragraph (a) above,
      and executed by a bank or trust company or by members of the association
      of primary dealers or other recognized dealers in United States government
      securities, the market value of which must be maintained at levels at
      least equal to the amounts advanced;
and

            


    

     

    
      
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              (f)

            	
              Any
      fund or other pooling arrangement which exclusively purchases and holds
      the investments itemized in (a) through (e)
  above.

            


    

     

    “Permitted
Liens” shall mean with respect to any Person:

     

    
      	
               
      

            	
              (a)

            	
              Liens
      for (i) taxes or governmental assessments or charges or (ii) customs
      duties in connection with the importation of goods to the extent such
      Liens attach to the imported goods that are the subject of the duties, in
      each case (x) to the extent not yet due, (y) as to which the period of
      grace, if any, related thereto has not expired or (z) which are being
      contested in good faith by appropriate proceedings, provided that in the
      case of any such contest, any proceedings for the enforcement of such
      liens have been suspended and adequate reserves with respect thereto are
      maintained on the books of such Person in conformity with
      GAAP;

            


    

     

    
      	
               
      

            	
              (b)

            	
              carriers’,
      warehousemen’s, mechanics’, materialmen’s, repairmen’s, processor’s,
      landlord’s liens or other like liens arising in the ordinary course of
      business which secure obligations that are not overdue for a period of
      more than 30 days or which are being contested in good faith by
      appropriate proceedings, provided that in the case of any such contest,
      (x) any proceedings commenced for the enforcement of such Liens have been
      suspended and (y) appropriate reserves with respect thereto are maintained
      on the books of such Person in conformity with
  GAAP;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      attachment or judgment lien that remains unpaid, unvacated, unbonded or
      unstayed by appeal or otherwise for a period ending on the earlier of (i)
      thirty (30) consecutive days from the date of its attachment or entry (as
      applicable) or (ii) the commencement of enforcement steps with respect
      thereto, other than the filing of notice thereof in the public
      record;

            


    

     

    
      	
               
      

            	
              (d)

            	
              minor
      survey exceptions or minor encumbrances, easements or reservations, or
      rights of others for rights-of-way, utilities and other similar purposes,
      or zoning or other restrictions as to the use of real properties, or any
      interest of any lessor or sublessor under any lease permitted hereunder
      which, in each case, does not materially interfere with the business of
      such Person;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Liens
      arising in connection with worker’s compensation, unemployment insurance,
      old age pensions and social security benefits and similar statutory
      obligations (excluding Liens arising under ERISA), provided that no
      enforcement proceedings in respect of such Liens are pending and
      provisions have been made for the payment of such liens on the books of
      such Person as may be required by GAAP;
and

            


    

     

    
      	
               
      

            	
              (f)

            	
              continuations
      of Liens that are permitted under subsections (a)-(e) hereof, provided
      such continuations do not violate the specific time periods set forth in
      subsections (b) and (c) and provided further that such Liens do not extend
      to any additional property or assets of any Credit Party or secure any
      additional obligations of any Credit
Party.

            


    

     

    
      
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    Regardless
of the language set forth in this definition, no Lien over the Equity Interests
of any Credit Party granted to any Person other than to Agent for the benefit of
the Lenders shall be deemed a “Permitted Lien” under the terms of this
Agreement.

     

    “Person”
shall mean a natural person, corporation, limited liability company,
partnership, limited liability partnership, trust, incorporated or
unincorporated organization, joint venture, joint stock company, firm or
association or a government or any agency or political subdivision thereof or
other entity of any kind.

     

    “Pledge
Agreement(s)” shall mean any pledge agreement executed and delivered by a Credit
Party on the Effective Date pursuant to Section 5.1 hereof, if any, and executed
and delivered from time to time after the Effective Date by any Credit Party
pursuant to Section 7.13 hereof or otherwise, and any agreements, instruments or
documents related thereto, in each case in form and substance satisfactory to
Agent amended, restated or otherwise modified from time to time.

     

    “Pricing
Leverage Ratio” shall mean as of any date of determination, a ratio the
numerator of which is Average Total Debt of Sterling and its Consolidated
Subsidiaries as of such date minus cash and cash equivalents of Sterling and its
Consolidated Subsidiaries and the denominator of which is EBITDA for the
Applicable Measuring Period as of such date, in each case as determined in
accordance with GAAP.

     

    “Prime-based
Advance” shall mean an Advance which bears interest at the Prime-based
Rate.

     

    “Prime-based
Rate” shall mean, for any day, that rate of interest which is equal to the sum
of the Applicable Margin plus the greater of (i) the Prime Rate, and (ii) the
Alternate Base Rate.

     

    “Prime
Rate” shall mean the per annum rate of interest announced by the Agent, at its
main office from time to time as its “prime rate” (it being acknowledged that
such announced rate may not necessarily be the lowest rate charged by the Agent
to any of its customers), which Prime Rate shall change simultaneously with any
change in such announced rate.

     

    “Pro
Forma Projected Financial Information” shall mean, as to any proposed
acquisition, a statement executed by the Borrower undertaking the acquisition
(supported by reasonable detail) setting forth the total consideration to be
paid or incurred in connection with the proposed acquisition, and pro forma
combined projected financial information for the Credit Parties and the
acquisition target (if applicable), consisting of projected balance sheets as of
the proposed effective date of the acquisition and as of the end of at least the
next succeeding two (2) Fiscal Years following the acquisition and projected
statements of income and cash flows for each of those years, including
sufficient detail to permit calculation of the ratios described in Section 7.9
hereof, as projected as of the effective date of the acquisition and as of the
ends of those Fiscal Years and accompanied by (i) a statement setting forth a
calculation of the ratio so described, (ii) a statement in reasonable detail
specifying all material assumptions underlying the projections and (iii) such
other information as the Agent or the Lenders shall reasonably
request.

     

    
      
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    “Purchasing
Lender” shall have the meaning set forth in Section 13.12.

     

    “Quoted
Rate” shall mean the rate of interest per annum offered by the Swing Line Lender
in its sole discretion with respect to a Swing Line Advance and accepted by the
Borrowers.

     

    “Quoted
Rate Advance” means any Swing Line Advance which bears interest at the Quoted
Rate.

     

    “Rating
Agency” shall mean Moody’s Investor Services, Inc., Standard and Poor’s Ratings
Services, their respective successors or any other nationally recognized
statistical rating organization which is acceptable to the Agent.

     

    “Register”
is defined in Section 13.8(g) hereof.

     

    “Reimbursement
Obligation(s)” shall mean the aggregate amount of all unreimbursed drawings
under all Letters of Credit (excluding for the avoidance of doubt, reimbursement
obligations that are deemed satisfied pursuant to a deemed disbursement under
Section 3.6(a)).

     

    “Request
for Advance” shall mean a Request for Revolving Credit Advance or a Request for
Swing Line Advance, as the context may indicate or otherwise
require.

     

    “Request
for Revolving Credit Advance” shall mean a request for a Revolving Credit
Advance issued by the Borrowers under Section 2.3 of this Agreement in the form
attached hereto as Exhibit A.

     

    “Request
for Swing Line Advance” shall mean a request for a Swing Line Advance issued by
the Borrowers under Section 2.5(b) of this Agreement in the form attached hereto
as Exhibit D.

     

    “Requirement
of Law” shall mean as to any Person, the certificate of incorporation and
bylaws, the partnership agreement or other organizational or governing documents
of such Person and any law, treaty, rule or regulation or determination of an
arbitration or a court or other governmental authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

     

    “Responsible
Officer” shall mean, with respect to any Person, the chief executive officer,
chief financial officer, treasurer, president or controller of such Person, or
with respect to compliance with financial covenants, the chief financial officer
or the treasurer of such Person, or any other officer of such Person having
substantially the same authority and responsibility.

     

    
      
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    “Revolving
Credit” shall mean the revolving credit loans to be advanced to Borrowers by the
applicable Revolving Credit Lenders pursuant to Article 2 hereof, in an
aggregate amount (subject to the terms hereof), not to exceed, at any one time
outstanding, the Revolving Credit Aggregate Commitment.

     

    “Revolving
Credit Advance” shall mean a borrowing requested by Borrowers and made by the
Revolving Credit Lenders under Section 2.1 of this Agreement, including without
limitation any readvance, refunding or conversion of such borrowing pursuant to
Section 2.3 hereof and any deemed disbursement of an Advance in respect of a
Letter of Credit under Section 3.6(a) hereof, and may include, subject to the
terms hereof, Eurodollar-based Advances and Prime-based Advances.

     

    “Revolving
Credit Aggregate Commitment” shall mean Seventy-Five Million Dollars
($75,000,000), subject to reduction or termination under Sections 2.11 or 9.2
hereof.

     

    “Revolving
Credit Commitment Amount” shall mean with respect to any Revolving Credit
Lender, (i) if the Revolving Credit Aggregate Commitment has not been
terminated, the amount specified opposite such Revolving Credit Lender’s name in
the column entitled “Revolving Credit Commitment Amount” on Schedule 1.2, as
adjusted from time to time in accordance with the terms hereof; and (ii) if the
Revolving Credit Aggregate Commitment has been terminated (whether by maturity,
acceleration or otherwise), the amount equal to its Percentage of the aggregate
principal amount outstanding under the Revolving Credit (including the
outstanding Letter of Credit Obligations and any outstanding Swing Line
Advances).

     

    “Revolving
Credit Facility Fee” shall mean the fee payable to Agent for distribution to the
Revolving Credit Lenders in accordance with Section 2.9 hereof.

     

    “Revolving
Credit Lenders” shall mean the financial institutions from time to time parties
hereto as lenders of the Revolving Credit.

     

    “Revolving
Credit Maturity Date” shall mean the earlier to occur of (i) October 31, 2012,
and (ii) the date on which the Revolving Credit Aggregate Commitment shall
terminate in accordance with the provisions of this Agreement.

     

    “Revolving
Credit Notes” shall mean the revolving credit notes described in Section 2.2
hereof, made by Borrowers to each of the Revolving Credit Lenders in the form
attached hereto as Exhibit B, as such notes may be amended or supplemented from
time to time, and any other notes issued in substitution, replacement or renewal
thereof from time to time.

     

    “Revolving
Credit Percentage” means, with respect to any Revolving Credit Lender, the
percentage specified opposite such Revolving Credit Lender’s name in the column
entitled “Revolving Credit Percentage” on Schedule 1.2, as adjusted from time to
time in accordance with the terms hereof.

     

    “RHBL”
shall have the meaning set forth in the definition of “Borrowers” in this
Agreement.

     

    “RHBI”
shall have the meaning set forth in the definition of “Borrowers” in this
Agreement.

     

    “Security
Agreement” shall mean, collectively, the security agreement(s) executed and
delivered by Borrowers and the Guarantors on the Effective Date pursuant to
Section 5.1 hereof, and any such agreements executed and delivered after the
Effective Date (whether by execution of a joinder agreement to any existing
security agreement or otherwise) pursuant to Section 7.13 hereof or otherwise,
in the form of the Security Agreement attached hereto as Exhibit F, as amended,
restated or otherwise modified from time to time.

     

    
      
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    “Sellers”
shall mean Mr. Richard Buenting and Fisher Sand & Gravel Co.

     

    “Sterling”
shall have the meaning set forth in the Preamble to this Agreement.

     

    “Subordinated
Debt” shall mean any Funded Debt of any Credit Party and other obligations under
the Subordinated Debt Documents and any other Funded Debt of any Credit Party,
the terms of which are acceptable to the Agent and which has been subordinated
in right of payment and priority to the Indebtedness, all on terms and
conditions satisfactory to the Agent.

     

    “Subordinated
Debt Documents” shall mean and include any documents evidencing any Subordinated
Debt, in each case, as the same may be amended, modified, supplemented or
otherwise modified from time to time in compliance with the terms of this
Agreement.

     

    “Subordination
Agreements” shall mean any subordination agreements entered into by any Person
from time to time in favor of Agent in connection with any Subordinated Debt,
the terms of which are acceptable to the Agent, in each case as the same may be
amended, restated or otherwise modified from time to time, and “Subordination
Agreement” shall mean any one of them.

     

    “Subsidiary(ies)”
shall mean any other corporation, association, joint stock company, business
trust, limited liability company, partnership or any other business entity of
which more than fifty percent (50%) of the outstanding voting stock, share
capital, membership, partnership or other interests, as the case may be, is
owned either directly or indirectly by any Person or one or more of its
Subsidiaries, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by any Person and/or its
Subsidiaries. Unless otherwise specified to the contrary herein or the context
otherwise requires, Subsidiary(ies) shall refer to the Subsidiary(ies) of
Sterling.

     

    “Surety
Agreement(s)” shall mean the Travelers Indemnity Agreement, the Liberty Mutual
Indemnity Agreement, and any other surety indemnity agreement which contains
substantially similar terms and conditions as the Travelers Indemnity Agreement
and which is for the benefit of a surety company that has been rated by A.M.
Best (or another generally accepted rating company) with a financial strength
rating and issuer credit ratings comparable to or better than Travelers Casualty
and Surety Company of America and which surety company has delivered a “comfort
letter” to Agent which is substantially similar to the letter delivered pursuant
to Section 5.1(a)(iii) hereof.

     

    “Sweep
Agreement” means any agreement relating to the “Sweep to Loan” automated system
of the Agent or any other cash management arrangement which any Borrower and the
Agent have executed for the purposes of effecting the borrowing and repayment of
Swing Line Advances.

     

    “Swing
Line” shall mean the revolving credit loans to be advanced to Borrowers by the
Swing Line Lender pursuant to Section 2.5 hereof, in an aggregate amount
(subject to the terms hereof), not to exceed, at any one time outstanding, the
Swing Line Maximum Amount.

     

    
      
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    “Swing
Line Advance” shall mean a borrowing requested by Borrowers and made by Swing
Line Lender pursuant to Section 2.5 hereof and may include, subject to the terms
hereof, Quoted Rate-Advances and Prime-based Advances.

     

    “Swing
Line Lender” shall mean Comerica Bank in its capacity as lender of the Swing
Line under Section 2.5 of this Agreement, or its successor as subsequently
designated hereunder.

     

    “Swing
Line Maximum Amount” shall mean Seven Million Five Hundred
Thousand  Dollars ($7,500,000).

     

    “Swing
Line Note” shall mean the swing line note which may be issued by Borrowers to
Swing Line Lender pursuant to Section 2.5(b)(ii) hereof in the form attached
hereto as Exhibit C, as such note may be amended or supplemented from time to
time, and any note or notes issued in substitution, replacement or renewal
thereof from time to time.

     

    “Swing
Line Participation Certificate” shall mean the Swing Line Participation
Certificate delivered by Agent to each Revolving Credit Lender pursuant to
Section 2.5(e)(ii) hereof in the form attached hereto as Exhibit M.

     

    “Tangible
Net Worth” shall mean as of any date of determination, for any Person (a) the
net book value of all assets of such Person (excluding patent rights,
trademarks, tradenames, franchises, copyrights, licenses, goodwill and all other
intangible assets of such Person) after all appropriate deductions in accordance
with GAAP (including, without limitation, reserves for doubtful receivables,
obsolescence, depreciation and amortization) less (b) all the total liabilities
of such Person reported on the balance sheet of such Person under GAAP at such
time.

     

    “Target”
shall have the meaning set forth in the definition of “Borrowers” in this
Agreement.

     

    “Travelers
Indemnity Agreement” shall mean that certain General Agreement of Indemnity by
and among Sterling and certain of its Subsidiaries for the benefit of Traveler’s
Casualty and Surety Company of America dated as of January 26,
2006.

     

    “TSC”
shall have the meaning set forth in the Preamble to this Agreement.

     

     “Uniform
Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect in
any applicable state; provided that, unless specified otherwise or the context
otherwise requires, such terms shall refer to the Uniform Commercial Code as in
effect in the State of Texas.

     

    “USA
Patriot Act” is defined in Section 6.7.

     

     “Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.

     

    
      
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              2.REVOLVING
      CREDIT.

            


    

     

    2.1           Commitment.  Subject
to the terms and conditions of this Agreement (including without limitation
Section 2.3 hereof), each Revolving Credit Lender severally and for itself alone
agrees to make Advances of the Revolving Credit in Dollars to Borrowers from
time to time on any Business Day during the period from the Effective Date
hereof until (but excluding) the Revolving Credit Maturity Date in an aggregate
amount, not to exceed at any one time outstanding such Lender’s Revolving Credit
Percentage of the Revolving Credit Aggregate Commitment. Subject to the terms
and conditions set forth herein, advances, repayments and readvances may be made
under the Revolving Credit.

     

    2.2           Accrual of Interest and
Maturity; Evidence of Indebtedness.

     

    
      	
               
      

            	
              (a)

            	
              Each
      Borrower hereby unconditionally promises to pay, jointly and severally, to
      the Agent for the account of each Revolving Credit Lender the then unpaid
      principal amount of each Revolving Credit Advance (plus all accrued and
      unpaid interest) of such Revolving Credit Lender to Borrowers on the
      Revolving Credit Maturity Date and on such other dates and in such other
      amounts as may be required from time to time pursuant to this Agreement.
      Subject to the terms and conditions hereof, each Revolving Credit Advance
      shall, from time to time from and after the date of such Advance (until
      paid), bear interest at its Applicable Interest
  Rate.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      Revolving Credit Lender shall maintain in accordance with its usual
      practice an account or accounts evidencing indebtedness of Borrowers to
      the appropriate lending office of such Revolving Credit Lender resulting
      from each Revolving Credit Advance made by such lending office of such
      Revolving Credit Lender from time to time, including the amounts of
      principal and interest payable thereon and paid to such Revolving Credit
      Lender from time to time under this
Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Agent shall maintain the Register pursuant to Section 13.8(g), and a
      subaccount therein for each Revolving Credit Lender, in which Register and
      subaccounts (taken together) shall be recorded (i) the amount of each
      Revolving Credit Advance made hereunder, the type thereof and each
      Eurodollar-Interest Period applicable to any Eurodollar-based Advance,
      (ii) the amount of any principal or interest due and payable or to become
      due and payable, jointly and severally from Borrowers to each Revolving
      Credit Lender hereunder in respect of the Revolving Credit Advances and
      (iii) both the amount of any sum received by the Agent hereunder from
      Borrower in respect of the Revolving Credit Advances and each Revolving
      Credit Lender’s share thereof.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      entries made in the Register maintained pursuant to paragraph (c) of this
      Section 2.2 shall, absent manifest error, to the extent permitted by
      applicable law, be prima facie evidence of the existence and amounts of
      the obligations of Borrowers therein recorded; provided, however, that
      the failure of any Revolving Credit Lender or the Agent to maintain the
      Register or any account, as applicable, or any error therein, shall not in
      any manner affect the obligation of Borrowers to repay the Revolving
      Credit Advances (and all other amounts owing with respect thereto) made to
      Borrowers by the Revolving Credit Lenders in accordance with the terms of
      this Agreement.

            


    

     

    
      
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              (e)

            	
              Each
      Borrower agrees that, upon written request to the Agent by any Revolving
      Credit Lender, such Borrower will execute and deliver, to such Revolving
      Credit Lender, at such Borrower’s own expense, a Revolving Credit Note
      evidencing the outstanding Revolving Credit Advances owing to such
      Revolving Credit Lender.

            


    

     

    2.3           Requests for and Refundings
and Conversions of Advances.  Borrowers
may request an Advance of the Revolving Credit, a refund of any Revolving Credit
Advance in the same type of Advance or to convert any Revolving Credit Advance
to any other type of Revolving Credit Advance only by delivery to Agent of a
Request for Revolving Credit Advance executed by an Authorized Signer for the
Borrower Representative, subject to the following:

     

    
      	
               
      

            	
              (a)

            	
              each
      such Request for Revolving Credit Advance shall set forth the information
      required on the Request for Revolving Credit Advance, including without
      limitation:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      proposed date of such Revolving Credit Advance (or the refunding or
      conversion of an outstanding Revolving Credit Advance), which must be a
      Business Day;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              whether
      such Advance is a new Revolving Credit Advance or a refunding or
      conversion of an outstanding Revolving Credit Advance;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              whether
      such Revolving Credit Advance is to be a Prime-based Advance or a
      Eurodollar-based Advance, and, except in the case of a Prime-based
      Advance, the first Eurodollar-Interest Period applicable thereto,
      provided, however, that the initial Revolving Credit Advance made under
      this Agreement shall be a Prime-based Advance, which may then be converted
      into a Eurodollar-based Advance in compliance with this
      Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              each
      such Request for Revolving Credit Advance shall be delivered to Agent by
      12:00 p.m. (Detroit time) three (3) Business Days prior to the proposed
      date of the Revolving Credit Advance, except in the case of a Prime-based
      Advance, for which the Request for Revolving Credit Advance must be
      delivered by 12:00 p.m. (Detroit time) on the proposed date for such
      Revolving Credit Advance;

            


    

     

    
      	
               
      

            	
              (c)

            	
              on
      the proposed date of such Revolving Credit Advance, the sum of (x) the
      aggregate principal amount of all Revolving Credit Advances and Swing Line
      Advances outstanding on such date (including, without duplication) the
      Advances that are deemed to be disbursed by Agent under Section 3.6(a)
      hereof in respect of Borrowers’ Reimbursement Obligations hereunder), plus
      (y) the Letter of Credit Obligations as of such date, in each case after
      giving effect to all outstanding requests for Revolving Credit Advances
      and Swing Line Advances and for the issuance of any Letters of Credit,
      shall not exceed the Revolving Credit Aggregate
  Commitment;

            


    

     

    
      
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              (d)

            	
              in
      the case of a Prime-based Advance, the principal amount of the initial
      funding of such Advance, as opposed to any refunding or conversion
      thereof, shall be at least $1,000,000 or the remainder available under the
      Revolving Credit Aggregate Commitment if less than
    $1,000,000;

            


    

     

    
      	
               
      

            	
              (e)

            	
              in
      the case of a Eurodollar-based Advance, the principal amount of such
      Advance, plus the amount of any other outstanding Revolving Credit Advance
      to be then combined therewith having the same Eurodollar-Interest Period,
      if any, shall be at least $2,000,000 (or a larger integral multiple of
      $100,000) or the remainder available under the Revolving Credit Aggregate
      Commitment if less than $2,000,000 and at any one time there shall not be
      in effect more than three (3) different Eurodollar-Interest
      Periods;

            


    

     

    
      	
               
      

            	
              (f)

            	
              a
      Request for Revolving Credit Advance, once delivered to Agent, shall not
      be revocable by Borrowers and shall constitute a certification by
      Borrowers as of the date thereof
that:

            


    

     

    
      	
               
      

            	
              (v)

            	
              all
      conditions to the making of Revolving Credit Advances set forth in this
      Agreement have been satisfied, and shall remain satisfied to the date of
      such Revolving Credit Advance (both before and immediately after giving
      effect to such Revolving Credit
Advance);

            


    

     

    
      	
               
      

            	
              (vi)

            	
              there
      is no Default or Event of Default in existence, and none will exist upon
      the making of such Revolving Credit Advance (both before and immediately
      after giving effect to such Revolving Credit Advance);
  and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              the
      representations and warranties of the Credit Parties contained in this
      Agreement and the other Loan Documents are true and correct in all
      material respects and shall be true and correct in all material respects
      as of the date of the making of such Revolving Credit Advance (both before
      and immediately after giving effect to such Revolving Credit Advance),
      other than any representation or warranty that expressly speaks only as of
      a different date;

            


    

     

    
      
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    Agent,
acting on behalf of the Revolving Credit Lenders, may also, at its option, lend
under this Section 2.3 upon the telephone or email request of an Authorized
Signer of the Borrower Representative to make such requests and, in the event
Agent, acting on behalf of the Revolving Credit Lenders, makes any such Advance
upon a telephone or email request, an Authorized Signer shall fax or deliver by
electronic file to Agent, on the same day as such telephone or email request, an
executed Request for Revolving Credit Advance. Each Borrower hereby authorizes
Agent to disburse Advances under this Section 2.3 pursuant to the telephone or
email instructions of any person purporting to be an Authorized Signer.
Notwithstanding the foregoing, Borrowers acknowledge that Borrowers shall bear
all risk of loss resulting from disbursements made upon any telephone or email
request. Each telephone or email request for an Advance from an Authorized
Signer for the Borrower Representative shall constitute a certification by the
Borrowers of the matters set forth in the Request for Revolving Credit Advance
form as of the date of such requested Advance.

     

    2.4           Disbursement of
Advances.

     

    (a)           Upon
receiving any Request for Revolving Credit Advance from Borrowers under Section
2.3 hereof, Agent shall promptly notify each Revolving Credit Lender by wire,
telex or telephone (confirmed by wire, telecopy or telex) of the amount of such
Advance being requested and the date such Revolving Credit Advance is to be made
by each Revolving Credit Lender in an amount equal to its Revolving Credit
Percentage of such Advance. Unless such Revolving Credit Lender’s commitment to
make Revolving Credit Advances hereunder shall have been suspended or terminated
in accordance with this Agreement, each such Revolving Credit Lender shall make
available the amount of its Revolving Credit Percentage of each Revolving Credit
Advance in immediately available funds to Agent, as follows:

     

    
      	
               
      

            	
              (i)

            	
              for
      Prime-based Advances, at the office of Agent located at One Detroit
      Center, Detroit, Michigan 48226, not later than 1:00 p.m. (Detroit time)
      on the date of such Advance; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              for
      Eurodollar-based Advances, at the Agent’s Correspondent for the account of
      the Eurodollar Lending Office of the Agent, not later than 12:00 p.m. (the
      time of the Agent’s Correspondent) on the date of such
      Advance.

            


    

     

    
      
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    (b)           Subject
to submission of an executed Request for Revolving Credit Advance by Borrowers
without exceptions noted in the compliance certification therein, Agent shall
make available to Borrowers the aggregate of the amounts so received by it from
the Revolving Credit Lenders in Dollars:

     

    
      	
               
      

            	
              (i)

            	
              for
      Prime-based Advances, not later than 4:00 p.m. (Detroit time) on the date
      of such Revolving Credit Advance, by credit to an account of Borrowers
      maintained with Agent or to such other account or third party as Borrowers
      may reasonably direct in writing, provided such direction is timely given;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              for
      Eurodollar-based Advances, not later than 4:00 p.m. (the time of the
      Agent’s Correspondent) on the date of such Revolving Credit Advance, by
      credit to an account of Borrowers maintained with Agent’s Correspondent or
      to such other account or third party as Borrowers may direct, provided
      such direction is timely given.

            


    

     

    (c)           Agent
shall deliver the documents and papers received by it for the account of each
Revolving Credit Lender to such Revolving Credit Lender. Unless Agent shall have
been notified by any Revolving Credit Lender prior to the date of any proposed
Revolving Credit Advance that such Revolving Credit Lender does not intend to
make available to Agent such Revolving Credit Lender’s Percentage of such
Advance, Agent may assume that such Revolving Credit Lender has made such amount
available to Agent on such date, as aforesaid.  Agent may, but shall
not be obligated to, make available to Borrowers the amount of such payment in
reliance on such assumption. If such amount is not in fact made available to
Agent by such Revolving Credit Lender, as aforesaid, Agent shall be entitled to
recover such amount on demand from such Revolving Credit Lender. If such
Revolving Credit Lender does not pay such amount forthwith upon Agent’s demand
therefor and the Agent has in fact made a corresponding amount available to
Borrowers, the Agent shall promptly notify Borrowers and Borrowers shall pay
such amount to Agent, if such notice is delivered to Borrowers prior to 1:00
p.m. (Detroit time) on a Business Day, on the day such notice is received, and
otherwise on the next Business Day, and such amount paid by Borrowers shall be
applied as a prepayment of the Revolving Credit (without any corresponding
reduction in the Revolving Credit Aggregate Commitment), reimbursing Agent for
having funded said amounts on behalf of such Revolving Credit
Lender.  The Borrowers shall retain their claims against such
Revolving Credit Lender with respect to the amounts repaid by it to Agent and,
if such Revolving Credit Lender subsequently makes such amounts available to
Agent, Agent shall promptly make such amounts available to the Borrowers as a
Revolving Credit Advance. Agent shall also be entitled to recover from such
Revolving Credit Lender or Borrowers, as the case may be, but without
duplication, interest on such amount in respect of each day from the date such
amount was made available by Agent to Borrowers, to the date such amount is
recovered by Agent, at a rate per annum equal to:

     

    
      	
               
      

            	
              (i)

            	
              in
      the case of such Revolving Credit Lender, for the first two (2) Business
      Days such amount remains unpaid, the Federal Funds Effective Rate, and
      thereafter, at the rate of interest then applicable to such Revolving
      Credit Advances; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the case of Borrowers, the rate of interest then applicable to such
      Advance of the Revolving Credit.

            


    

     

    Until
such Revolving Credit Lender has paid Agent such amount, such Revolving Credit
Lender shall have no interest in or rights with respect to such Advance for any
purpose whatsoever.  The obligation of any Revolving Credit Lender to
make any Revolving Credit Advance hereunder shall not be affected by the failure
of any other Revolving Credit Lender to make any Advance hereunder, and no
Revolving Credit Lender shall have any liability to the Borrowers or any of
their respective Subsidiaries, the Agent, any other Revolving Credit Lender, or
any other party for another Revolving Credit Lender’s failure to make any loan
or Advance hereunder.

     

    2.5           Swing Line
Advances.

     

    
      
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       i)
Commitment. The
Swing Line Lender may, on the terms and subject to the conditions hereinafter
set forth (including without limitation Section 2.5(c) hereof), but shall not be
required to, make one or more Advances (each such advance being a “Swing Line
Advance”) to the Borrowers from time to time on any Business Day during the
period from the Effective Date hereof until (but excluding) the Revolving Credit
Maturity Date in an aggregate amount not to exceed at any one time outstanding
the Swing Line Maximum Amount. Subject to the terms set forth herein, advances,
repayments and readvances may be made under the Swing Line.

     

    (b)           Accrual of Interest and
Maturity; Evidence of Indebtedness.

     

    
      	
               
      

            	
              (i)

            	
              Swing
      Line Lender shall maintain in accordance with its usual practice an
      account or accounts evidencing indebtedness of the Borrowers to Swing Line
      Lender resulting from each Swing Line Advance from time to time, including
      the amount and date of each Swing Line Advance, its Applicable Interest
      Rate, its Interest Period, if any, and the amount and date of any
      repayment made on any Swing Line Advance from time to time. The entries
      made in such account or accounts of Swing Line Lender shall be prima facie
      evidence, absent manifest error, of the existence and amounts of the
      obligations of the Borrowers therein recorded; provided, however, that the
      failure of Swing Line Lender to maintain such account, as applicable, or
      any error therein, shall not in any manner affect the obligation of the
      Borrowers to repay the Swing Line Advances (and all other amounts owing
      with respect thereto) in accordance with the terms of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Each
      Borrower agrees that, upon the written request of Swing Line Lender, the
      Borrowers will execute and deliver to Swing Line Lender a Swing Line
      Note.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Each
      Borrower unconditionally promises to pay, jointly and severally, to the
      Swing Line Lender the then unpaid principal amount of such Swing Line
      Advance (plus all accrued and unpaid interest) on the Revolving Credit
      Maturity Date and on such other dates and in such other amounts as may be
      required from time to time pursuant to this Agreement.  Subject
      to the terms and conditions hereof, each Swing Line Advance shall, from
      time to time after the date of such Advance (until paid), bear interest at
      its Applicable Interest Rate.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Requests for Swing
      Line Advances.  Borrowers may request a Swing Line
      Advance by the delivery to Swing Line Lender of a Request for Swing Line
      Advance executed by an Authorized Signer for the Borrower Representative,
      subject to the following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              each
      such Request for Swing Line Advance shall set forth the information
      required on the Request for Advance, including without limitation, (A) the
      proposed date of such Swing Line Advance, which must be a Business Day,
      (B) whether such Swing Line Advance is to be a Prime-based Advance or a
      Quoted Rate Advance, and (C) in the case of a Quoted Rate Advance, the
      duration of the Interest Period applicable
  thereto;

            


    

     

    
      
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              (ii)

            	
              on
      the proposed date of such Swing Line Advance, after giving effect to all
      outstanding requests for Swing Line Advances made by Borrowers as of the
      date of determination, the aggregate principal amount of all Swing Line
      Advances outstanding on such date shall not exceed the Swing Line Maximum
      Amount;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              on
      the proposed date of such Swing Line Advance, after giving effect to all
      outstanding requests for Revolving Credit Advances and Swing Line Advances
      and Letters of Credit requested by the Borrowers on such date of
      determination (including, without duplication, Advances that are deemed
      disbursed pursuant to Section 3.6(a) hereof in respect of the Borrowers’
      Reimbursement Obligations hereunder), the sum of (x) the aggregate
      principal amount of all Revolving Credit Advances and the Swing Line
      Advances outstanding on such date plus (y) the Letter of Credit
      Obligations on such date shall not exceed the Revolving Credit Aggregate
      Commitment;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              (A)
      in the case of a Swing Line Advance that is a Prime-based Advance, the
      principal amount of the initial funding of such Advance, as opposed to any
      refunding or conversion thereof,
      shall be at least Two Hundred Fifty Thousand Dollars ($250,000) or such
      lesser amount as may be agreed to by the Swing Line Lender, and (B) in the
      case of a Swing Line Advance that is a Quoted Rate Advance, the principal
      amount of such Advance, plus any other outstanding Swing Line Advances to
      be then combined therewith having the same Interest Period, if any, shall
      be at least Two Hundred Fifty Thousand Dollars ($250,000) or such lesser
      amount as may be agreed to by the Swing Line Lender, and at any time there
      shall not be in effect more than three (3) Interest Rates and Interest
      Periods;

            


    

     

    
      	
               
      

            	
              (v)

            	
              each
      such Request for Swing Line Advance shall be delivered to the Swing Line
      Lender by 3:00 p.m. (Detroit time) on the proposed date of the Swing Line
      Advance;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              each
      Request for Swing Line Advance, once delivered to Swing Line Lender, shall
      not be revocable by Borrowers, and shall constitute and include a
      certification by Borrowers as of the date thereof
  that:

            


    

     

    
      
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              (A)

            	
              all
      conditions to the making of Swing Line Advances set forth in this
      Agreement shall have been satisfied and shall remain satisfied to the date
      of such Swing Line Advance (both before and immediately after giving
      effect to such Swing Line Advance);

            


    

     

    
      	
               
      

            	
              (B)

            	
              there
      is no Default or Event of Default in existence, and none will exist upon
      the making of such Swing Line Advance (both before and immediately after
      giving effect to such Swing Line Advance);
and

            


    

     

    
      	
               
      

            	
              (C)

            	
              the
      representations and warranties of the Credit Parties contained in this
      Agreement and the other Loan Documents are true and correct in all
      material respects and shall be true and correct in all material respect as
      of the date of the making of such Swing Line Advance (both before and
      immediately after giving effect to such Swing Line Advance), other than
      any representation or warranty that expressly speaks only as of a
      different date;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              At
      the option of the Agent, subject to revocation by Agent at any time and
      from time to time and so long as the Agent is the Swing Line Lender,
      Borrowers may utilize the Agent’s “Sweep to Loan” automated system for
      obtaining Swing Line Advances and making periodic repayments. At any time
      during which the “Sweep to Loan” system is in effect, Swing Line Advances
      shall be advanced to fund borrowing needs pursuant to the terms of the
      Sweep Agreement. Each time a Swing Line Advance is made using the “Sweep
      to Loan” system, Borrowers shall be deemed to have certified to the Agent
      and the Lenders each of the matters set forth in clause (vi) of this
      Section 2.5(b).  Principal and interest on Swing Line Advances
      requested, or deemed requested, pursuant to this Section shall be paid
      pursuant to the terms and conditions of the Sweep Agreement without any
      deduction, setoff or counterclaim whatsoever.  Unless sooner
      paid pursuant to the provisions hereof or the provisions of the Sweep
      Agreement, the principal amount of the Swing Loans shall be paid in full,
      together with accrued interest thereon, on the Revolving Credit Maturity
      Date.  Agent may suspend or revoke Borrowers’ privilege to use
      the “Sweep to Loan” system at any time and from time to time for any
      reason and, immediately upon any such revocation, the “Sweep to Loan”
      system shall no longer be available to Borrowers for the funding of Swing
      Line Advances hereunder (or otherwise), and the regular procedures set
      forth in this Section 2.5 for the making of Swing Line Advances shall be
      deemed immediately to apply. Agent may, at its option, also elect to make
      Swing Line Advances upon the Borrower Representative’s telephone requests
      on the basis set forth in the last paragraph of Section 2.3, provided that
      the Borrowers comply with the provisions set forth in this Section
      2.5.

            


    

     

    
      
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              (d)

            	
              Disbursement of Swing
      Line Advances.  Upon receiving any executed Request for
      Swing Line Advance from the Borrowers and the satisfaction of the
      conditions set forth in Section 2.5(c) hereof, Swing Line Lender shall
      make available to Borrowers the amount so requested in Dollars not later
      than 4:00 p.m. (Detroit time) on the date of such Advance, by credit to an
      account of Borrowers maintained with Agent or to such other account or
      third party as the Borrowers may reasonably direct in writing, subject to
      applicable law, provided such direction is timely given. Swing Line Lender
      shall promptly notify Agent of any Swing Line Advance by telephone, telex
      or telecopier.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Refunding of or
      Participation Interest in Swing Line
  Advances.

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Agent, at any time in its sole and absolute discretion, may, in each case
      on behalf of the Borrowers (which hereby irrevocably directs the Agent to
      act on their behalf) request each of the Revolving Credit Lenders
      (including the Swing Line Lender in its capacity as a Revolving Credit
      Lender) to make an Advance of the Revolving Credit to Borrowers, in an
      amount equal to such Revolving Credit Lender’s Revolving Credit Percentage
      of the aggregate principal amount of the Swing Line Advances outstanding
      on the date such notice is given (the “Refunded Swing Line Advances”);
      provided however that the Swing Line Advances carried at the Quoted Rate
      which are refunded with Revolving Credit Advances at the request of the
      Swing Line Lender at a time when no Default or Event of Default has
      occurred and is continuing shall not be subject to Section 11.1 and no
      losses, costs or expenses may be assessed by the Swing Line Lender against
      the Borrowers or the Revolving Credit Lenders as a consequence of such
      refunding. The applicable Revolving Credit Advances used to refund any
      Swing Line Advances shall be Prime-based Advances. In connection with the
      making of any such Refunded Swing Line Advances or the purchase of a
      participation interest in Swing Line Advances under Section 2.5(e)(ii)
      hereof, the Swing Line Lender shall retain its claim against Borrowers for
      any unpaid interest or fees in respect thereof accrued to the date of such
      refunding. Unless any of the events described in Section 9.1(i) hereof
      shall have occurred (in which event the procedures of Section 2.5(e)(ii)
      shall apply) and regardless of whether the conditions precedent set forth
      in this Agreement to the making of a Revolving Credit Advance are then
      satisfied (but subject to Section 2.5(e)(iii)), each Revolving Credit
      Lender shall make the proceeds of its Revolving Credit Advance available
      to the Agent for the benefit of the Swing Line Lender at the office of the
      Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time
      on the Business Day next succeeding the date such notice is given, in
      immediately available funds. The proceeds of such Revolving Credit
      Advances shall be immediately applied to repay the Refunded Swing Line
      Advances, subject to Section 11.1 hereof.

            


    

     

    
      
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              (ii)

            	
              If,
      prior to the making of an Advance of the Revolving Credit pursuant to
      Section 2.5(e)(i) hereof, one of the events described in Section 9.1(i)
      hereof shall have occurred, each Revolving Credit Lender will, on the date
      such Advance of the Revolving Credit was to have been made, purchase from
      the Swing Line Lender an undivided participating interest in each Swing
      Line Advance that was to have been refunded in an amount equal to its
      Revolving Credit Percentage of such Swing Line Advance. Each Revolving
      Credit Lender within the time periods specified in Section 2.5(e)(i)
      hereof, as applicable, shall immediately transfer to the Agent, for the
      benefit of the Swing Line Lender, in immediately available funds, an
      amount equal to its Revolving Credit Percentage of the aggregate principal
      amount of all Swing Line Advances outstanding as of such
      date.  Upon receipt thereof, the Agent will deliver to such
      Revolving Credit Lender a Swing Line Participation Certificate evidencing
      such participation.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Each
      Revolving Credit Lender’s obligation to make Revolving Credit Advances to
      refund Swing Line Advances, and to purchase participation interests, in
      accordance with Section 2.5(e)(i) and (ii), respectively, shall be
      absolute and unconditional and shall not be affected by any circumstance,
      including, without limitation, (A) any set-off, counterclaim, recoupment,
      defense or other right which such Revolving Credit Lender may have against
      Swing Line Lender, Borrowers or any other Person for any reason
      whatsoever; (B) the occurrence or continuance of any Default or Event of
      Default; (C) any adverse change in the condition (financial or otherwise)
      of Borrowers or any other Person; (D) any breach of this Agreement or any
      other Loan Document by Borrowers or any other Person; (E) any inability of
      Borrowers to satisfy the conditions precedent to borrowing set forth in
      this Agreement on the date upon which such Revolving Credit Advance is to
      be made or such participating interest is to be purchased; (F) the
      termination of the Revolving Credit Aggregate Commitment hereunder; or (G)
      any other circumstance, happening or event whatsoever, whether or not
      similar to any of the foregoing. If any Revolving Credit Lender does not
      make available to the Agent the amount required pursuant to Section
      2.5(e)(i) or (ii) hereof, as the case may be, the Agent on behalf of the
      Swing Line Lender, shall be entitled to recover such amount on demand from
      such Revolving Credit Lender, together with interest thereon for each day
      from the date of non-payment until such amount is paid in full (x) for the
      first two (2) Business Days such amount remains unpaid, at the Federal
      Funds Effective Rate and (y) thereafter, at the rate of interest then
      applicable to such Swing Line Advances. The obligation of any Revolving
      Credit Lender to make available its pro rata portion of the amounts
      required pursuant to Section 2.5(e)(i) or (ii) hereof shall not be
      affected by the failure of any other Revolving Credit Lender to make such
      amounts available, and no Revolving Credit Lender shall have any liability
      to any Credit Party, the Agent, the Swing Line Lender, or any other
      Revolving Credit Lender or any other party for another Revolving Credit
      Lender’s failure to make available the amounts required under Section
      2.5(e)(i) or (ii) hereof.

            


    

     

    
      
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              (iv)

            	
              Notwithstanding
      the foregoing, no Revolving Credit Lender shall be required to make any
      Revolving Credit Advance to refund a Swing Line Advance or to purchase a
      participation in a Swing Line Advance if at least two (2) Business Days
      prior to the making of such Swing Line Advance by the Swing Line Lender,
      the officers of the Swing Line Lender immediately responsible for matters
      concerning this Agreement shall have received written notice from Agent or
      any Lender that Swing Line Advances should be suspended based on the
      occurrence and continuance of a Default or Event of Default and stating
      that such notice is a “notice of default”; provided, however that the
      obligation of  the Revolving Credit Lenders to make such
      Revolving Credit Advances (or purchase such participations) shall be
      reinstated upon the date on which such Default or Event of Default has
      been waived by the requisite
Lenders.

            


    

     

    2.6           Interest Payments; Default
Interest

     

    (a)           Interest
on the unpaid balance of all Prime-based Advances of the Revolving Credit and
the Swing Line from time to time outstanding shall accrue from the date of such
Advance to the date repaid, at a per annum interest rate equal to the
Prime-based Rate, and shall be payable in immediately available funds commencing
on December 1, and on the first day of each calendar month thereafter. Whenever
any payment under this Section 2.6(a) shall become due on a day which is not a
Business Day, the date for payment thereof shall be extended to the next
Business Day. Interest accruing at the Prime-based Rate shall be computed on the
basis of a 360 day year and assessed for the actual number of days elapsed, and
in such computation effect shall be given to any change in the interest rate
resulting from a change in the Prime-based Rate on the date of such change in
the Prime-based Rate.

     

    (b)           Interest
on each Eurodollar-based Advance of the Revolving Credit shall accrue at its
Eurodollar-based Rate and shall be payable in immediately available funds on the
last day of the Eurodollar-Interest Period applicable thereto (and, if any
Eurodollar-Interest Period shall exceed three months, then on the last Business
Day of the third month of such Eurodollar-Interest Period, and at three month
intervals thereafter). Interest accruing at the Eurodollar-based Rate shall be
computed on the basis of a 360 day year and assessed for the actual number of
days elapsed from the first day of the Eurodollar-Interest Period applicable
thereto to but not including the last day thereof.

     

    
      
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    (c)           Interest
on each Quoted Rate Advance of the Swing Line shall accrue at its Quoted Rate
and shall be payable in immediately available funds on the last day of the
Interest Period applicable thereto. Interest accruing at the Quoted Rate shall
be computed on the basis of a 360-day year and assessed for the actual number of
days elapsed from the first day of the Interest Period applicable thereto to,
but not including, the last day thereof.

     

    (d)           Notwithstanding
anything to the contrary in the preceding sections, all accrued and unpaid
interest on any Revolving Credit Advance refunded or converted pursuant to
Section 2.3 hereof and any Swing Line Advance refunded pursuant to Section
2.5(e) hereof, shall be due and payable in full on the date such Advance is
refunded or converted.

     

    (e)           In
the case of any Event of Default under Section 9.1(i), immediately upon the
occurrence thereof, and in the case of any other Event of Default, immediately
upon receipt by Agent of notice from the Majority Revolving Credit Lenders,
interest shall be payable on demand on all Revolving Credit Advances and Swing
Line Advances from time to time outstanding at a per annum rate equal to the
Applicable Interest Rate in respect of each such Advance plus, in the case of
Eurodollar-based Advances and Quoted Rate Advances, two percent (2%) for the
remainder of the then existing Interest Period, if any, and at all other such
times, and for all Prime-based Advances from time to time outstanding, at a per
annum rate equal to the Prime-based Rate plus two percent (2%).

     

    2.7           Optional
Prepayments.

     

    (a)           (i)
The Borrowers may prepay all or part of the outstanding principal of any
Prime-based Advance(s) of the Revolving Credit at any time, provided that,
unless the “Sweep to Loan” system shall be in effect in respect of the Revolving
Credit, after giving effect to any partial prepayment, the aggregate balance of
Prime-based Advance(s) of the Revolving Credit remaining outstanding shall be at
least One Million Dollars ($1,000,000), and (ii) subject to Section 2.10(c)
hereof, the Borrowers may prepay all or part of the outstanding principal of any
Eurodollar-based Advance of the Revolving Credit at any time (subject to not
less than five (5) Business Day’s notice to Agent) provided that, after giving
effect to any partial prepayment, the unpaid portion of such Advance which is to
be refunded or converted under Section 2.3 hereof shall be at least Two Million
Five Hundred Thousand Dollars ($2,500,000).

     

    (b)           (i)
The Borrowers may prepay all or part of the outstanding principal of any Swing
Line Advance carried at the Prime-based Rate at any time, provided that after
giving effect to any partial prepayment, the aggregate balance of such
Prime-based Swing Line Advances remaining outstanding shall be at least One
Hundred Thousand Dollars ($100,000) and (ii) subject to Section 2.10(c) hereof,
the Borrowers may prepay all or part of the outstanding principal of any Swing
Line Advance carried at the Quoted Rate at any time (subject to not less than
one (1) day’s notice to the Swing Line Lender) provided that after giving effect
to any partial prepayment, the aggregate balance of such Quoted Rate Swing Line
Advances remaining outstanding shall be at least Two Hundred Fifty Thousand
Dollars ($250,000).

     

    
      
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    (c)           Any
prepayment of a Prime-based Advance made in accordance with this Section shall
be without premium or penalty and any prepayment of any other type of Advance
shall be subject to the provisions of Section 11.1 hereof, but otherwise without
premium or penalty.

     

    2.8           Prime-based Advance in
Absence of Election or Upon Default.  If,
(a) as to any outstanding Eurodollar-based Advance of the Revolving Credit or
any outstanding Quoted Rate Advance of the Swing Line, Agent has not received
payment of all outstanding principal and accrued interest on the last day of the
Interest Period applicable thereto, or does not receive a timely Request for
Advance meeting the requirements of Section 2.3 or 2.5 hereof with respect to
the refunding or conversion of such Advance, or
(b) if on the last day of the applicable Interest Period a Default or an Event
of Default shall have occurred and be continuing, then, on the last day of the
applicable Interest Period the principal amount of any Eurodollar-based Advance
or Quoted Rate Advance, as the case may be, which has not been prepaid shall,
absent a contrary election of the Majority Revolving Credit Lenders, be
converted automatically to a Prime-based Advance and the Agent shall thereafter
promptly notify Borrowers of said action.  All accrued and unpaid
interest on any Advance converted to a Prime-based Advance under this Section
2.8 shall be due and payable in full on the date such Advance is
converted.

     

    2.9           Revolving Credit Facility
Fee.  From
the Effective Date to the Revolving Credit Maturity Date, the Borrowers shall
pay, jointly and severally, to the Agent for distribution to the Lenders
pro-rata in accordance with their respective Percentages, a Revolving Credit
Facility Fee quarterly in arrears commencing January 1, 2008 and on the first
day of each calendar quarter thereafter (in respect of the prior three months or
any portion thereof). The Revolving Credit Facility Fee payable to each Lender
shall be determined by multiplying the Applicable Fee Percentage times such
Lender’s Revolving Credit Percentage of the Revolving Credit Aggregate
Commitment then in effect (whether used or unused). The Revolving Credit
Facility Fee shall be computed on the basis of a year of three hundred sixty
(360) days and assessed for the actual number of days elapsed. Whenever any
payment of the Revolving Credit Facility Fee shall be due on a day which is not
a Business Day, the date for payment thereof shall be extended to the next
Business Day. Upon receipt of such payment, Agent shall make prompt payment to
each Lender of its share of the Revolving Credit Facility Fee based upon its
respective Percentage. It is expressly understood that the Revolving Credit
Facility Fees described in this Section are not refundable.

     

    2.10           Mandatory Repayment of
Revolving Credit Advances.

     

    (a)           If
at any time and for any reason the aggregate outstanding principal amount of
Revolving Credit Advances plus Swing Line Advances, plus the outstanding Letter
of Credit Obligations, shall exceed the Revolving Credit Aggregate Commitment,
Borrowers shall immediately reduce any pending request for a Revolving Credit
Advance on such day by the amount of such excess and, to the extent any excess
remains thereafter, repay any Revolving Credit Advances and Swing Line Advances
in an amount equal to the lesser of the outstanding amount of such Advances and
the amount of such remaining excess, with such amounts to be applied between the
Revolving Credit Advances and Swing Line Advances as determined by the Agent and
then, to the extent that any excess remains after payment in full of all
Revolving Credit Advances and Swing Line Advances, to provide cash collateral in
support of any Letter of Credit Obligations in an amount equal to the lesser of
(x) 105% of the amount of such Letter of Credit Obligations and (y) the amount
of such remaining excess, with such cash collateral to be provided on the basis
set forth in Section 9.2 hereof. Each Borrower acknowledges that, in connection
with any repayment required hereunder, it shall also be responsible for the
reimbursement of any prepayment or other costs required under Section 11.1
hereof.  Any payments made pursuant to this Section shall be applied
first to outstanding Prime-based Advances under the Revolving Credit, next to
Swing Line Advances carried at the Prime-based Rate and then to Eurodollar-based
Advances of the Revolving Credit, and then to Swing Line Advances carried at the
Quoted Rate.

     

    
      
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    (b)           Intentionally
omitted.

     

    (c)           To
the extent that, on the date any mandatory repayment of the Revolving Credit
Advances under this Section 2.10 or payment pursuant to the terms of any of the
Loan Documents is due, the Indebtedness under the Revolving Credit or any other
Indebtedness to be prepaid is being carried, in whole or in part, at the
Eurodollar-based Rate and no Default or Event of Default has occurred and is
continuing, Borrowers may deposit the amount of such mandatory prepayment in a
cash collateral account to be held by the Agent, for and on behalf of the
Revolving Credit Lenders, on such terms and conditions as are reasonably
acceptable to Agent and upon such deposit the obligation of Borrowers to make
such mandatory prepayment shall be deemed satisfied. Subject to the terms and
conditions of said cash collateral account, sums on deposit in said cash
collateral account shall be applied (until exhausted) to reduce the principal
balance of the Revolving Credit on the last day of each Eurodollar-Interest
Period attributable to the Eurodollar-based Advances of such Revolving Advance,
thereby avoiding breakage costs under Section 11.1 hereof; provided, however,
that if a Default or Event of Default shall have occurred at any time while sums
are on deposit in the cash collateral account, Agent may, in its sole
discretion, elect to apply such sums to reduce the principal balance of such
Eurodollar-based Advances prior to the last day of the applicable
Eurodollar-Interest Period, and the Borrowers will be obligated to pay any
resulting breakage costs under Section 11.1.

     

    2.11           Optional Reduction or
Termination of Revolving Credit Aggregate Commitment.  Borrowers
may, upon at least five (5) Business Days’ prior written notice to the Agent,
permanently reduce the Revolving Credit Aggregate Commitment in whole at any
time, or in part from time to time, without premium or penalty, provided that:
(i) each partial reduction of the Revolving Credit Aggregate Commitment shall be
in an aggregate amount equal to One Million Dollars ($1,000,000) or a larger
integral multiple of One Hundred Thousand Dollars ($100,000); (ii) each
reduction shall be accompanied by the payment of the Revolving Credit Facility
Fee, if any, accrued and unpaid to the date of such reduction; (iii) Borrowers
shall prepay in accordance with the terms hereof the amount, if any, by which
the aggregate unpaid principal amount of Revolving Credit Advances and Swing
Line Advances (including, without duplication, any deemed Advances made under
Section 3.6 hereof) outstanding hereunder, plus the Letter of Credit
Obligations, exceeds the amount of the then applicable Revolving Credit
Aggregate Commitment as so reduced, together with interest thereon to the date
of prepayment; (iv) no reduction shall reduce the Revolving Credit Aggregate
Commitment to an amount which is less than the aggregate undrawn amount of any
Letters of Credit outstanding at such time; and (v) no such reduction shall
reduce the Swing Line Maximum Amount unless Borrowers so elect, provided that
the Swing Line Maximum Amount shall at no time be greater than the Revolving
Credit Aggregate Commitment; provided, however that if the termination or
reduction of the Revolving Credit Aggregate Commitment requires the prepayment
of a Eurodollar-based Advance or a Quoted Rate Advance and such termination or
reduction is made on a day other than the last Business Day of the then current
Interest Period applicable to such Eurodollar-based Advance or such Quoted Rate
Advance, then, pursuant to Section 11.1, Borrowers shall compensate the
Revolving Credit Lenders and/or the Swing Line Lender for any losses or, so long
as no Default or Event of Default has occurred and is continuing, Borrowers may
deposit the amount of such prepayment in a collateral account as provided in
Section 2.10(c). Reductions of the Revolving Credit Aggregate Commitment and any
accompanying prepayments of Advances of the Revolving Credit shall be
distributed by Agent to each Revolving Credit Lender in accordance with such
Revolving Credit Lender’s Revolving Percentage thereof, and will not be
available for reinstatement by or readvance to Borrowers and any accompanying
prepayments of Advances of the Swing Line shall be distributed by Agent to the
Swing Line Lender and will not be available for reinstatement by or readvance to
the Borrowers. Any reductions of the Revolving Credit Aggregate Commitment
hereunder shall reduce each Revolving Credit Lender’s portion thereof
proportionately (based on the applicable Percentages), and shall be permanent
and irrevocable. Any payments made pursuant to this Section shall be applied
first to outstanding Prime-based Advances under the Revolving Credit, next to
Swing Line Advances carried at the Prime-based Rate and then to Eurodollar-based
Advances of the Revolving Credit, and then to Swing Line Advances carried at the
Quoted Rate.

     

    
      
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    2.12           Use of Proceeds of
Advances.  Advances
of the Revolving Credit shall be used to finance working capital, to refinance
existing Debt and to consummate the Acquisition and other lawful corporate
purposes.

     

    
      	
               
      

            	
              3.LETTERS
      OF CREDIT.

            


    

     

    3.1           Letters of
Credit.  Subject
to the terms and conditions of this Agreement, Issuing Lender may through the
Issuing Office, at any time and from time to time from and after the date hereof
until thirty (30) days prior to the Revolving Credit Maturity Date, upon the
written request of Borrowers accompanied by a duly executed Letter of Credit
Agreement and such other documentation related to the requested Letter of Credit
as the Issuing Lender may require, issue Letters of Credit in Dollars for the
account of Borrowers, in an aggregate amount for all Letters of Credit issued
hereunder at any one time outstanding not to exceed the Letter of Credit Maximum
Amount. Each Letter of Credit shall be in a minimum face amount of One Hundred
Thousand Dollars ($100,000) (or such lesser amount as may be agreed to by
Issuing Lender) and each Letter of Credit (including any renewal thereof) shall
expire not later than the first to occur of (i) thirteen months after the date
of issuance thereof and (ii) ten (10) Business Days prior to the Revolving
Credit Maturity Date in effect on the date of issuance thereof, provided,
however, with the consent of the Issuing Lender, a Letter of Credit may provide
that such Letter of Credit shall automatically renew at the end of such term
unless Issuing Lender shall have given written notice at least thirty (30) days
prior to the expiration of such Letter of Credit.  The submission of
all applications in respect of and the issuance of each Letter of Credit
hereunder shall be subject in all respects to the International Standby
Practices 98, and any successor documentation thereto and to the extent not
inconsistent therewith, the laws of the State of Michigan. In the event of any
conflict between this Agreement and any Letter of Credit Document other than any
Letter of Credit, this Agreement shall control.

     

    
      
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    3.2           Conditions to
Issuance.  No
Letter of Credit shall be issued at the request and for the account of Borrowers
unless, as of the date of issuance of such Letter of Credit:

     

    
      	
               
      

            	
              (a)

            	
              (i)
      after giving effect to the Letter of Credit requested, the Letter of
      Credit Obligations do not exceed the Letter of Credit Maximum Amount; and
      (ii) after giving effect to the Letter of Credit requested, the Letter of
      Credit Obligations on such date plus the aggregate amount of all Revolving
      Credit Advances and Swing Line Advances (including all Advances deemed
      disbursed by Agent under Section 3.6(a) hereof in respect of Borrowers’
      Reimbursement Obligations) hereunder requested or outstanding on such date
      do not exceed the Revolving Credit Aggregate
  Commitment;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      representations and warranties of the Credit Parties contained in this
      Agreement and the other Loan Documents are true and correct in all
      material respects and shall be true and correct in all material respects
      as of date of the issuance of such Letter of Credit (both before and
      immediately after the issuance of such Letter of Credit), other than any
      representation or warranty that expressly speaks only as of a different
      date;

            


    

     

    
      	
               
      

            	
              (c)

            	
              there
      is no Default or Event of Default in existence, and none will exist upon
      the issuance of such Letter of
Credit;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Borrowers
      shall have delivered to Issuing Lender at its Issuing Office, not less
      than three (3) Business Days prior to the requested date for issuance (or
      such shorter time as the Issuing Lender, in its sole discretion, may
      permit), the Letter of Credit Agreement related thereto, together with
      such other documents and materials as may be required pursuant to the
      terms thereof, and the terms of the proposed Letter of Credit shall be
      reasonably satisfactory to Issuing
Lender;

            


    

     

    
      	
               
      

            	
              (e)

            	
              no
      order, judgment or decree of any court, arbitrator or governmental
      authority shall purport by its terms to enjoin or restrain Issuing Lender
      from issuing the Letter of Credit requested, or any Revolving Credit
      Lender from taking an assignment of its Revolving Credit Percentage
      thereof pursuant to Section 3.6 hereof, and no law, rule, regulation,
      request or directive (whether or not having the force of law) shall
      prohibit the Issuing Lender from issuing, or any Revolving Credit Lender
      from taking an assignment of its Revolving Credit Percentage of, the
      Letter of Credit requested or letters of credit
  generally;

            


    

     

    
      	
               
      

            	
              (f)

            	
              there
      shall have been (i) no introduction of or change in the interpretation of
      any law or regulation, (ii) no declaration of a general banking moratorium
      by banking authorities in the United States, Michigan or the respective
      jurisdictions in which the Revolving Credit Lenders, the Borrowers and the
      beneficiary of the requested Letter of Credit are located, and (iii) no
      establishment of any new restrictions by any central bank or other
      governmental agency or authority on transactions involving letters of
      credit or on banks generally that, in any case described in this clause
      (e), would make it unlawful or unduly burdensome for the Issuing Lender to
      issue or any Revolving Credit Lender to take an assignment of its
      Revolving Credit Percentage of the requested Letter of Credit or letters
      of credit generally; and

            


    

     

    
      
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              (g)

            	
              Issuing
      Lender shall have received the issuance fees required in connection with
      the issuance of such Letter of Credit pursuant to Section 3.4
      hereof.

            


    

     

    Each
Letter of Credit Agreement submitted to Issuing Lender pursuant hereto shall
constitute the certification by Borrowers of the matters set forth in Sections
5.2 hereof. The Agent shall be entitled to rely on such certification without
any duty of inquiry.

     

    3.3           Notice.  The
Issuing Lender shall deliver to the Agent, concurrently with or promptly
following its issuance of any Letter of Credit, a true and complete copy of each
Letter of Credit. Promptly upon its receipt thereof, Agent shall give notice,
substantially in the form attached as Exhibit E, to each Revolving Credit Lender
of the issuance of each Letter of Credit, specifying the amount thereof and the
amount of such Revolving Credit Lender’s Percentage thereof.

     

    3.4           Letter of Credit Fees;
Increased Costs.  (a)  Borrowers
shall pay letter of credit fees as follows:

     

    
      	
               
      

            	
              (i)

            	
              A
      per annum letter of credit fee with respect to the undrawn amount of each
      Letter of Credit issued pursuant hereto (based on the amount of each
      Letter of Credit) in the amount of the Applicable Fee Percentage
      (determined with reference to Schedule 1.1 to this Agreement) shall be
      paid to the Agent for distribution to the Revolving Credit Lenders in
      accordance with their Percentages.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              A
      letter of credit facing fee on the face amount of each Letter of Credit
      shall be paid to the Agent for distribution to the Issuing Lender for its
      own account, in accordance with the terms of the applicable Fee
      Letter.

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      payments by Borrowers to the Agent for distribution to the Issuing Lender
      or the Revolving Credit Lenders under this Section 3.4 shall be made in
      Dollars in immediately available funds at the Issuing Office or such other
      office of the Agent as may be designated from time to time by written
      notice to Borrowers by the Agent. The fees described in clauses (a)(i) and
      (ii) above (i) shall be nonrefundable under all circumstances, (ii) in the
      case of fees due under clause (a)(i) above, shall be payable semi-annually
      in advance and (iii) in the case of fees due under clause (a)(ii) above,
      shall be payable upon the issuance of such Letter of Credit and upon any
      amendment thereto or extension thereof.  The fees due under
      clause (a)(i) above shall be determined by multiplying the Applicable Fee
      Percentage times the undrawn amount of the face amount of each such Letter
      of Credit on the date of determination, and shall be calculated on the
      basis of a 360 day year and assessed for the actual number of days from
      the date of the issuance thereof to the stated expiration thereof. The
      parties hereto acknowledge that, unless the Issuing Lender otherwise
      agrees, any material amendment and any extension to a Letter of Credit
      issued hereunder shall be treated as a new Letter of Credit for the
      purposes of the letter of credit facing
fee.

            


    

     

    
      
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              (c)

            	
              If
      any change in any law or regulation or in the interpretation thereof by
      any court or administrative or governmental authority charged with the
      administration thereof, adopted after the date hereof, shall either (i)
      impose, modify or cause to be deemed applicable any reserve, special
      deposit, limitation or similar requirement against letters of credit
      issued or participated in by, or assets held by, or deposits in or for the
      account of, Issuing Lender or any Revolving Credit Lender or (ii) impose
      on Issuing Lender or any Revolving Credit Lender any other condition
      regarding this Agreement, the Letters of Credit or any participations in
      such Letters of Credit, and the result of any event referred to in clause
      (i) or (ii) above shall be to increase the cost or expense to Issuing
      Lender or such Revolving Credit Lender of issuing or maintaining or
      participating in any of the Letters of Credit (which increase in cost or
      expense shall be determined by the Issuing Lender’s or such Revolving
      Credit Lender’s reasonable allocation of the aggregate of such cost
      increases and expenses resulting from such events), then, upon demand by
      the Issuing Lender or such Revolving Credit Lender, as the case may be,
      Borrowers shall, within thirty (30) days following demand for payment, pay
      to Issuing Lender or such Revolving Credit Lender, as the case may be,
      from time to time as specified by the Issuing Lender or such Revolving
      Credit Lender, additional amounts which shall be sufficient to compensate
      the Issuing Lender or such Revolving Credit Lender for such increased cost
      and expense (together with interest on each such amount from ten days
      after the date such payment is due until payment in full thereof at the
      Prime-based Rate), provided that if the Issuing Lender or such Revolving
      Credit Lender could take any reasonable action, without cost or
      administrative or other burden or restriction to such Lender, to mitigate
      or eliminate such cost or expense, it agrees to do so within a reasonable
      time after becoming aware of the foregoing matters. Each demand for
      payment under this Section 3.4(c) shall be accompanied by a certificate of
      Issuing Lender or the applicable Revolving Credit Lender setting forth the
      amount of such increased cost or expense incurred by the Issuing Lender or
      such Revolving Credit Lender, as the case may be, as a result of any event
      mentioned in clause (i) or (ii) above, and in reasonable detail, the
      methodology for calculating and the calculation of such amount, which
      certificate shall be prepared in good faith and shall be conclusive
      evidence, absent manifest error, as to the amount
  thereof.

            


    

     

    
      
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    3.5           Other
Fees.  In
connection with the Letters of Credit, and in addition to the Letter of Credit
Fees, Borrowers shall pay, for the sole account of the Issuing Lender, standard
documentation, administration, payment and cancellation charges assessed by
Issuing Lender or the Issuing Office, at the times, in the amounts and on the
terms set forth or to be set forth from time to time in the standard fee
schedule of the Issuing Office in effect from time to time.

     

    3.6           Drawings and Demands for
Payment Under Letters of Credit.

     

    (a)           If
the Issuing Lender shall honor a draft or other demand for payment presented or
made under any Letter of Credit, each Borrower agrees to pay to the Issuing
Lender an amount equal to the amount paid by the Issuing Lender in respect of
such draft or other demand under such Letter of Credit and all reasonable
expenses paid or incurred by the Agent relative thereto not later than 1:00 p.m.
(Detroit time), on (i) the Business Day that Borrowers receive notice of such
presentment and honor, if such notice is received prior to 11:00 a.m. (Detroit
time) or (ii) the Business Day immediately following the day that Borrowers
received such notice, if such notice is received after 11:00 a.m. (Detroit
time). Unless Borrowers shall have made such payment to the Agent for the
account of the Issuing Lender on such day, the Agent shall be deemed to have
disbursed to Borrowers and to have elected to substitute for the reimbursement
obligation, with respect to the applicable Letter of Credit honored by the
Issuing Lender, a Prime-based Advance of the Revolving Credit (which Advance may
be subsequently converted at any time into a Eurodollar-based Advance pursuant
to Section 2.3 hereof) on behalf of and for the account of the Revolving Credit
Lenders in an aggregate amount equal to the amount so paid by the Issuing Lender
in respect of such draft or other demand under such Letter of Credit. Such
Prime-based Advance shall be deemed disbursed notwithstanding any failure to
satisfy any conditions for disbursement of any Advance set forth in Section 2
hereof and, to the extent of the Advances so disbursed, the reimbursement
obligation of Borrowers under this Section 3.6 shall be deemed
satisfied.

     

    (b)           If
the Issuing Lender shall honor a draft or other demand for payment presented or
made under any Letter of Credit, the Issuing Lender shall provide notice thereof
to Borrowers on the date such draft or demand is honored, and to each Revolving
Credit Lender on such date unless Borrowers shall have satisfied their
reimbursement obligations under Section 3.6(a) hereof by payment to the Agent
(for the benefit of the Issuing Lender) on such date. The Issuing Lender shall
further use reasonable efforts to provide notice to Borrowers prior to honoring
any such draft or other demand for payment, but such notice, or the failure to
provide such notice, shall not affect the rights or obligations of the Issuing
Lender with respect to any Letter of Credit or the rights and obligations of the
parties hereto, including without limitation the obligations of Borrowers under
Section 3.6(a) hereof.

     

    (c)           Upon
issuance by the Issuing Lender of each Letter of Credit hereunder, each
Revolving Credit Lender shall automatically acquire a pro rata participation
interest in such Letter of Credit and each related Letter of Credit Payment
based on its respective Revolving Credit Percentage. Each Revolving Credit
Lender, on the date a draft or demand under any Letter of Credit is honored (or
the next succeeding Business Day if the notice required to be given by Issuing
Lender to the Revolving Credit Lenders under Section 3.6(b) hereof is not given
to the Revolving Credit Lenders prior to 2:00 p.m. (Detroit time) on such date
of draft or demand), shall make its Revolving Credit Percentage of the amount
paid by the Issuing Lender, and not reimbursed by Borrowers on such day, in
immediately available funds at the principal office of the Agent for the account
of Issuing Lender. If and to the extent such Revolving Credit Lender shall not
have made such pro rata portion available to the Agent, such Revolving Credit
Lender agrees to pay to the Agent for the account of the Issuing Lender
forthwith on demand such amount together with interest thereon, for each day
from the date such amount was paid by the Issuing Lender until such amount is so
made available to the Agent at the Federal Funds Rate for the first three days
and thereafter at a Prime-based Rate applicable during such period to the
related Advance deemed to have been disbursed under Section 3.6(a) in respect of
the reimbursement obligation of Borrowers.  If such Revolving Credit
Lender shall pay such amount to the Agent for the account of Issuing Lender
together with such interest, if any, such amount so paid shall be deemed to
constitute an Advance by such Revolving Credit Lender disbursed in respect of
the reimbursement obligation of Borrowers under Section 3.6(a) hereof for
purposes of this Agreement, effective as of the dates applicable under said
Section 3.6(a). The failure of any Revolving Credit Lender to make its pro rata
portion of any such amount paid by the Issuing Lender available to the Agent for
the account of Issuing Lender shall not relieve any other Revolving Credit
Lender of its obligation to make available its pro rata portion of such amount,
but no Revolving Credit Lender shall be responsible for failure of any other
Revolving Credit Lender to make such pro rata portion available to the Agent for
the account of Issuing Lender.

     

    
      
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    Notwithstanding
the foregoing however no Revolving Credit Lender shall be deemed to have
acquired a participation in a Letter of Credit if the officers of the Issuing
Lender immediately responsible for matters concerning this Agreement shall have
received written notice from Agent or any Lender at least two (2) Business Days
prior to the date of the issuance of such Letter of Credit that the issuance of
Letters of Credit should be suspended based on the occurrence and continuance of
a Default or Event of Default and stating that such notice is a “notice of
default”; provided, however that the Revolving Credit Lenders shall be deemed to
have acquired such a participation upon the date on which such Default or Event
of Default has been waived by the requisite Revolving Credit Lenders, as
applicable.  In the event that the Issuing Lender receives such a
notice, the Issuing Lender shall have no obligation to issue any Letter of
Credit until such notice is withdrawn by Agent or such Lender or until the
requisite Lenders have waived such Default or Event of Default in accordance
with the terms of this Agreement.

     

    (d)           Nothing
in this Agreement shall be construed to require or authorize any Revolving
Credit Lender to issue any Letter of Credit, it being recognized that the
Issuing Lender shall be the sole issuer of Letters of Credit under this
Agreement.

     

    3.7           Obligations
Irrevocable.  The
obligations of Borrowers to make payments to Agent for the account of Issuing
Lender or the Revolving Credit Lenders with respect to Letter of Credit
Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and
not subject to any qualification or exception whatsoever, including, without
limitation:

     

    
      	
               
      

            	
              (a)

            	
              Any
      lack of validity or enforceability of any Letter of Credit, any Letter of
      Credit Agreement, any other documentation relating to any Letter of
      Credit, this Agreement or any of the other Loan Documents (the “Letter of
      Credit Documents”);

            


    

     

    
      
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              (b)

            	
              Any
      amendment, modification, waiver, consent, or any substitution, exchange or
      release of or failure to perfect any interest in collateral or security,
      with respect to or under any Letter of Credit
  Document;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      existence of any claim, setoff, defense or other right which Borrowers may
      have at any time against any beneficiary or any transferee of any Letter
      of Credit (or any persons or entities for whom any such beneficiary or any
      such transferee may be acting), the Agent, the Issuing Lender or any
      Revolving Credit Lender or any other Person, whether in connection with
      this Agreement, any of the Letter of Credit Documents, the transactions
      contemplated herein or therein or any unrelated
    transactions;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Any
      draft or other statement or document presented under any Letter of Credit
      proving to be forged, fraudulent, invalid or insufficient in any respect
      or any statement therein being untrue or inaccurate in any
      respect;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Payment
      by the Issuing Lender to the beneficiary under any Letter of Credit
      against presentation of documents which do not comply with the terms of
      such Letter of Credit, including failure of any documents to bear any
      reference or adequate reference to such Letter of
  Credit;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Any
      failure, omission, delay or lack on the part of the Agent, Issuing Lender
      or any Revolving Credit Lender or any party to any of the Letter of Credit
      Documents to enforce, assert or exercise any right, power or remedy
      conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or
      any such party under this Agreement, any of the other Loan Documents or
      any of the Letter of Credit Documents, or any other acts or omissions on
      the part of the Agent, Issuing Lender, any Revolving Credit Lender or any
      such party; or

            


    

     

    
      	
               
      

            	
              (g)

            	
              Any
      other event or circumstance that would, in the absence of this Section
      3.7, result in the release or discharge by operation of law or otherwise
      of Borrowers from the performance or observance of any obligation,
      covenant or agreement contained in Section 3.6
  hereof.

            


    

     

    No
setoff, counterclaim, reduction or diminution of any obligation or any defense
of any kind or nature which any Borrower has or may have against the beneficiary
of any Letter of Credit shall be available hereunder to such Borrower against
the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any
Letter of Credit, nothing contained in this Section 3.7 shall be deemed to
prevent any Borrower, after satisfaction in full of the absolute and
unconditional obligations of Borrowers hereunder with respect to such Letter of
Credit, from asserting in a separate action any claim, defense, set off or other
right which they (or any of them) may have against Agent, Issuing Lender or any
Revolving Credit Lender in connection with such Letter of Credit.

     

    
      
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    3.8           Risk Under Letters of
Credit.

     

    (a)           In
the administration and handling of Letters of Credit and any security therefor,
or any documents or instruments given in connection therewith, Issuing Lender
shall have the sole right to take or refrain from taking any and all actions
under or upon the Letters of Credit.

     

    (b)           Subject
to other terms and conditions of this Agreement, Issuing Lender shall issue the
Letters of Credit and shall hold the documents related thereto in its own name
and shall make all collections thereunder and otherwise administer the Letters
of Credit in accordance with Issuing Lender’s regularly established practices
and procedures and will have no further obligation with respect thereto. In the
administration of Letters of Credit, Issuing Lender shall not be liable for any
action taken or omitted on the advice of counsel, accountants, appraisers or
other experts selected by Issuing Lender with due care and Issuing Lender may
rely upon any notice, communication, certificate or other statement from
Borrowers, beneficiaries of Letters of Credit, or any other Person which Issuing
Lender believes to be authentic. Issuing Lender will, upon request, furnish the
Revolving Credit Lenders with copies of Letter of Credit Documents related
thereto.

     

    (c)           In
connection with the issuance and administration of Letters of Credit and the
assignments hereunder, Issuing Lender makes no representation and shall have no
responsibility with respect to (i) the obligations of Borrowers or the validity,
sufficiency or enforceability of any document or instrument given in connection
therewith, or the taking of any action with respect to same, (ii) the financial
condition of, any representations made by, or any act or omission of Borrowers
or any other Person, or (iii) any failure or delay in exercising any rights or
powers possessed by Issuing Lender in its capacity as issuer of Letters of
Credit in the absence of its gross negligence or willful misconduct. Each of the
Revolving Credit Lenders expressly acknowledges that it has made and will
continue to make its own evaluations of Borrowers’ creditworthiness without
reliance on any representation of Issuing Lender or Issuing Lender’s officers,
agents and employees.

     

    (d)           If
at any time Issuing Lender shall recover any part of any unreimbursed amount for
any draw or other demand for payment under a Letter of Credit, or any interest
thereon, Agent or Issuing Lender, as the case may be, shall receive same for the
pro rata benefit of the
Revolving Credit Lenders in accordance with their respective Percentages and
shall promptly deliver to each Revolving Credit Lender its share thereof, less
such Revolving Credit Lender’s pro rata share of the costs of such recovery,
including court costs and attorney’s fees. If at any time any Revolving Credit
Lender shall receive from any source whatsoever any payment on any such
unreimbursed amount or interest thereon in excess of such Revolving Credit
Lender’s Percentage of such payment, such Revolving Credit Lender will promptly
pay over such excess to Agent, for redistribution in accordance with this
Agreement.

     

    3.9           Indemnification.  Each
Borrower hereby indemnifies and agrees to hold harmless the Revolving Credit
Lenders, the Issuing Lender and the Agent and their respective Affiliates, and
the respective officers, directors, employees and agents of such Persons (each
an “L/C Indemnified Person”), from and against any and all claims, damages,
losses, liabilities, costs or expenses of any kind or nature whatsoever which
the Revolving Credit Lenders, the Issuing Lender or the Agent or any such Person
may incur or which may be claimed against any of them by reason of or in
connection with any Letter of Credit (collectively, the “L/C Indemnified
Amounts”), and none of the Issuing Lender, any Revolving Credit Lender or the
Agent or any of their respective officers, directors, employees or agents shall
be liable or responsible for:

     

    
      
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              (a)

            	
              the
      use which may be made of any Letter of Credit or for any acts or omissions
      of any beneficiary in connection
therewith;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      validity, sufficiency or genuineness of documents or of any endorsement
      thereon, even if such documents should in fact prove to be in any or all
      respects invalid, insufficient, fraudulent or
  forged;

            


    

     

    
      	
               
      

            	
              (c)

            	
              payment
      by the Issuing Lender to the beneficiary under any Letter of Credit
      against presentation of documents which do not strictly comply with the
      terms of any Letter of Credit (unless such payment resulted from the gross
      negligence or willful misconduct of the Issuing Lender), including failure
      of any documents to bear any reference or adequate reference to such
      Letter of Credit;

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      error, omission, interruption or delay in transmission, dispatch or
      delivery of any message or advice, however transmitted, in connection with
      any Letter of Credit; or

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      other event or circumstance whatsoever arising in connection with any
      Letter of Credit.

            


    

     

    It is
understood that in making any payment under a Letter of Credit the Issuing
Lender will rely on documents presented to it under such Letter of Credit as to
any and all matters set forth therein without further investigation and
regardless of any notice or information to the contrary.

     

    With
respect to subparagraphs (a) through (e) hereof, (i) no Borrower shall be
required to indemnify any L/C Indemnified Person for any L/C Indemnified Amounts
to the extent such amounts result from the gross negligence or willful
misconduct of such L/C Indemnified Person or any officer, director, employee or
agent of such L/C Indemnified Person and (ii) the Agent and the Issuing Lender
shall be liable to each Borrower to the extent, but only to the extent, of any
direct, as opposed to consequential or incidental, damages suffered by such
Borrower which were caused by the gross negligence or willful misconduct of the
Issuing Lender or any officer, director, employee or agent of the Issuing Lender
or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the
presentation to it by the beneficiary thereunder of a draft or other demand for
payment and other documentation strictly complying with the terms and conditions
of such Letter of Credit.

     

    3.10           Right of
Reimbursement.  Each
Revolving Credit Lender agrees to reimburse the Issuing Lender on demand, pro
rata in accordance with its respective Revolving Credit Percentage, for (i) the
reasonable out-of-pocket costs and expenses of the Issuing Lender to be
reimbursed by Borrowers pursuant to any Letter of Credit Agreement or any Letter
of Credit, to the extent not reimbursed by Borrowers or any other Credit Party
and (ii) any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, fees, reasonable out-of-pocket expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against Issuing Lender in any way relating to or arising
out of this Agreement (including Section 3.6(c) hereof), any Letter of Credit,
any documentation or any transaction relating thereto, or any Letter of Credit
Agreement, to the extent not reimbursed by Borrowers, except to the extent that
such liabilities, losses, costs or expenses were incurred by Issuing Lender as a
result of Issuing Lender’s gross negligence or willful misconduct or by the
Issuing Lender’s wrongful dishonor of any Letter of Credit after the
presentation to it by the beneficiary thereunder of a draft or other demand for
payment and other documentation strictly complying with the terms and conditions
of such Letter of Credit.

     

    
      
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              4.INTENTIONALLY
      OMITTED. 

            


    

     

    
      	
               
      

            	
              5.CONDITIONS.

            


    

     

    The
obligations of the Lenders to make Advances or loans pursuant to this Agreement
and the obligation of the Issuing Lender to issue Letters of Credit are subject
to the following conditions:

     

    5.1           Conditions of Initial
Advances.  The
obligations of the Lenders to make initial Advances or loans pursuant to this
Agreement and the obligation of the Issuing Lender to issue initial Letters of
Credit, in each case, on the Effective Date only, are subject to the following
conditions:

     

    (a)           This Agreement and the other
Loan Documents.  Borrowers shall have executed and delivered
this Agreement; and each Credit Party shall have executed and delivered the
other Loan Documents to which such Credit Party is required to be a party
(including all schedules and other documents to be delivered pursuant hereto);
and such Notes (if any), this Agreement and the other Loan Documents shall be in
full force and effect.

     

    (b)           Corporate
Authority.  Agent shall have received, with a counterpart
thereof for each Lender, from each Credit Party, a certificate of its Secretary
or Assistant Secretary dated as of the Effective Date as to:

     

    
      	
               
      

            	
              (i)

            	
              corporate
      resolutions (or the equivalent) of each Credit Party authorizing the
      transactions contemplated by this Agreement and the other Loan Documents
      approval of this Agreement and the other Loan Documents, in each case to
      which such Credit Party is party, and authorizing the execution and
      delivery of this Agreement and the other Loan Documents, and in the case
      of Borrowers, authorizing the execution and delivery of requests for
      Advances and the issuance of Letters of Credit
  hereunder,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      incumbency and signature of the officers or other authorized persons of
      such Credit Party executing any Loan Document and in the case of the
      Borrowers, the officers who are authorized to execute any Requests for
      Advance, or requests for the issuance of Letters of
  Credit,

            


    

     

    
      
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              (iii)

            	
              a
      certificate of good standing or continued existence (or the equivalent
      thereof) from the state of its incorporation or formation, and from every
      state or other jurisdiction where such Credit Party is qualified to do
      business, which jurisdictions are listed on Schedule 5.2 attached hereto,
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              copies
      of such Credit Party’s articles of incorporation and bylaws or other
      constitutional documents, as in effect on the Effective
    Date.

            


    

     

    (c)           Collateral Documents and
other Loan Documents.  The Agent shall have received the
following documents, each in form and substance satisfactory to Agent and fully
executed by each party thereto:

     

    
      	
               
      

            	
              (i)

            	
              The
      following Collateral Documents, each in form and substance acceptable to
      Agent and fully executed by each party thereto and dated as of the
      Effective Date:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      Security Agreement;

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      Collateral Assignment;

            


    

     

    
      	
               
      

            	
              (C)

            	
              the
      Escrow Agreement Acknowledgement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Comerica Intercreditor Agreement in form and substance acceptable to the
      Agent and fully executed by the Term Debt Lender and the Revolving Credit
      Agent (in each case as defined therein and dated as of the Effective
      Date;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              A
      Letter from Travelers Indemnity and Surety Company of America to the Agent
      in form and substance acceptable to the Agent and fully executed by each
      party thereto and dated on or prior to the Effective
  Date;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Evidence
      of the filing of a UCC-3 termination statement over any “all asset” filing
      for the benefit of National City
Bank;

            


    

     

    
      	
               
      

            	
              (v)

            	
              Intentionally
      omitted;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              (A)
      Certified copies of uniform commercial code requests for information, or a
      similar search report certified by a party acceptable to the Agent, dated
      a date reasonably prior to the Effective Date, listing all effective
      financing statements in the jurisdiction noted on Schedule 5.1(c) which
      name any Credit Party or Target (under their present names or under any
      previous names used within five (5) years prior to the date hereof) as
      debtors, together with (x) copies of such financing statements, and (y)
      authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if
      any, necessary to release all Liens and other rights of any Person in any
      Collateral described in the Collateral Documents previously granted by any
      Person (other than Liens permitted by Section 8.2 of this Agreement) and
      (B) intellectual property search reports results from the United States
      Patent and Trademark Office and the United States Copyright Office for the
      Credit Parties and Target dated a date reasonably prior to the Effective
      Date.

            


    

     

    
      
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              (vii)

            	
              Any
      documents (including, without limitation, financing statements, amendments
      to financing statements and assignments of financing statements, stock
      powers executed in blank and any endorsements) requested by Agent and
      reasonably required to be provided in connection with the Collateral
      Documents to create, in favor of the Agent (for and on behalf of the
      Lenders), a first priority perfected security interest in the Collateral
      thereunder shall have been filed, registered or recorded, or shall have
      been delivered to Agent in proper form for filing, registration or
      recordation.

            


    

     

    (c)           Acquisition.  On
or before the Effective Date, the Agent shall have received evidence
satisfactory to it that (i) all conditions to effectiveness of the Acquisition
have been satisfied, other than payment of the purchase price, on terms
reasonably acceptable to the Agent and in compliance with the Acquisition
Documents delivered to the Agent (which Acquisition Documents are in form and
substance reasonably acceptable to the Agent), (ii) that the purchase price to
be paid (including any Debt assumed) in connection with the Acquisition is not
in excess of $60,000,000; (iii) any material consents from any third party
necessary to the consummation of the Acquisition have been obtained and (iv)
fully executed copies of all material Acquisition Documents, including all
schedules and exhibits thereto as in effect on the Effective Date, certified
true and correct by Sterling shall have been delivered to the
Agent.

     

    (d)           Intentionally
Omitted.

     

    (e)           Compliance with Certain
Documents and Agreements.  Each Credit Party shall have each
performed and complied in all material respects with all agreements and
conditions contained in this Agreement and the other Loan Documents, to the
extent required to be performed or complied with by such Credit Party. No Person
(other than Agent, Lenders and Issuing Lender) party to this Agreement or any
other Loan Document shall be in material default in the performance or
compliance with any of the terms or provisions of this Agreement or the other
Loan Documents or shall be in material default in the performance or compliance
with any of the material terms or material provisions of, in each case to which
such Person is a party.

     

    (f)           Opinions of
Counsel.  The Credit Parties shall furnish Agent prior to the
initial Advance under this Agreement, with signed copies for each Lender,
opinions of counsel to the Credit Parties, including opinions of local counsel
to the extent deemed necessary by the Agent, in each case dated the Effective
Date and covering such matters as reasonably required by and otherwise
reasonably satisfactory in form and substance to the Agent and each of the
Lenders.

     

    
      
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    (g)           Payment of
Fees.  Borrowers shall have paid to Comerica Bank any fees due
under the terms of the Fee Letter, along with any other fees, costs or expenses
due and outstanding to the Agent or the Lenders as of the Effective Date
(including reasonable fees, disbursements and other charges of counsel to
Agent).

     

    (h)           Financial
Statements.  Borrowers shall have delivered to the Lenders and
the Agent, in form and substance satisfactory to Agent: (a) any updates of the
pro forma unaudited combined consolidated balance sheet as of June 30, 2007 and
statements of operations for the year ended December 31, 2006 and the six months
ended June 30, 2007 of the Credit Parties, and forecasts through December 31,
2008, which statements shall evidence no material adverse change from the
information provided to the Agent prior to the execution and delivery of the
Commitment Letter.

     

    (i)           Appraisals; Due
Diligence.  Agent and Lenders shall have received, in each case
in form and substance satisfactory to the Agent, (a) appraisals of all material
machinery and equipment of the Credit Parties performed by an appraiser and
using appraisal methodology satisfactory to the Agent and which establish an
aggregate value of such property on an orderly liquidation value basis in
amounts satisfactory to the Agent, and (b) such other reports or due diligence
materials as Agent and the Majority Lenders may reasonably request, including
such due diligence materials as Agent and the Majority Banks may request in
connection with the Acquisition, including any new environmental reports
obtained for the real estate acquired in the Acquisition.

     

    (j)           Intentionally
Omitted.

     

    (k)           Bond
Documents.  Agent shall have received copies of the Travelers
Indemnity Agreement and the Liberty Mutual Indemnity Agreement in effect as of
the date hereof.

     

    (l)           Governmental and Other
Approvals.  Agent shall have received copies of all
authorizations, consents, approvals, licenses, qualifications or formal
exemptions, filings, declarations and registrations with, any court,
governmental agency or regulatory authority or any securities exchange or any
other person or party (whether or not governmental) received by any Credit Party
in connection with the transactions contemplated by the Loan Documents to occur
on the Effective Date.

     

    (m)           Closing
Certificate.  The Agent shall have received, with a signed
counterpart for each Lender, a certificate of a Responsible Officer of Borrower
Representative dated the Effective Date (or, if different, the date of the
initial Advance hereunder), stating that to the best of his or her respective
knowledge after due inquiry, (a) the conditions set forth in this Section 5 have
been satisfied to the extent required to be satisfied by any Credit Party; (b)
the representations and warranties made by the Credit Parties in this Agreement
or any of the other Loan Documents, as applicable, are true and correct in all
material respects; (c) no Default or Event of Default shall have occurred and be
continuing; (d) since June 30, 2007, nothing shall have occurred which has had,
or could reasonably be expected to have, a material adverse change on the
business, results of operations, conditions, property or prospects (financial or
otherwise) of Borrowers or any other Credit Party; and (e) there shall have been
no material adverse change to the pro forma financial information and
projections delivered to Agent prior to the execution and delivery of the
Commitment Letter.

     

    
      
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    5.2           Continuing
Conditions.  The
obligations of each Lender to make Advances (including the initial Advance)
under this Agreement and the obligation of the Issuing Lender to issue any
Letters of Credit shall be subject to the continuing conditions
that:

     

    (a)           No
Default or Event of Default shall exist as of the date of the Advance or the
request for the Letter of Credit, as the case may be; and

     

    (b)           Each
of the representations and warranties contained in this Agreement and in each of
the other Loan Documents shall be true and correct in all material respects as
of the date of the Advance or Letter of Credit (as the case may be) as if made
on and as of such date (other than any representation or warranty that expressly
speaks only as of a different date).

     

    
      	
               
      

            	
              6.REPRESENTATIONS
      AND WARRANTIES.

            


    

     

    Each
Borrower represents and warrants to the Agent, the Lenders, the Swing Line
Lender and the Issuing Lender as follows:

     

    6.1           Corporate
Authority.  Each
Credit Party is a corporation (or other business entity) duly organized and
existing in good standing under the laws of the state or jurisdiction of its
incorporation or formation, as applicable, and each Credit Party is duly
qualified and authorized to do business as a foreign corporation in each
jurisdiction where the character of its assets or the nature of its activities
makes such qualification and authorization necessary except where failure to be
so qualified or be in good standing could not reasonably be expected to have a
Material Adverse Effect. Each Credit Party has all requisite corporate, limited
liability or partnership power and authority to own all its property (whether
real, personal, tangible or intangible or of any kind whatsoever) and to carry
on its business.

     

    6.2           Due
Authorization.  Execution,
delivery and performance of this Agreement, and the other Loan Documents, to
which each Credit Party is party, and the issuance of the Notes by Borrowers (if
requested) are within such Person’s corporate, limited liability or partnership
power, have been duly authorized, are not in contravention of any law applicable
to such Credit Party or the terms of such Credit Party’s organizational
documents and, except as have been previously obtained or as referred to in
Section 6.10, below, do not require the consent or approval of any governmental
body, agency or authority or any other third party except to the extent that
such consent or approval is not material to the transactions contemplated by the
Loan Documents.

     

    6.3           Good Title; Leases; Assets;
No Liens.  (a)  Each
Credit Party, to the extent applicable, has good and valid title (or, in the
case of real property, good and marketable title) to all assets owned by it,
subject only to the Liens permitted under section 8.2 hereof, and each Credit
Party has a valid leasehold or interest as a lessee or a licensee in all of its
leased real property;

     

    (b)           Schedule
6.3(b) hereof identifies all of the real property owned by the Credit Parties on
the Effective Date;

     

    
      
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    (c)           The
Credit Parties will collectively own or collectively have a valid leasehold
interest in all assets that were owned or leased (as lessee) by the Credit
Parties immediately prior to the Effective Date to the extent that such assets
are necessary for the continued operation of the Credit Parties’ businesses in
substantially the manner as such businesses were operated immediately prior to
the Effective Date;

     

    (d)           Each
Credit Party owns or has a valid leasehold interest in all real property
necessary for its continued operations and, to the best knowledge of Borrowers,
no material condemnation, eminent domain or expropriation action has been
commenced or threatened against any such owned or leased real property;
and

     

    (e)           There
are no Liens on and no financing statements on file with respect to any of the
assets owned by the Credit Parties, except for the Liens permitted pursuant to
Section 8.2 of this Agreement.

     

    6.4           Taxes.  Except
as set forth on Schedule 6.4 hereof, each Credit Party has filed on or before
their respective due dates or within the applicable grace periods, all United
States federal, state, local and other tax returns which are required to be
filed or has obtained extensions for filing such tax returns and is not
delinquent in filing such returns in accordance with such extensions and has
paid all material taxes which have become due pursuant to those returns or
pursuant to any assessments received by any such Credit Party, as the case may
be, to the extent such taxes have become due, except to the extent such taxes
are being contested in good faith by appropriate proceedings diligently
conducted and with respect to which adequate provision has been made on the
books of such Credit Party as may be required by GAAP.

     

    6.5           No
Defaults.  No
Credit Party is in default under or with respect to any agreement, instrument or
undertaking to which it is a party or by which it or any of its property is
bound which would cause or would reasonably be expected to cause a Material
Adverse Effect.

     

    6.6           Enforceability of Agreement
and Loan Documents.  This
Agreement and each of the other Loan Documents to which any Credit Party is a
party (including without limitation, each Request for Advance), have each been
duly executed and delivered by its duly authorized officers and constitute the
valid and binding obligations of such Credit Party, enforceable against such
Credit Party in accordance with their respective terms, except as enforcement
thereof may be limited by applicable bankruptcy, reorganization, insolvency,
fraudulent conveyance, moratorium or similar laws affecting the enforcement of
creditor’s rights, generally and by general principles of equity (regardless of
whether enforcement is considered in a proceeding in law or
equity).

     

    6.7           Compliance with
Laws.  (a)
Except as disclosed on Schedule 6.7, each Credit Party has complied with all
applicable federal, state and local laws, ordinances, codes, rules, regulations
and guidelines (including consent decrees and administrative orders) including
but not limited to Hazardous Material Laws, and is in compliance with any
Requirement of Law, except to the extent that failure to comply therewith could
not reasonably be expected to have a Material Adverse Effect; and (b) neither
the extension of credit made pursuant to this Agreement or the use of the
proceeds thereof by the Credit Parties will violate the Trading with the Enemy
Act, as amended, or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto, or The United and
Strengthening America by providing appropriate Tools Required to Intercept and
Obstruct Terrorism (“USA Patriot Act”) Act of 2001, Public Law 10756, October
26, 2001 or  Executive Order 13224 of September 23, 2001 issued by the
President of the United States (66 Fed. Reg. 49049 (2001)).

     

    
      
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    6.8           Non-contravention.  The
execution, delivery and performance of this Agreement and the other Loan
Documents (including each Request for Advance) to which each Credit Party is a
party are not in contravention of the terms of any indenture, agreement or
undertaking to which such Credit Party is a party or by which it or its
properties are bound where such violation could reasonably be expected to have a
Material Adverse Effect.

     

    6.9           Litigation.  Except
as set forth on Schedule 6.9 hereof, there is no suit, action, proceeding,
including, without limitation, any bankruptcy proceeding or governmental
investigation pending against or to the knowledge of Borrowers, threatened
against any Credit Party (other than any suit, action or proceeding in which a
Credit Party is the plaintiff and in which no counterclaim or cross-claim
against such Credit Party has been filed), or any judgment, decree, injunction,
rule, or order of any court, government, department, commission, agency,
instrumentality or arbitrator outstanding against any Credit Party, nor is any
Credit Party in violation of any applicable law, regulation, ordinance, order,
injunction, decree or requirement of any governmental body or court which could
in any of the foregoing events reasonably be expected to have a Material Adverse
Effect.

     

    6.10           Consents, Approvals and
Filings, Etc.  Except
as set forth on Schedule 6.10 hereof, no material authorization, consent,
approval, license, qualification or formal exemption from, nor any filing,
declaration or registration with, any court, governmental agency or regulatory
authority or any securities exchange or any other Person (whether or not
governmental) is required in connection with the execution, delivery and
performance: (a) by any Credit Party of this Agreement and any of the other Loan
Documents or Acquisition Documents to which such Credit Party is a party or (b)
by the Credit Parties of the grant of Liens granted, conveyed or otherwise
established (or to be granted, conveyed or otherwise established) by or under
this Agreement or the other Loan Documents, as applicable, except in each case
for (i) such matters which have been previously obtained, and (ii) such filings
to be made concurrently herewith or promptly following the Effective Date as are
required by the Collateral Documents to perfect Liens in favor of the Agent. All
such material authorizations, consents, approvals, licenses, qualifications,
exemptions, filings, declarations and registrations which have previously been
obtained or made, as the case may be, are in full force and effect and, to the
best knowledge of Borrowers, are not the subject of any attack or threatened
attack (in each case in any material respect) by appeal or direct proceeding or
otherwise.

     

    6.11           Agreements Affecting
Financial Condition.  No
Credit Party is party to any agreement or instrument or subject to any charter
or other corporate restriction which could reasonably be expected to have a
Material Adverse Effect.

     

    6.12           No Investment Company or
Margin Stock.  No
Credit Party is an “investment company” within the meaning of the Investment
Company Act of 1940, as amended. No Credit Party is engaged principally, or as
one of its important activities, directly or indirectly, in the business of
extending credit for the purpose of purchasing or carrying margin stock. None of
the proceeds of any of the Advances will be used by any Credit Party to purchase
or carry margin stock. Terms for which meanings are provided in Regulation U of
the Board of Governors of the Federal Reserve System or any regulations
substituted therefore, as from time to time in effect, are used in this
paragraph with such meanings.

     

    
      
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    6.13           ERISA.  No
Credit Party maintains or contributes to any Pension Plan subject to Title IV of
ERISA, except as set forth on Schedule 6.13 hereto or otherwise disclosed to the
Agent in writing.  There is no accumulated funding deficiency within
the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA,
or any outstanding liability with respect to any Pension Plans owed to the PBGC
other than future premiums due and owing pursuant to Section 4007 of ERISA, and
no “reportable event” as defined in Section 4043(c) of ERISA has occurred with
respect to any Pension Plan other than an event for which the notice requirement
has been waived by the PBGC.  None of the Credit Parties has engaged
in a prohibited transaction with respect to any Pension Plan, other than a
prohibited transaction for which an exemption is available and has been
obtained, which could subject such Credit Parties to a material tax or penalty
imposed by Section 4975 of the Internal Revenue Code or Section 502(i) of
ERISA.  Each Pension Plan is being maintained and funded in accordance
with its terms and is in material compliance with the requirements of the
Internal Revenue Code and ERISA.  No Credit Party has had a complete
or partial withdrawal from any Multiemployer Plan that has resulted or could
reasonably be expected to have resulted in any Withdrawal Liability and, except
as notified to Agent in writing following the Effective Date, no such
Multiemployer Plan is in reorganization (within the meaning of Section 4241 of
ERISA) or insolvent (within the meaning of Section 4245 of ERISA).

     

    6.14           Conditions Affecting
Business or Properties.  Neither
the respective businesses nor the properties of any Credit Party is affected by
any fire, explosion, accident, strike, lockout or other dispute, drought, storm,
hail, earthquake, embargo, Act of God, or other casualty (except to the extent
such event is covered by insurance sufficient to ensure that upon application of
the proceeds thereof, no Material Adverse Effect could reasonably be expected to
occur) which could reasonably be expected to have a Material Adverse
Effect.

     

    6.15           Environmental and Safety
Matters.  Except
as set forth in Schedules 6.9, 6.10 and 6.15:

     

    
      	
               
      

            	
              (a)

            	
              all
      facilities and property owned or leased by the Credit Parties are in
      compliance with all Hazardous Material Laws in all material
      respects;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      the best knowledge of Borrowers, there have been no unresolved and
      outstanding past, and there are no pending or
  threatened:

            


    

     

    
      	
               
      

            	
              (i)

            	
              claims,
      complaints, notices or requests for information received by any Credit
      Party with respect to any alleged violation of any Hazardous Material Law
      which, if adversely determined, could reasonably be expected to have a
      Material Adverse Effect, or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              written
      complaints, notices or inquiries to any Credit Party regarding potential
      liability of any Credit Parties under any Hazardous Material Law which, if
      adversely determined, could reasonably be expected to have a Material
      Adverse Effect; and

            


    

     

    
      
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              (c)

            	
              to
      the best knowledge of Borrowers, no conditions exist at, on or under any
      property now or previously owned or leased by any Credit Party which, with
      the passage of time, or the giving of notice or both, are reasonably
      likely to give rise to liability under any Hazardous Material Law which
      solely or together with any other such conditions could reasonably be
      expected to have a Material Adverse
Effect.

            


    

     

    6.16           Subsidiaries.  Except
as disclosed on Schedule 6.16 hereto as of the Effective Date, and thereafter,
except as disclosed to the Agent in writing from time to time, no Credit Party
has any Subsidiaries.

     

    6.17           Intentionally
Omitted.

     

    6.18           Intentionally
Omitted.

     

    6.19           Franchises, Patents,
Copyrights, Tradenames, etc.  The
Credit Parties possess all franchises, patents, copyrights, trademarks, trade
names, licenses and permits, and rights in respect of the foregoing, adequate
for the conduct of their business substantially as now conducted without known
conflict with any rights of others except where the failure to possess such
rights could not reasonably be expected to have a Material Adverse
Effect.  Schedule 6.19 contains a true and accurate list of all trade
names and any and all other names used by any Credit Party during the five-year
period ending as of the Effective Date.

     

    6.20           Capital
Structure.  Schedule
6.20 attached hereto sets forth all issued and outstanding Equity Interests of
each Credit Party, including the number of authorized, issued and outstanding
Equity Interests of each Credit Party, the par value of such Equity Interests
and, other than for Sterling, the holders of such Equity Interests, all on and
as of the Effective Date. All issued and outstanding Equity Interests of each
Credit Party are duly authorized and validly issued, fully paid, nonassessable,
and, except for the Equity Interests of Sterling, free and clear of all Liens
(except for the benefit of Agent) and such Equity Interests were issued in
compliance with all applicable state, federal and foreign laws concerning the
issuance of securities.  Except as disclosed on Schedule 6.20, there
are no preemptive or other outstanding rights, options, warrants, conversion
rights or similar agreements or understandings for the purchase or acquisition
from any Credit Party, of any Equity Interests of any Credit Party.

     

    6.21           Accuracy of
Information.  (a)  The
audited financial statements for the Fiscal Year ended December 31, 2006,
furnished to Agent and the Lenders prior to the Effective Date fairly present in
all material respects the financial condition of Sterling and its Subsidiaries
covered thereby and the results of their operations for the periods covered
thereby, and have been prepared in accordance with GAAP. The projections and the
other pro forma financial information delivered to the Agent prior to the
Effective Date are based upon good faith estimates and assumptions believed by
management of the Borrowers to be accurate and reasonable at the time made, it
being recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein.

     

    
      
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    (b)           From
June 30, 2007 through the Effective Date, there has been no material adverse
change in the business, operations, condition, property or prospects (financial
or otherwise) of the Credit Parties, taken as a whole.

     

    (c)           To
the best knowledge of the Credit Parties, as of the Effective Date, (i) the
Credit Parties do not have any material contingent obligations (including any
liability for taxes) not disclosed by or reserved against in the opening balance
sheet to be delivered hereunder and (ii) there are no unrealized or anticipated
losses from any present commitment of the Credit Parties which contingent
obligations and losses in the aggregate could reasonably be expected to have a
Material Adverse Effect.

     

    6.22           Solvency.  After
giving effect to the consummation of the transactions contemplated by this
Agreement and other Loan Documents and the Acquisition Documents, each Credit
Party will be solvent, able to pay its indebtedness as it matures and will have
capital sufficient to carry on its businesses and all business in which it is
about to engage. This Agreement is being executed and delivered by the Borrowers
to Agent and the Lenders in good faith and in exchange for fair, equivalent
consideration. The Credit Parties do not intend to nor does management of the
Credit Parties believe the Credit Parties will incur debts beyond their ability
to pay as they mature. No Credit Party contemplates filing a petition in
bankruptcy or for an arrangement or reorganization under the Bankruptcy Code or
any similar law of any jurisdiction now or hereafter in effect relating to any
Credit Party, nor does any Credit Party have any knowledge of any threatened
bankruptcy or insolvency proceedings against a Credit Party.

     

    6.23           Employee
Matters.  Except
as set forth on Schedule 6.23, there are no strikes, slowdowns, work stoppages,
unfair labor practice complaints, grievances, arbitration proceedings or
controversies pending or, to the best knowledge of the Borrowers, threatened
against any Credit Party by any employees of any Credit Party, other than
non-material employee grievances or controversies arising in the ordinary course
of business. Set forth on Schedule 6.23 are all union contracts or agreements to
which any Credit Party is party as of the Effective Date and the related
expiration dates of each such contract.

     

    6.24           No
Misrepresentation.  Neither
this Agreement nor any other Loan Document, certificate, information or report
furnished or to be furnished by or on behalf of a Credit Party to Agent or any
Lender in connection with any of the transactions contemplated hereby or
thereby, contains a misstatement of material fact, or omits to state a material
fact required to be stated in order to make the statements contained herein or
therein, taken as a whole, not misleading in the light of the circumstances
under which such statements were made.  There is no fact, other than
information known to the public generally, known to any Credit Party after
diligent inquiry, that could reasonably be expect to have a Material Adverse
Effect that has not expressly been disclosed to Agent in writing.

     

    6.25           Corporate Documents and
Corporate Existence.  As
to each Credit Party, (a) it is an organization as described on Schedule 1.3
hereto and has provided the Agent and the Lenders with complete and correct
copies of its articles of incorporation, by-laws and all other applicable
charter and other organizational documents, and, if applicable, a good standing
certificate and (b) its correct legal name, business address, type of
organization and jurisdiction of organization, tax identification number and
other relevant identification numbers are set forth on Schedule 1.3
hereto.

     

    
      
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    6.26           Acquisition
Documents.

     

    
      	
               
      

            	
              (a)

            	
              Each
      Acquisition Document to which any Credit Party is a party has been duly
      authorized and validly executed, constitutes the valid and binding
      obligation of such Credit Party and is enforceable against such Credit
      Party in accordance with its terms except as enforcement thereof may be
      limited by applicable bankruptcy, reorganization, insolvency, fraudulent
      conveyance, moratorium or similar laws affecting the enforcement of
      creditor’s rights, generally and by general principles of equity
      (regardless of whether enforcement is considered in a proceeding in law or
      equity).  No Acquisition Document to which any Credit Party is a
      party has been modified, amended, altered or changed in any manner except
      in compliance with this Agreement, and there are no unwaived defaults,
      other than such defaults which, either singly or in the aggregate, could
      not reasonably be expected to have a Material Adverse Effect, existing
      under the Acquisition Documents by any Credit Party that is a party
      thereto, or, to the best of the knowledge of any Credit Party, by any
      other party thereto;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Credit Parties will keep and perform or cause to be kept and performed all
      of their respective material obligations under the Acquisition
      Documents;

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      Credit Party shall have granted a collateral assignment of, or a security
      interest over the Acquisition Documents (other than in favor of Agent for
      the benefit of the Lenders) and, no Credit Party shall have sold,
      transferred or assigned any Acquisition Document to any Person (other than
      to or in favor of Agent) without the consent of the Agent;
    and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Upon
      the consummation of the Acquisition, the Borrowers and Sellers shall have
      obtained all material third party consents reasonably deemed necessary by
      Agent or otherwise required in connection with the Acquisition and shall
      have delivered copies to Agent of all additional assignment or assumption
      agreements entered into in connection therewith, except to the extent
      waived or extended pursuant to the terms hereof and
    thereof.

            


    

     

    
      	
               
      

            	
              7.AFFIRMATIVE
      COVENANTS.

            


    

     

    Each
Borrower covenants and agrees, so long as any Lender has any commitment to
extend credit hereunder, or any of the Indebtedness remains outstanding and
unpaid, that it will, and, as applicable, it will cause each of its Subsidiaries
to:

     

    
      
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    7.1           Financial
Statements.  Furnish
to the Agent, in form and detail satisfactory to Agent, with sufficient copies
for each Lender, the following documents:

     

    
      	
               
      

            	
              (a)

            	
              as
      soon as available, but in any event within one hundred twenty (120) days
      after the end of each Fiscal Year, a copy of the audited Consolidated and
      unaudited Consolidating financial statements of the Sterling and its
      Consolidated Subsidiaries as at the end of such Fiscal Year and the
      related audited Consolidated and unaudited Consolidating statements of
      income, stockholders equity, and cash flows of Sterling and its
      Consolidated Subsidiaries for such Fiscal Year or partial Fiscal Year and
      underlying assumptions, setting forth in each case in comparative form the
      figures for the previous Fiscal Year, certified as being fairly stated in
      all material respects by an independent, nationally recognized certified
      public accounting firm reasonably satisfactory to the Agent;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              as
      soon as available, but in any event within forty-five (45) days after the
      end of each fiscal quarter of Sterling (except the last quarter of each
      Fiscal Year), Borrower prepared unaudited Consolidated and Consolidating
      balance sheets of Sterling and its Consolidated Subsidiaries as at the end
      of such quarter and the related stockholders equity and cash flows,
      jobs-in-progress report, backlog report, and accounts receivable and
      payable statements, and a statement of the Average Total Debt for the
      Applicable Measuring Period of Sterling and its Consolidated Subsidiaries
      for the portion of the Fiscal Year through the end of such quarter,
      setting forth in each case in comparative form the figures for the
      corresponding periods in the previous Fiscal Year, and certified by a
      Responsible Officer of the Borrower Representative as being fairly stated
      in all material respects;

            


    

     

    all such
financial statements to be complete and correct in all material respects and to
be prepared in reasonable detail and in accordance with GAAP throughout the
periods reflected therein and with prior periods (except as approved by a
Responsible Officer of the Borrower Representative and disclosed therein),
provided however that the financial statements delivered pursuant to clause (b)
hereof will not be required to include footnotes and will be subject to change
from audit and year-end adjustments.

     

    7.2           Certificates; Other
Information.  Furnish
to the Agent, in form and detail acceptable to Agent, with sufficient copies for
each Lender, the following documents:

     

    
      	
               
      

            	
              (a)

            	
              Concurrently
      with the delivery of the financial statements described in Sections 7.1(a)
      and 7.1(b) of this Agreement for each fiscal year-end and fiscal
      quarter-end, respectively, a Covenant Compliance Report duly executed by a
      Responsible Officer of the Borrower Representative and, as required by the
      Security Agreement, all original vehicle titles for vehicles acquired by
      any Credit Party during the prior fiscal
  quarter;

            


    

     

    
      
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              (b)

            	
              Deliver
      (i) no later than November 15, 2007, a pro forma opening balance sheet for
      Sterling and its Consolidated Subsidiaries (including the Target) and (ii)
      no later than December 15, 2007, an actual opening balance sheet (the
      “Balance Sheet”) for Sterling and its Consolidated Subsidiaries (including
      Target), each such balance sheet to be in form and substance reasonably
      acceptable to the Agent;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Promptly
      upon receipt thereof, copies of all significant reports submitted by the
      Credit Parties’ firm(s) of certified public accountants in connection with
      each annual, interim or special audit or review of any type of the
      financial statements or related internal control systems of the Credit
      Parties made by such accountants, including any comment letter submitted
      by such accountants to management in connection with their
      services;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Any
      financial reports, statements, press releases, other material information
      or written notices delivered to the holders of the Subordinated Debt
      pursuant to any applicable Subordinated Debt Documents (to the extent not
      otherwise required hereunder), as and when delivered to such
      Persons;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Within
      sixty (60) days after the end of each Fiscal Year, projections for the
      Credit Parties for the next succeeding Fiscal Year, substantially in the
      form provided to the Agent prior to Effective Date, except as otherwise
      requested by or agreed to by the Agent, such projections certified by a
      Responsible Officer of the Borrower Representative as being based on
      reasonable estimates and assumptions taking into account all facts and
      information known (or reasonably available to any Credit Party) by a
      Responsible Officer of the Borrower
  Representative;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Promptly
      upon the filing thereof, any 10-K or 10-Q filings made with the Securities
      and Exchange Commission or any national securities
    exchange;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Any
      additional information as required by any Loan Document, and such
      additional schedules, certificates and reports respecting all or any of
      the Collateral, the items or amounts received by the Credit Parties in
      full or partial payment thereof, and any goods (the sale or lease of which
      shall have given rise to any of the Collateral) possession of which has
      been obtained by the Credit Parties, all to such extent as Agent may
      reasonably request from time to time, any such schedule, certificate or
      report to be certified as true and correct in all material respects by a
      Responsible Officer of the applicable Credit Party and shall be in such
      form and detail as Agent may reasonably specify;
  and

            


    

     

    
      	
               
      

            	
              (h)

            	
              Such
      additional financial and/or other information as Agent or any Lender may
      from time to time reasonably request, promptly following such
      request.

            


    

     

    
      
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    7.3           Intentionally
Omitted.

     

    7.4           Conduct of Business and
Maintenance of Existence; Compliance with Laws.

     

    (a)           Not
engage in any business that is substantially different from the business
conducted by the Credit Parties immediately prior to the Effective Date and
businesses reasonably related or complementary thereto;

     

    (b)           Preserve,
renew and keep in full force and effect its existence and maintain its
qualifications to do business in each jurisdiction where such qualifications are
necessary for its operations, except as otherwise permitted pursuant to Section
8.4;

     

    (c)           Take
all action it deems necessary in its reasonable business judgment to maintain
all rights, privileges and franchises necessary for the normal conduct of its
business except where the failure to so maintain such rights, privileges or
franchises could not, either singly or in the aggregate, reasonably be expected
to have a Material Adverse Effect;

     

    (d)           Comply
with all Requirements of Law, except to the extent that failure to comply
therewith could not, either singly or in the aggregate, reasonably be expected
to have a Material Adverse Effect; and

     

    (e)           (i)
Continue to be a Person whose property or interests in property is not blocked
or subject to blocking pursuant to Section 1 of Executive Order 13224 of
September 23, 2001 Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001))
(the “Order”), (ii) not engage in the transactions prohibited by Section 2 of
that Order or become associated with Persons such that a violation of Section 2
of the Order would arise, and (iii) not become a Person on the list of Specially
Designated National and Blocked Persons, or (iv) otherwise not become subject to
the limitation of any OFAC regulation or executive order.

     

    7.5           Maintenance of Property;
Insurance.  (a)  Keep
all material property it deems, in its reasonable business judgment, useful and
necessary in its business in working order (ordinary wear and tear excepted);
(b) maintain insurance coverage with financially sound and reputable insurance
companies on physical assets and against other business risks in such amounts
and of such types as are customarily carried by companies similar in size and
nature (including without limitation casualty and public liability and property
damage insurance), and in the event of acquisition of additional property, real
or personal, or of the incurrence of additional risks of any nature, increase
such insurance coverage in such manner and to such extent as prudent business
judgment and present practice or any applicable Requirements of Law would
dictate; (c) in the case of all insurance policies covering any Collateral, such
insurance policies shall provide that the loss payable thereunder shall be
payable to the applicable Credit Party, and to the Agent (as mortgagee, or, in
the case of personal property interests, lender loss payee) as their respective
interests may appear; (d) in the case of all  public liability
insurance policies, such policies shall list the Agent as an additional insured,
as Agent may reasonably request; and (e) if requested by Agent, certificates
evidencing such policies, including all endorsements thereto, to be deposited
with Agent, such certificates being in form and substance reasonably acceptable
to Agent.

     

    
      
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    7.6           Inspection of Property;
Books and Records, Discussions.  Permit
Agent and each Lender, through their authorized attorneys, accountants and
representatives (a) at all reasonable times during normal business hours, upon
the request of Agent or such Lender, to examine each Credit Party’s books,
accounts, records, ledgers and assets and properties; (b) from time to time,
during normal business hours, upon the request of the Agent, to conduct
appraisals of all or a portion of the material fixed assets of the Credit
Parties, such appraisals to be completed by an appraiser as may be selected by
Agent and consented to by the Borrower Representative (such consent not to be
unreasonably withheld), with all reasonable costs and expenses of such
appraisals to be reimbursed by the Credit Parties, provided that so long as no
Event of Default or Default exists, Borrowers shall not be required to reimburse
Agent for such audits or appraisals more frequently than once each Fiscal Year;
(c) during normal business hours and at their own risk, to enter onto the real
property owned or leased by any Credit Party to conduct inspections,
investigations or other reviews of such real property; and (d) at reasonable
times during normal business hours and at reasonable intervals, to visit all of
the Credit Parties’ offices, discuss each Credit Party’s respective financial
matters with their respective officers, as applicable, and, by this provision,
each Borrower authorizes, and will cause each of their respective Subsidiaries
to authorize, its independent certified or chartered public accountants to
discuss the finances and affairs of any Credit Party and examine any of such
Credit Party’s books, reports or records held by such accountants.

     

    7.7           Notices.  Promptly
give written notice to the Agent of:

     

    
      	
               
      

            	
              (a)

            	
              the
      occurrence of any Default or Event of Default of which any Credit Party
      has knowledge;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      (i) litigation or proceeding existing at any time between any Credit Party
      and any Governmental Authority or other third party, or any investigation
      of any Credit Party conducted by any Governmental Authority, which in any
      case if adversely determined would have a Material Adverse Effect or (ii)
      any material adverse change in the financial condition of any Credit Party
      since the date of the last audited financial statements delivered pursuant
      to Section 7.1(a) hereof;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      occurrence of any event which any Credit Party believes could reasonably
      be expected to have a Material Adverse Effect, promptly after concluding
      that such event could reasonably be expected to have such a Material
      Adverse Effect;

            


    

     

    
      	
               
      

            	
              (d)

            	
              promptly
      after becoming aware thereof, the taking by the Internal Revenue Service
      or any foreign taxing jurisdiction of a written tax position (or any such
      tax position taken by any Credit Party in a filing with the Internal
      Revenue Service or any foreign taxing jurisdiction) which could reasonably
      be expected to have a Material Adverse Effect, setting forth the details
      of such position and the financial impact
  thereof;

            


    

     

    
      	
               
      

            	
              (e)

            	
              (i)
      all jurisdictions in which any Credit Party proposes to become qualified
      after the Effective Date to transact business, (ii) the acquisition or
      creation of any new Subsidiaries, (iii) any material change after the
      Effective Date in the authorized and issued Equity Interests of any Credit
      Party or any other material amendment to any Credit Party’s charter,
      by-laws or other organizational documents, such notice, in each case, to
      identify the applicable jurisdictions, capital structures or amendments as
      applicable, provided that such notice shall be given not less than ten
      (10) Business Days prior to the proposed effectiveness of such changes,
      acquisition or creation, as the case may be (or such shorter period to
      which Agent may consent);

            


    

     

    
      
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              (f)

            	
              not
      less than fifteen (15) Business Days (or such other shorter period to
      which Agent may agree) prior to the proposed effective date thereof, any
      proposed material amendments, restatements or other modifications to any
      Subordinated Debt Documents; and

            


    

     

    
      	
               
      

            	
              (g)

            	
              any
      default or event of default by any Person under any Subordinated Debt
      Document, Acquisition Document or Bond Document concurrently with delivery
      or promptly after receipt (as the case may be) of any notice of default or
      event of default under the applicable document, as the case may
      be.

            


    

     

    Each
notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of the Borrower Representative setting forth details of the
occurrence referred to therein and, in the case of notices referred to in
clauses (a), (b), (c), (d) and (g) hereof stating what action the applicable
Credit Party has taken or proposes to take with respect thereto.

     

    7.8           Hazardous Material
Laws.

     

    (a)           Use
and operate all of its facilities and properties in material compliance with all
applicable Hazardous Material Laws, keep all material required permits,
approvals, certificates, licenses and other authorizations required under such
Hazardous Material Laws in effect and remain in compliance therewith, and handle
all Hazardous Materials in material compliance with all applicable Hazardous
Material Laws;

     

    (b)           (i)
Promptly notify Agent and provide copies upon receipt of all written claims,
complaints, notices or inquiries received by any Credit Party relating to its
facilities and properties or compliance with Hazardous Material Laws which, if
adversely determined, could reasonably be expected to have a Material Adverse
Effect and (ii) promptly cure and have dismissed with prejudice to the
reasonable satisfaction of Agent and the Majority Lenders any material actions
and proceedings relating to compliance with Hazardous Material Laws to which any
Credit Party is named a party, other than such actions or proceedings being
contested in good faith and with the establishment of reasonable
reserves;

     

    (c)           To
the extent necessary to comply in all material respects with Hazardous Material
Laws, remediate or monitor contamination arising from a release or disposal of
Hazardous Material, which solely, or together with other releases or disposals
of Hazardous Materials could reasonably be expected to have a Material Adverse
Effect;

     

    (d)           Provide
such information and certifications which Agent or any Lender may reasonably
request from time to time to evidence compliance with this Section
7.8.

     

    
      
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    7.9           Financial
Covenants.

     

    (a)           Commencing
with the fiscal quarter ending December 31, 2007, maintain as of the end of each
fiscal quarter a Fixed Charge Coverage Ratio of not less than 1.25 to
1.00.

     

    (b)           Commencing
with the fiscal quarter ending December 31, 2007, maintain as of the end of each
fiscal quarter a Leverage Ratio of not more (i) than 2.25 to 1.00 for the fiscal
quarters ending December 31, 2007 and March 31, 2008 and (ii) 2.00 to 1.00 for
each fiscal quarter thereafter:

     

    (c)           Commencing
on the Effective Date (after giving effect to the Acquisition), maintain a
Tangible Net Worth of Sterling and its Consolidated Subsidiaries equal to (i)
the Tangible Net Worth of Sterling and its Consolidated Subsidiaries as
calculated based on the Balance Sheet less $3,000,000 plus (ii) 50% of each
subsequent fiscal quarter’s positive Net Income, without reduction for
losses.

     

    (d)           Commencing
on the Effective Date (after giving effect to the Acquisition), maintain an
Asset Coverage Ratio of at least 1.25 to 1.00.

     

    (e)           At
no time shall Sterling and its Consolidated Subsidiaries have Net Income for any
two consecutive fiscal quarters which is less than ($500,000) in the aggregate
for such two consecutive fiscal quarters.

     

    7.10           Governmental and Other
Approvals.  Apply
for, obtain and/or maintain in effect, as applicable, all authorizations,
consents, approvals, licenses, qualifications, exemptions, filings, declarations
and registrations (whether with any court, governmental agency, regulatory
authority, securities exchange or otherwise) which are necessary or reasonably
requested by Agent in connection with the execution, delivery and performance by
any Credit Party of, as applicable, this Agreement, the other Loan Documents,
the Subordinated Debt Documents or any other documents or instruments to be
executed and/or delivered by any Credit Party, as applicable in connection
therewith or herewith, except where the failure to so apply for, obtain or
maintain could not reasonably be expected to have a Material Adverse
Effect.

     

    7.11           Compliance with ERISA; ERISA
Notices.  (a)  Comply
in all material respects with all material requirements imposed by ERISA and the
Internal Revenue Code, including, but not limited to, the minimum funding
requirements for any Pension Plan, except to the extent that any noncompliance
could not reasonably be expected to have a Material Adverse Effect.

     

    (b)           Promptly
notify Agent upon the occurrence of any of the following events in writing: (i)
the termination, other than a standard termination, as defined in ERISA, of any
Pension Plan subject to Subtitle C of Title IV of ERISA by any Credit Party;
(ii) the appointment of a trustee by a United States District Court to
administer any Pension Plan subject to Title IV of ERISA; (iii) the commencement
by the PBGC, of any proceeding to terminate any Pension Plan subject to Title IV
of ERISA; (iv) the failure of any Credit Party to make any payment in respect of
any Pension Plan required under Section 412 of the Internal Revenue Code or
Section 302 of ERISA; (v) the withdrawal of any Credit Party from any
Multiemployer Plan if any Credit Party reasonably believes that such withdrawal
would give rise to the imposition of Withdrawal Liability with respect thereto;
or (vi) the occurrence of (x) a “reportable event” which is required to be
reported by a Credit Party under Section 4043 of ERISA other than any event for
which the reporting requirement has been waived by the PBGC or (y) a “prohibited
transaction” as defined in Section 406 of ERISA or Section 4975 of the Internal
Revenue Code other than a transaction for which a statutory exemption is
available or an administrative exemption has been obtained.

     

    
      
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    7.12           Defense of
Collateral.  Defend
the Collateral from any Liens other than Liens permitted by Section
8.2.

     

    7.13           Future Subsidiaries;
Additional Collateral.

     

    (a)           With
respect to each Person which becomes a Domestic Subsidiary of a Borrower
(directly or indirectly) subsequent to the Effective Date, whether by Permitted
Acquisition or otherwise, cause such new Domestic Subsidiary to execute and
deliver to the Agent, for and on behalf of each of the Lenders (unless waived by
Agent):

     

    
      	
               
      

            	
              (i)

            	
              Within
      thirty (30) days after the date such Person becomes a Domestic Subsidiary
      (or such longer time period as the Agent may determine), a joinder
      agreement to this Agreement, whereby such Domestic Subsidiary shall become
      a co-Borrower hereunder; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              within
      thirty (30) days after the date such Person becomes a Domestic Subsidiary
      (or such longer time period as the Agent may determine), a joinder
      agreement to the Security Agreement whereby such Domestic Subsidiary
      grants a Lien over its assets (other than Equity Interests which should be
      governed by (b) of this Section 7.13) as set forth in the Security
      Agreement, and such Domestic Subsidiary shall take such additional actions
      as may be necessary to ensure a valid first priority perfected Lien over
      such assets of such Domestic Subsidiary as are specified in the Security
      Agreement, subject only to the other Liens permitted pursuant to Section
      8.2 of this Agreement;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              within
      the time period specified in and to the extent required under clause (c)
      of this Section 7.13, any Mortgage, Collateral Access Agreements and/or
      other documents required to be delivered in connection
      therewith;

            


    

     

    (b)           With
respect to the Equity Interests of each Person which becomes (whether by
Permitted Acquisition or otherwise) (i) a Domestic Subsidiary subsequent to the
Effective Date, cause the Credit Party that holds such Equity Interests to
execute and deliver such Pledge Agreements, and take such actions as may be
necessary to ensure a valid first priority perfected Lien over one hundred
percent (100%) of the Equity Interests of such Domestic Subsidiary held by a
Credit Party, such Pledge Agreements to be executed and delivered (unless waived
by Agent) within thirty (30) days after the date such Person becomes a Domestic
Subsidiary (or such longer time period as Agent may determine); and (ii) a
Foreign Subsidiary subsequent to the Effective Date, the Equity Interests of
which is held directly by a Borrower or one of its Domestic Subsidiaries, cause
the Credit Party that holds such Equity Interests to execute and deliver such
Pledge Agreements and take such actions as may be necessary to ensure a valid
first priority perfected Lien over sixty-five percent (65%) of the Equity
Interests of such Subsidiary, such Pledge Agreements to be executed and
delivered (unless waived by Agent) within thirty (30) days after the date such
Person becomes a Foreign Subsidiary (or such longer time period as Agent may
determine); and

     

    
      
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    (c)           (i)
With respect to the acquisition of a fee interest in real property by any Credit
Party after the Effective Date (whether by Permitted Acquisition or otherwise)
where the fair market value of such real property is in excess of $1,000,000 or
the fair market value of such real property, together with all other real
property owned by the Credit Parties and not encumbered by a lien in the name of
the Agent for the benefit of the Lenders is in excess of $2,500,000, not later
than thirty (30) days after the acquisition is consummated or the owner of such
property becomes a Domestic Subsidiary (or such longer time period as Agent may
determine), such Credit Party shall execute or cause to be executed (unless
waived by Agent), a Mortgage (or an amendment to an existing mortgage, where
appropriate) covering such real property, together with such additional real
estate documentation, environmental reports, title policies and surveys as may
be reasonably required by Agent; and (ii) with respect to the acquisition of any
leasehold interest in real property by any Credit Party after the Effective Date
(whether by Permitted Acquisition or otherwise), not later than thirty (30) days
after the acquisition is consummated or the owner of the applicable leasehold
interest becomes a Domestic Subsidiary (or such longer time period as Agent may
determine), the applicable Credit Party shall deliver to the Agent a copy of the
applicable lease agreement and shall execute or cause to be executed, at Agent’s
option, unless otherwise waived by Agent, a Collateral Access Agreement in form
and substance reasonably acceptable to Agent together with such other
documentation as may be reasonably required by Agent, provided, however the
requirement of delivering such Collateral Access Agreements shall only apply to
permanent leased facilities, and not to any temporary leased locations relating
solely to jobs-in-progress;

     

    in each
case in form reasonably satisfactory to the Agent, in its reasonable discretion,
together with such supporting documentation, including without limitation
corporate authority items, certificates and opinions of counsel, as reasonably
required by the Agent.  Upon the Agent’s request, Credit Parties shall
take, or cause to be taken, such additional steps as are necessary or advisable
under applicable law to perfect and ensure the validity and priority of the
Liens granted under this Section 7.13.

     

    7.14           Accounts.  Maintain
all deposit accounts and securities accounts of any Credit Party with Agent,
provided, however that the Credit Parties may maintain other deposit accounts
with a bank other than Agent provided that the aggregate amount held in such
other deposit accounts at any time shall not exceed $250,000.

     

    7.15           Use of
Proceeds.  Use
all Advances of the Revolving Credit as set forth in Section 2.12 hereof. No
Borrower shall use any portion of the proceeds of any such advances for the
purpose of purchasing or carrying any “margin stock” (as defined in Regulation U
of the Board of Governors of the Federal Reserve System) in any manner which
violates the provisions of Regulation T, U or X of said Board of Governors or
for any other purpose in violation of any applicable statute or
regulation.

     

    
      
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    7.16           Post-Closing
Items.  Within  the
time periods specified below (unless such time period is otherwise extended by
the Agent in its sole discretion), the Borrowers shall provide the following
materials to the Agent:

     

    
      	
               
      

            	
              (a)

            	
              Within
      thirty (30) days of the Effective Date, execute and deliver Mortgages, in
      form and substance reasonably acceptable to the Agent for that certain
      real property located at (i) 20810 Fernbush Lane, Houston, Texas 77073,
      (ii) Loop 21050 Loop 494, New Caney, Montgomery County, Texas, (iii)
      64.839 acres on Bauer Road, Cypress, Harris County, Texas, (iv) 50.7 acres on St.
      Hedwig Street (FM1346), San Antonio, Bexar County, Texas; (v) 4.466 acres
      at 5001 West Rock Island Road (CR 274), Grand Prairie, Dallas County,
      Texas and (vi) 5.0 acres at 20505 Essman, Houston, Harris County, Texas,
      together with all related documentation as Agent may
    request.

            


    

     

    
      	
               
      

            	
              (b)

            	
              On
      the Effective Date, (i) the Joinder Agreement executed by Target; (ii) for
      any Lender requesting them, Revolving Credit Notes and for the Swing Line
      Lender, the Swing Note, executed by the Borrowers; (iii) officers’
      certificates of the Target in the form required by Section 5.1(b) hereof;
      (iv) that certain Comerica Bank Merger Acknowledgment, executed by the
      Borrowers; (v) that certain Agreement re: No Oral Agreements, executed by
      the Borrowers; (vi) that certain Acknowledgment of Pledge executed by RHBL
      and (vii) that certain Acknowledgment of the Borrowers to the Comerica
      Intercreditor Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Within
      thirty (30) days of the Effective Date, amend the loan documents relating
      to the Comerica Debt in form and substance reasonably acceptable to the
      Agent;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Within
      fifteen (15) days of the Effective Date, deliver certificates of foreign
      qualification for OMC in the Commonwealth of Massachusetts, and for TSC in
      the State of Arizona;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Within
      fifteen (15) days of the Effective Date, deliver casualty and liability
      insurance certificates in form and substance reasonably acceptable to the
      Agent;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Within
      fifteen (15) days of the Effective Date, deliver an opinion as to the
      Target from counsel to the Borrowers in the State of Nevada, in form and
      substance reasonably acceptable to the
Agent;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Within
      fifteen (15) days of the Effective Date, to the extent there is any
      outstanding intercompany Debt among any Credit Parties, execute
      Intercompany Notes evidencing such Debt and deliver such Intercompany
      Notes to the Agent;

            


    

     

    
      
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              (h)

            	
              Unless
      within sixty (60) days of the Effective Date, any investment accounts held
      with Comerica Securities, Inc. have been closed, the applicable Credit
      Parties shall, upon the request of the Agent, execute and deliver an
      account control agreement regarding such accounts in form and substance
      reasonably acceptable to the Agent together with such other documents
      related thereto as Agent may reasonably request;
  and

            


    

     

    
      	
               
      

            	
              (i)

            	
              Within
      thirty (30) days of the Effective Date, all vehicle titles for vehicles
      owned by the Borrowers.

            


    

     

    7.17           Further Assurances and
Information

     

    .  (a)  Take
such actions as the Agent or Majority Lenders may from time to time reasonably
request to establish and maintain first priority perfected security interests in
and Liens on all of the Collateral, subject only to those Liens permitted under
Section 8.2 hereof, including executing and delivering such additional pledges,
assignments, mortgages, lien instruments or other security instruments covering
any or all of the Credit Parties’ assets as Agent may reasonably require, such
documentation to be in form and substance reasonably acceptable to Agent, and
prepared at the expense of the Borrowers; and

     

    (b)           Execute
and deliver or cause to be executed and delivered to Agent within a reasonable
time following Agent’s request, and at the expense of the Borrowers, such other
documents or instruments as Agent may reasonably require to effectuate more
fully the purposes of this Agreement or the other Loan Documents.

     

    (c)           Provide
the Agent and the Lenders with any other information required by Section 326 of
the Patriot Act or necessary for the Agent and the Lenders to verify the
identity of any Credit Party as required by Section 326 of the Patriot
Act.

     

    
      	
               
      

            	
              8.NEGATIVE
      COVENANTS.

            


    

     

    Each
Borrower covenants and agrees that, so long as any Lender has any commitment to
extend credit hereunder, or any of the Indebtedness remains outstanding and
unpaid, it will not, and, as applicable, it will not permit any of its
Subsidiaries to:

     

    8.1           Limitation on
Debt.  Create,
incur, assume or suffer to exist any Debt, except:

     

    
      	
               
      

            	
              (a)

            	
              Indebtedness
      of any Credit Party to Agent and the Lenders under this Agreement and/or
      the other Loan Documents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      Debt existing on the Effective Date and set forth in Schedule 8.1 attached
      hereto and any renewals or refinancing of such Debt (provided that (i) the
      aggregate principal amount of such renewed or refinanced Debt shall not
      exceed the aggregate principal amount of the original Debt outstanding on
      the Effective Date (less any principal payments and the amount of any
      commitment reductions made thereon on or prior to such renewal or
      refinancing), (ii) the renewal or refinancing of such Debt shall be on
      substantially the same or better terms as in effect with respect to such
      Debt on the Effective Date, and shall  otherwise be in
      compliance with this Agreement, and (iii) at the time of such renewal or
      refinancing no Default or Event of Default has occurred and is continuing
      or would result from the renewal or refinancing of such
    Debt;

            


    

     

    
      
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              (c)

            	
              any
      Debt of Borrowers or any Subsidiary incurred to finance the acquisition of
      fixed or capital assets, whether pursuant to a loan or a Capitalized Lease
      provided that both at the time of and immediately after giving effect to
      the incurrence thereof (i) no Default or Event of Default shall have
      occurred and be continuing, and (ii) the aggregate amount of all such Debt
      at any one time outstanding (including, without limitation, any Debt of
      the type described in this clause (c) which is set forth on Schedule 8.1
      hereof) shall not exceed $5,000,000, and any renewals or refinancings of
      such Debt on terms substantially the same or better than those in effect
      at the time of the original incurrence of such
  Debt;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Debt
      under any Hedging Transactions, provided that such transaction is entered
      into for risk management purposes and not for speculative
      purposes;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Debt
      arising from judgments or decrees not deemed to be a Default or Event of
      Default under subsection (g) of Section
9.1;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Debt
      owing to a Person that is a Credit Party, but only to the extent permitted
      under Section 8.7 hereof;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Comerica Debt and the Subordinated
Debt;

            


    

     

    
      	
               
      

            	
              (h)

            	
              Debt
      arising under the Surety Agreements, provided that the Borrowers shall
      promptly terminate the Liberty Mutual Indemnity Agreement and any other
      Bond Documents related thereto following the completion of the
      construction projects set forth on Schedule
  8.1(i);

            


    

     

    
      	
               
      

            	
              (i)

            	
              additional
      unsecured Debt not otherwise described above, provided that both at the
      time of and immediately after giving effect to the incurrence thereof (i)
      no Default or Event of Default shall have occurred and be continuing or
      result therefrom and (ii) the aggregate amount of all such Debt shall not
      exceed $1,000,000 at any one time
outstanding.

            


    

     

    8.2           Limitation on
Liens.  Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, except for:

     

    
      	
               
      

            	
              (a)

            	
              Permitted
      Liens;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Liens
      securing Debt permitted by Section 8.1(c), provided that (i) such Liens
      are created upon fixed or capital assets acquired by the applicable Credit
      Party, (ii) any such Lien is created solely for the purpose of securing
      indebtedness representing or incurred to finance the cost of the
      acquisition of the item of property subject thereto, (iii) the principal
      amount of the Debt secured by any such Lien shall at no time exceed 100%
      of the sum of the purchase price or cost of the applicable property,
      equipment or improvements and the related costs and charges imposed by the
      vendors thereof and (iv) the Lien does not cover any property other than
      the fixed or capital asset acquired; provided, however, that no such Lien
      shall be created over any owned real property of any Credit Party for
      which Agent has received a Mortgage or for which such Credit Party is
      required to execute a Mortgage pursuant to the terms of this
      Agreement;

            


    

     

    
      
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              (c)

            	
              Liens
      created pursuant to the Loan
Documents;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Liens
      securing the Comerica Debt, as in effect on the Effective Date, and
      subject to the terms of the Comerica Intercreditor
    Agreement;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Liens
      arising under the Surety Agreements, provided that (i) no public filing of
      such Lien has been made, (ii) no action has been taken or threatened to be
      taken to perfect or enforce such Lien; and (iii) none of the surety
      companies party to the Surety Agreements have required that any Credit
      Party establish a cash collateral account or otherwise put cash on deposit
      for their benefit;

            


    

     

    
      	
               
      

            	
              (f)

            	
              other
      Liens, existing on the Effective Date, set forth on Schedule 8.2 and
      renewals, refinancings and extensions thereof on substantially the same or
      better terms as in effect on the Effective Date and otherwise in
      compliance with this Agreement.

            


    

     

    Regardless
of the provisions of this Section 8.2, no Lien over the Equity Interests of
Borrowers (other than Sterling) or any Subsidiary of any Borrower (except for
those Liens for the benefit of Agent and the Lenders) shall be permitted under
the terms of this Agreement.

     

    8.3           Acquisitions.  Except
for the Acquisition, Permitted Acquisitions and acquisitions permitted under
Section 8.7, if any, purchase or otherwise acquire or become obligated for the
purchase of all or substantially all or any material portion of the assets or
business interests or a division or other business unit of any Person, or any
Equity Interest of any Person, or any business or going concern.

     

    8.4           Limitation on Mergers,
Dissolution or Sale of Assets.  Enter
into any merger or consolidation or convey, sell, lease, assign, transfer or
otherwise dispose of any of its property, business or assets (including, without
limitation, Equity Interests, receivables and leasehold interests), whether now
owned or hereafter acquired or liquidate, wind up or dissolve,
except:

     

    
      	
               
      

            	
              (a)

            	
              inventory
      leased or sold in the ordinary course of
  business;

            


    

     

    
      	
               
      

            	
              (b)

            	
              obsolete,
      damaged, uneconomic or worn out machinery, parts, property or equipment,
      or property or equipment no longer used or useful in the conduct of the
      applicable Credit Party’s business;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Permitted
      Acquisitions;

            


    

     

    
      
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              (d)

            	
              mergers
      or consolidations of any Subsidiary of a Borrower with or into a Borrower
      or any Guarantor so long as such Borrower or such Guarantor shall be the
      continuing or surviving entity; provided that at the time of each such
      merger or consolidation, both before and after giving effect thereto, no
      Default or Event of Default shall have occurred and be continuing or
      result from such merger or
consolidation;

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      Subsidiary of a Borrower may liquidate or dissolve into a Borrower or a
      Guarantor if such Borrower determines in good faith that such liquidation
      or dissolution is in the best interests of such Borrower, so long as no
      Default or Event of Default has occurred and is continuing or would result
      therefrom;

            


    

     

    
      	
               
      

            	
              (f)

            	
              sales
      or transfers, including without limitation upon voluntary liquidation from
      any Credit Party to a Borrower or a Guarantor, provided that the
      applicable Borrower or Guarantor takes such actions as Agent may
      reasonably request to ensure the perfection and priority of the Liens in
      favor of the Lenders over such transferred
  assets;

            


    

     

    
      	
               
      

            	
              (g)

            	
              (i)
      Asset Sales (exclusive of asset sales permitted pursuant to all other
      subsections of this Section 8.4) in which the sales price is at least
      equal to the fair market value of the assets sold and the consideration
      received is cash or cash equivalents or Debt of any Credit Party being
      assumed by the purchaser, provided that, (A) for Asset Sales for assets
      other than real property, the aggregate amount of such Asset Sales does
      not exceed $2,000,000 in any Fiscal Year and (B) no Default or Event of
      Default has occurred and is continuing at the time of each such sale (both
      before and after giving effect to such Asset Sale), and (ii) other Asset
      Sales approved by the Majority Lenders in their sole
      discretion;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      sale or disposition of Permitted Investments and other cash equivalents in
      the ordinary course of business;
and

            


    

     

    
      	
               
      

            	
              (i)

            	
              dispositions
      of owned or leased vehicles in the ordinary course of
      business.

            


    

     

    


    The
Lenders hereby consent and agree to the release by Agent of any and all Liens on
the property sold or otherwise disposed of in compliance with this Section
8.4.

     

    8.5           Restricted
Payments.  Declare
or make any distributions, dividend, payment or other distribution of assets,
properties, cash, rights, obligations or securities (collectively,
“Distributions”) on account of any of its Equity Interests, as applicable, or
purchase, redeem or otherwise acquire for value any of its Equity Interests, as
applicable, or any warrants, rights or options to acquire any of its Equity
Interests, now or hereafter outstanding (collectively, “Purchases”), except
that:

     

    
      	
               
      

            	
              (a)

            	
              each
      Credit Party may pay cash Distributions to the
  Borrowers;

            


    

     

    
      
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              (b)

            	
              each
      Credit Party may declare and make Distributions payable in the Equity
      Interests of such Credit Party, provided that the issuance of such Equity
      Interests does not otherwise violate the terms of this Agreement and no
      Default or Event of Default has occurred and is continuing at the time of
      making such Distribution or would result from the making of such
      Distribution; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              RBHL
      may make cash Distributions to Mr. Richard Buenting at the times and in
      the amounts set forth in the Purchase Agreement as in effect on the date
      hereof, provided that no Default or Event of Default has occurred and is
      continuing or could reasonably be expected to result
      therefrom.

            


    

     

    8.6           Put and
Call.  Make
any payments to Richard Buenting in respect of the Put (as defined in the
Acquisition Documents) or otherwise exercise the Call (as defined in the
Purchase Agreement) if a Default or Event of Default has occurred and is
continuing or could reasonably be expected to result therefrom.

     

    8.7           Limitation on Investments,
Loans and Advances.  Make
or allow to remain outstanding any Investment in, or any loans or advances to,
any Person other than:

     

    
      	
               
      

            	
              (a)

            	
              Permitted
      Investments;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Investments
      existing on the Effective Date and listed on Schedule 8.7
      hereof;

            


    

     

    
      	
               
      

            	
              (c)

            	
              sales
      on open account in the ordinary course of
  business;

            


    

     

    
      	
               
      

            	
              (d)

            	
              intercompany
      loans or intercompany Investments made amongst the Borrowers, provided,
      further, that in each case, no Default or Event of Default shall have
      occurred and be continuing at the time of making such intercompany loan or
      intercompany Investment or result from such intercompany loan or
      intercompany Investment being made and that any intercompany loans shall
      be evidenced by and funded under an Intercompany Note pledged to the Agent
      under the appropriate Collateral
Documents;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Investments
      in respect of Hedging Transactions provided that such transaction is
      entered into for risk management purposes and not for speculative
      purposes;

            


    

     

    
      	
               
      

            	
              (f)

            	
              loans
      and advances to employees, officers and directors of any Credit Party for
      moving, entertainment, travel and other similar expenses in the ordinary
      course of business not in excess of $250,000 in the aggregate amount at
      any time outstanding;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Permitted
      Acquisitions and Investments in any Person acquired pursuant to a
      Permitted Acquisition;

            


    

     

    
      
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              (h)

            	
              Investments
      constituting deposits made in connection with the purchase of goods or
      services in the ordinary course of business in an aggregate amount for
      such deposits not to exceed $3,000,000 at any one time
      outstanding;

            


    

     

    
      	
               
      

            	
              (i)

            	
              other
      Investments not described above provided that both at the time of and
      immediately after giving effect to any such Investment (i) no Default or
      Event of Default shall have occurred and be continuing or shall result
      from the making of such Investment and (ii) the aggregate amount of all
      such Investments shall not exceed $250,000 at any time
      outstanding.

            


    

     

    In
valuing any Investments for the purpose of applying the limitations set forth in
this Section 8.7 (except as otherwise expressly provided herein), such
Investment shall be taken at the original cost thereof, without allowance for
any subsequent write-offs or appreciation or depreciation, but less any amount
repaid or recovered on account of capital or principal.

     

    8.8           Transactions with
Affiliates.  Except
as set forth in Schedule 8.8, enter into any transaction, including, without
limitation, any purchase, sale, lease or exchange of property or the rendering
of any service, with any Affiliates of the Credit Parties except: (a)
transactions with Affiliates that are the Borrowers or Guarantors; (b)
transactions otherwise permitted under this Agreement; and (c) transactions in
the ordinary course of a Credit Party’s business and upon fair and reasonable
terms no less favorable to such Credit Party than it would obtain in a
comparable arms length transaction from unrelated third parties.

     

    8.9           Sale-Leaseback
Transactions;
Sale of Accounts or Notes Receivables; Synthetic
Leases.  Enter
into any arrangement with any Person providing for (a) the leasing by a Credit
Party of real or personal property which has been or is to be sold or
transferred by such Credit Party to such Person or to any other Person to whom
funds have been or are to be advanced by such Person on the security of such
property or rental obligations of such Credit Party, as the case may be, (b)
sell any accounts or notes receivable or (c) enter into any synthetic lease
(being an operating lease which has been structured so that it is not recorded
as a liability on the balance sheet of any of the Credit Parties).

     

    8.10           Limitations on Other
Restrictions.  Except
for this Agreement or any other Loan Document, enter into any agreement,
document or instrument which would (i) restrict the ability of any Subsidiary of
the Borrowers to pay or make dividends or distributions in cash or kind to
Borrowers or any Guarantor, to make loans, advances or other payments of
whatever nature to any Credit Party, or to make transfers or distributions of
all or any part of its assets to any Credit Party; or (ii) restrict or prevent
any Credit Party from granting Agent on behalf of Lenders Liens upon, security
interests in and pledges of their respective assets, except to the extent such
restrictions exist in documents creating Liens permitted by Section 8.2(b)
hereunder.

     

    8.11           Prepayment of
Debt.  Make
any prepayment (whether optional or mandatory), repurchase, redemption,
defeasance or any other payment in respect of any Subordinated Debt, provided, however, that the
applicable Credit Party may make certain payments in respect of the Subordinated
Debt but only to the extent permitted under the applicable Subordinated Debt
Documents and the applicable Subordination Agreement.

     

    
      
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    8.12           Amendment of Certain
Documents.  Amend,
modify or otherwise alter (or suffer to be amended, modified or altered) the
Subordinated Debt Documents, the Acquisition Documents or the Surety Agreements
except as permitted in the applicable Subordinated Debt Documents and
Subordination Agreements, or if no such restrictions exist in the applicable
Subordinated Debt Documents or Subordination Agreements, without the prior
written consent of the Agent.

     

    8.13           Modification of Certain
Agreements.  Make,
permit or consent to any amendment or other modification to the constitutional
documents of any Credit Party or any of the Bond Documents (other than the
Surety Agreements which are subject to Section 8.12 above) except to the extent
that any such amendment or modification (i) does not violate the terms and
conditions of this Agreement or any of the other Loan Documents, (ii) does not
materially adversely affect the interest of the Lenders as creditors and/or
secured parties under any Loan Document and (iii) could not reasonably be
expected to have a Material Adverse Effect.

     

    8.14           Management
Fees.  Pay
or otherwise advance, directly or indirectly, any management, consulting or
other fees to an Affiliate (other than an Affiliate which is a Borrower or a
Guarantor), other than fees not in excess of $250,000 in the aggregate amount in
any year.

     

    8.15           Fiscal
Year.  Permit
the Fiscal Year of any Credit Party to end on a day other than December
31.

     

    
      	
               
      

            	
              9.DEFAULTS.

            


    

     

    9.1           Events of
Default.  The
occurrence of any of the following events shall constitute an Event of Default
hereunder:

     

    
      	
               
      

            	
              (a)

            	
              non-payment
      when due of (i) the principal or interest on the Indebtedness under the
      Revolving Credit (including the Swing Line) or (ii) any Reimbursement
      Obligation;

            


    

     

    
      	
               
      

            	
              (b)

            	
              non-payment
      of any other amounts due and owing by any Borrower under this Agreement or
      by any Credit Party under any of the other Loan Documents to which it is a
      party, other than as set forth in subsection (a) above, within three (3)
      Business Days after the same is due and
payable;

            


    

     

    
      	
               
      

            	
              (c)

            	
              default
      in the observance or performance of any of the conditions, covenants or
      agreements of any Borrower set forth in Sections 7.1, 7.2, 7.4(a) and (e),
      7.5 (provided, however, if Credit Parties’ failure to comply with Section
      7.5 arises from the Agent’s determination that the Credit Parties’
      insurance is not of the kind customarily carried by similar companies, a
      failure to comply with Section 7.5 hereof shall not be an Event of Default
      until 30 days following Agent’s notification to the Borrower
      Representative that the Credit Parties’ insurance is not adequate), 7.6,
      7.7, 7.9, 7.13, 7.14, 7.15, 7.16, 7.17 or Article 8 in
      its entirety, provided that an Event of Default arising from a breach of
      Sections 7.1 or 7.2 shall be deemed to have been cured upon delivery of
      the required item; and provided further that any Event of Default arising
      solely due to a breach of Section 7.7(a) shall be deemed cured upon the
      earlier of (x) the giving of the notice required by Section 7.7(a) and (y)
      the date upon which the Default or Event of Default giving rise to the
      notice obligation is cured or
waived;

            


    

     

    
      
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              (d)

            	
              default
      in the observance or performance of any of the other conditions, covenants
      or agreements set forth in this Agreement or any of the other Loan
      Documents by any Credit Party  and continuance
      thereof for a period of thirty (30) consecutive days;
  ;

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      representation or warranty made by any Credit Party herein or in any
      certificate, instrument or other document submitted pursuant hereto proves
      untrue or misleading in any material adverse respect when
      made;

            


    

     

    
      	
               
      

            	
              (f)

            	
              (i)
      default by any Credit Party in the payment of any indebtedness for
      borrowed money, whether under a direct obligation or guaranty (other than
      Indebtedness hereunder) of any Credit Party in excess of One Million
      Dollars ($1,000,000) (or the equivalent thereof in any currency other than
      Dollars) individually or in the aggregate when due and continuance thereof
      beyond any applicable period of cure and or (ii) failure to comply with
      the terms of any other obligation of any Credit Party with respect to any
      indebtedness for borrowed money (other than Indebtedness hereunder) in
      excess of One Million Dollars ($1,000,000) (or the equivalent thereof in
      any currency other than Dollars) individually or in the aggregate, which
      continues beyond any applicable period of cure and which would permit the
      holder or holders thereto to accelerate such other indebtedness for
      borrowed money, or require the prepayment, repurchase, redemption or
      defeasance of such indebtedness;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      rendering of any judgment(s) (not covered by adequate insurance from a
      solvent carrier which is defending such action without reservation of
      rights) for the payment of money in excess of the sum of One Million
      Dollars ($1,000,000) (or
      the equivalent thereof in any currency other than Dollars) individually or
      in the aggregate against any Credit Party, and such judgments shall remain
      unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a
      period of forty-five (45) consecutive days from the date of its
      entry;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      occurrence of (i) a “reportable event”, as defined in ERISA, which is
      determined by the PBGC to constitute grounds for a distress termination of
      any Pension Plan subject to Title IV of ERISA maintained or contributed to
      by or on behalf of any Credit Party for the benefit of any of its
      employees or for the appointment by the appropriate United States District
      Court of a trustee to administer such Pension Plan and such reportable
      event is not corrected and such determination is not revoked within sixty
      (60) days after notice thereof has been given to the plan administrator of
      such Pension Plan (without limiting any of Agent’s or any Lender’s other
      rights or remedies hereunder), or (ii) the termination or the institution
      of proceedings by the PBGC to terminate any such Pension Plan, or (iii)
      the appointment of a trustee by the appropriate United States District
      Court to administer any such Pension Plan, or (iv) the reorganization
      (within the meaning of Section 4241 of ERISA) or insolvency (within the
      meaning of Section 4245 of ERISA) of any Multiemployer Plan, or receipt of
      notice from any Multiemployer Plan that it is in reorganization or
      insolvency, or the complete or partial withdrawal by any Credit Party from
      any Multiemployer Plan, which in the case of any of the foregoing, could
      reasonably be expected to have a Material Adverse
  Effect;

            


    

     

    
      
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              (i)

            	
              except
      as expressly permitted under this Agreement, any Credit Party shall be
      dissolved (other than a dissolution of a Subsidiary of a Borrower which is
      not a Guarantor or a Borrower) or liquidated (or any judgment, order or
      decree therefor shall be entered) except as otherwise permitted herein; or
      if a creditors’ committee shall have been appointed for the business of
      any Credit Party; or if any Credit Party shall have made a general
      assignment for the benefit of creditors or shall have been adjudicated
      bankrupt and if not an adjudication based on a filing by a Credit Party,
      it shall not have been dismissed within sixty (60) days, or shall have
      filed a voluntary petition in bankruptcy or for reorganization or to
      effect a plan or arrangement with creditors or shall fail to pay its debts
      generally as such debts become due in the ordinary course of business
      (except as contested in good faith and for which adequate reserves are
      made in such party’s financial statements); or shall file an answer to a
      creditor’s petition or other petition filed against it, admitting the
      material allegations thereof for an adjudication in bankruptcy or for
      reorganization; or shall have applied for or permitted the appointment of
      a receiver or trustee or custodian for any of its property or assets; or
      such receiver, trustee or custodian shall have been appointed for any of
      its property or assets (otherwise than upon application or consent of a
      Credit Party ) and shall not have been removed within sixty (60) days; or
      if an order shall be entered approving any petition for reorganization of
      any Credit Party and shall not have been reversed or dismissed within
      sixty (60) days;

            


    

     

    
      	
               
      

            	
              (j)

            	
              (i)
      any Person either alone or together with any of its Subsidiaries, shall
      acquire more than fifty percent (50%) of the issued and outstanding Equity
      Interests of Sterling, (ii) Sterling shall directly or indirectly cease to
      hold one hundred percent (100%) (or in the case of RHBL, at least 91%) of
      the issued and outstanding Equity Interests of any other Borrower or any
      Guarantor; (iii) any Person either alone or together with any of its
      Affiliates shall have the ability to elect a controlling majority of the
      Board of Directors of Sterling or (iv) any “change of control” or “change
      in control” occurs as defined in any Subordinated Debt
      Documents;

            


    

     

    
      	
               
      

            	
              (k)

            	
              A
      default or event of default shall have occurred under any Bond Documents;
      or

            


    

     

    
      
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              (l)

            	
              any
      Loan Document shall at any time for any reason cease to be in full force
      and effect (other than in accordance with the terms thereof or the terms
      of any other Loan Document), as applicable, or the validity, binding
      effect or enforceability thereof shall be contested by any party thereto
      (other than any Lender, Agent, Issuing Lender or Swing Line Lender), or
      any Person shall deny that it has any or further liability or obligation
      under any Loan Document, or any such Loan Document shall be terminated
      (other than in accordance with the terms thereof or the terms of any other
      Loan Document), invalidated, revoked or set aside or in any way cease to
      give or provide to the Lenders and the Agent the benefits purported to be
      created thereby, or any Loan Document purporting to grant a Lien to secure
      any Indebtedness shall, at any time after the delivery of such Loan
      Document, fail to create a valid and enforceable Lien on any Collateral
      purported to be covered thereby or such Lien shall fail to cease to be a
      perfected Lien with the priority required in the relevant Loan
      Document.

            


    

     

    9.2           Exercise of
Remedies.  If
an Event of Default has occurred and is continuing hereunder: (a) the Agent may,
and shall, upon being directed to do so by the Majority Revolving Credit
Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the
Agent may, and shall, upon being directed to do so by the Majority Lenders, upon
notice to the Borrower Representative, declare the entire unpaid principal
Indebtedness, including the Notes, immediately due and payable, without
presentment, notice (other than as set forth in this Section) or demand, all of
which are hereby expressly waived by the Borrowers; (c) upon the occurrence of
any Event of Default specified in Section 9.1(i) and notwithstanding the lack of
any declaration by Agent under preceding clauses (a) or (b), the entire unpaid
principal Indebtedness shall become automatically and immediately due and
payable, and the Revolving Credit Aggregate Commitment shall be automatically
and immediately terminated; (d) the Agent shall, upon being directed to do so by
the Majority Revolving Credit Lenders, demand immediate delivery of cash
collateral, and each Borrower agrees to deliver such cash collateral upon
demand, in an amount equal to 105% of the maximum amount that may be available
to be drawn at any time prior to the stated expiry of all outstanding Letters of
Credit, for deposit into an account controlled by the Agent; (e) the Agent may,
and shall, upon being directed to do so by the Majority Lenders, notify
Borrowers or any Credit Party that interest shall be payable on demand on all
Indebtedness (other than Revolving Credit Advances and Swing Line Advances with
respect to which Sections 2.6 hereof shall govern) owing from time to time to
the Agent or any Lender, at a per annum rate equal to the then applicable
Prime-based Rate plus two percent (2%); and (f) the Agent may, and shall, upon
being directed to do so by the Majority Lenders or the Lenders, as applicable
(subject to the terms hereof), exercise any remedy permitted by this Agreement,
the other Loan Documents or law.

     

    9.3           Rights
Cumulative.  No
delay or failure of Agent and/or Lenders in exercising any right, power or
privilege hereunder shall affect such right, power or privilege, nor shall any
single or partial exercise thereof preclude any further exercise thereof, or the
exercise of any other power, right or privilege. The rights of Agent and Lenders
under this Agreement are cumulative and not exclusive of any right or remedies
which Lenders would otherwise have.

     

    
      
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    9.4           Waiver by Borrowers of
Certain Laws.  To
the extent permitted by applicable law, each Borrower hereby agrees to waive,
and does hereby absolutely and irrevocably waive and relinquish the benefit and
advantage of any valuation, stay, appraisement, extension or redemption laws now
existing or which may hereafter exist, which, but for this provision, might be
applicable to any sale made under the judgment, order or decree of any court, on
any claim for interest on the Notes, or any security interest or mortgage
contemplated by or granted under or in connection with this Agreement. These
waivers have been voluntarily given, with full knowledge of the consequences
thereof.

     

    9.5           Waiver of
Defaults.  No
Event of Default shall be waived by the Lenders except in a writing signed by an
officer of the Agent in accordance with Section 13.10 hereof. No single or
partial exercise of any right, power or privilege hereunder, nor any delay in
the exercise thereof, shall preclude other or further exercise of their rights
by Agent or the Lenders. No waiver of any Event of Default shall extend to any
other or further Event of Default. No forbearance on the part of the Agent or
the Lenders in enforcing any of their rights shall constitute a waiver of any of
their rights. Each Borrower expressly agrees that this Section may not be waived
or modified by the Lenders or Agent by course of performance, estoppel or
otherwise.

     

    9.6           Set Off.  Upon
the occurrence and during the continuance of any Event of Default, each Lender
may at any time and from time to time, without notice to Borrowers but subject
to the provisions of Section 10.3 hereof (any requirement for such notice being
expressly waived by Borrowers), setoff and apply against any and all of the
obligations of Borrowers now or hereafter existing under this Agreement, whether
owing to such Lender, any Affiliate of such Lender or any other Lender or the
Agent, any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Lender
to or for the credit or the account of Borrowers and any property of Borrowers
from time to time in possession of such Lender, irrespective of whether or not
such deposits held or indebtedness owing by such Lender may be contingent and
unmatured and regardless of whether any Collateral then held by Agent or any
Lender is adequate to cover the Indebtedness. Promptly following any such
setoff, such Lender shall give written notice to Agent and Borrowers of the
occurrence thereof. Each Borrower hereby grants to the Lenders and the Agent a
lien on and security interest in all such deposits, indebtedness and property as
collateral security for the payment and performance of all of the obligations of
Borrowers under this Agreement. The rights of each Lender under this Section 9.6
are in addition to the other rights and remedies (including, without limitation,
other rights of setoff) which such Lender may have.

     

    
      	
               
      

            	
              10.PAYMENTS,
      RECOVERIES AND COLLECTIONS.

            


    

     

    10.1           Payment
Procedure.

     

    (a)           All
payments to be made by Borrowers shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as
otherwise provided herein, all payments made by the Borrowers of principal,
interest or fees hereunder shall be made without setoff or counterclaim on the
date specified for payment under this Agreement and must be received by Agent
not later than 1:00 p.m. (Detroit time) on the date such payment is required or
intended to be made in Dollars in immediately available funds to Agent at
Agent’s office located at One Detroit Center, Detroit, Michigan 48226-3289 for
the ratable benefit of the Revolving Credit Lenders in the case of payments in
respect of the Revolving Credit and any Letter of Credit Obligations. Any
payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed
received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue.  Upon receipt of each such payment, the
Agent shall make prompt payment to each applicable Lender, or, in respect of
Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like
funds and currencies, of all amounts received by it for the account of such
Lender.

     

    
      
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    (b)           Unless
the Agent shall have been notified in writing by Borrowers at least two (2)
Business Days prior to the date on which any payment to be made by Borrowers is
due that no Borrower intends to remit such payment, the Agent may, in its sole
discretion and without obligation to do so, assume that Borrowers have remitted
such payment when so due and the Agent may, in reliance upon such assumption,
make available to each Revolving Credit Lender, on such payment date an amount
equal to such Lender’s share of such assumed payment. If Borrowers have not in
fact remitted such payment to the Agent, each Lender shall forthwith on demand
repay to the Agent the amount of such assumed payment made available or
transferred to such Lender, together with the interest thereon, in respect of
each day from and including the date such amount was made available by the Agent
to such Lender to the date such amount is repaid to the Agent at a rate per
annum equal to the Federal Funds Effective Rate for the first two (2) Business
Days that such amount remains unpaid, and thereafter at a rate of interest then
applicable to such Revolving Credit Advances.

     

    (c)           Subject
to the definition of “Interest Period” in Section 1 of this Agreement, whenever
any payment to be made hereunder shall otherwise be due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and
such extension of time shall be included in computing interest, if any, in
connection with such payment.

     

    (d)           All
payments to be made by Borrowers under this Agreement or any of the Notes
(including without limitation payments under the Swing Line and/or Swing Line
Note) shall be made without setoff or counterclaim, as aforesaid, and, subject
to full compliance by each Lender (and each assignee and participant pursuant to
Section 13.8) with Section 13.13, without deduction for or on account of any
present or future withholding or other taxes of any nature imposed by any
governmental authority or of any political subdivision thereof or any federation
or organization of which such governmental authority may at the time of payment
be a member (other than any taxes on the overall income, net income, net profits
or net receipts or similar taxes (or any franchise taxes imposed in lieu of such
taxes) on the Agent or any Lender (or any branch maintained by Agent or a
Lender) as a result of a present or former connection between the Agent or such
Lender and the governmental authority, political subdivision, federation or
organization imposing such taxes), unless Borrowers are compelled by law to make
payment subject to such tax. In such event, Borrowers shall:

     

    
      	
               
      

            	
              (i)

            	
              pay
      to the Agent for Agent’s own account and/or, as the case may be, for the
      account of the Lenders such additional amounts as may be necessary to
      ensure that the Agent and/or such Lender or Lenders (including the Swing
      Line Lender) receive a net amount equal to the full amount which would
      have been receivable had payment not been made subject to such tax;
      and

            


    

     

    
      
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              (ii)

            	
              remit
      such tax to the relevant taxing authorities according to applicable law,
      and send to the Agent or the applicable Lender or Lenders (including the
      Swing Line Lender), as the case may be, such certificates or certified
      copy receipts as the Agent or such Lender or Lenders shall reasonably
      require as proof of the payment by Borrowers of any such taxes payable by
      Borrowers.

            


    

     

    As used
herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies,
imposts, duties, fees, deductions and withholdings or similar charges together
with interest (and any taxes payable upon the amounts paid or payable pursuant
to this Section 10.1) thereon. Each Borrower shall be reimbursed by the
applicable Lender for any payment made by such Borrower under this Section 10.1
if the applicable Lender is not in compliance with its obligations under Section
13.13 at the time of such Borrower’s payment.

     

    10.2           Application of Proceeds of
Collateral.  Notwithstanding
anything to the contrary in this Agreement, in the case of any Event of Default
under Section 9.1(i), immediately following the occurrence thereof, and in the
case of any other Event of Default, upon the termination of the Revolving Credit
Aggregate Commitment, the acceleration of any Indebtedness arising under this
Agreement and/or the exercise of any other remedy in each case by the requisite
Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any
Collateral, together with any offsets, voluntary payments by any Credit Party or
others and any other sums received or collected in respect of the Indebtedness
first, to pay all incurred and unpaid fees and expenses of the Agent under the
Loan Documents and any protective advances made by Agent with respect to the
Collateral under or pursuant to the terms of any Loan Document, next, to pay any
fees and expenses owed to the Issuing Lender hereunder, next, to the
Indebtedness under the Revolving Credit (including the Swing Line and any
Reimbursement Obligations), any obligations owing by any Credit party under any
Hedging Agreements or in connection with any Lender Products on a pro rata
basis, next, to any other Indebtedness on a pro rata basis, and then, if there
is any excess, to the Credit Parties or as otherwise required under applicable
law, as the case may be.

     

    10.3           Pro-rata
Recovery.  If
any Lender shall obtain any payment or other recovery (whether voluntary,
involuntary, by application of setoff or otherwise) on account of principal of,
or interest on, any of the Advances made by it, or the participations in Letter
of Credit Obligations or Swing Line Advances held by it in excess of its pro
rata share of payments then or thereafter obtained by all Lenders upon principal
of and interest on all such Indebtedness, such Lender shall purchase from the
other Lenders such participations in the Revolving Credit and/or the Letter of
Credit Obligation held by them as shall be necessary to cause such purchasing
Lender to share the excess payment or other recovery ratably in accordance with
the applicable Percentages of the Lenders; provided, however, that if all or any
portion of the excess payment or other recovery is thereafter recovered from
such purchasing holder, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery, but without interest.

     

    
      	
               
      

            	
              11.CHANGES
      IN LAW OR CIRCUMSTANCES; INCREASED
COSTS.

            


    

     

    
      
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    11.1           Reimbursement of Prepayment
Costs.  If
(i) Borrowers make any payment of principal with respect to any Eurodollar-based
Advance or Quoted Rate Advance on any day other than the last day of the
Interest Period applicable thereto (whether voluntarily, pursuant to any
mandatory provisions hereof, by acceleration, or otherwise); (ii) Borrowers
convert or refund (or attempt to convert or refund) any such Advance on any day
other than the last day of the Interest Period applicable thereto (except as
described in Section 2.5(e)); (iii) Borrowers fail to borrow, refund or convert
any Eurodollar-based Advance or Quoted Rate Advance after notice has been given
by Borrowers to Agent in accordance with the terms hereof requesting such
Advance; or (iv) or if the Borrowers fail to make any payment of principal in
respect of a Eurodollar-based Advance or Quoted Rate Advance when due, the
Borrowers shall jointly and severally reimburse Agent for itself and/or on
behalf of any Lender, as the case may be, within ten (10) Business Days of
written demand therefor for any resulting loss, cost or expense incurred
(excluding the loss of any Applicable Margin) by Agent and Lenders, as the case
may be, as a result thereof, including, without limitation, any such loss, cost
or expense incurred in obtaining, liquidating, employing or redeploying deposits
from third parties, whether or not Agent and Lenders, as the case may be, shall
have funded or committed to fund such Advance. The amount payable hereunder by
Borrowers (jointly and severally) and to Agent for itself and/or on behalf of
any Lender, as the case may be, shall be deemed to equal an amount equal to the
excess, if any, of (a) the amount of interest which would have accrued on the
amount so prepaid, or not so borrowed, refunded or converted, for the period
from the date of such prepayment or of such failure to borrow, refund or
convert, through the last day of the relevant Interest Period, at the applicable
rate of interest for said Advance(s) provided under this Agreement, over (b) the
amount of interest (as reasonably determined by Agent and Lenders, as the case
may be) which would have accrued to Agent and Lenders, as the case may be, on
such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank eurocurrency market. Calculation of any amounts
payable to any Lender under this paragraph shall be made as though such Lender
shall have actually funded or committed to fund the relevant Advance through the
purchase of an underlying deposit in an amount equal to the amount of such
Advance and having a maturity comparable to the relevant Interest Period;
provided, however, that any Lender may fund any Eurodollar-based Advance or
Quoted Rate Advance, as the case may be, in any manner it deems fit and the
foregoing assumptions shall be utilized only for the purpose of the calculation
of amounts payable under this paragraph. Upon the written request of Borrower
Representative, Agent and Lenders shall deliver to Borrower Representative a
certificate setting forth the basis for determining such losses, costs and
expenses, which certificate shall be conclusively presumed correct, absent
manifest error.

     

    11.2           Eurodollar Lending
Office.  For
any Eurodollar Advance, if Agent or a Lender, as applicable, shall designate a
Eurodollar Lending Office which maintains books separate from those of the rest
of Agent or such Lender, Agent or such Lender, as the case may be, shall have
the option of maintaining and carrying the relevant Advance on the books of such
Eurodollar Lending Office.

     

    11.3           Circumstances Affecting
Eurodollar-based Rate Availability.  If,
with respect to any Eurodollar-Interest Period, Agent or the Majority Lenders
(after consultation with Agent) shall determine in good faith that, by reason of
circumstances affecting the foreign exchange and interbank markets generally,
deposits in eurodollars in the applicable amounts are not being offered to the
Agent or such Lenders for such Eurodollar-Interest Period, then Agent shall
forthwith give notice thereof to Borrower Representative. Thereafter, until
Agent notifies the Borrower Representative that such circumstances no longer
exist, (i) the obligation of Lenders to make Eurodollar-based Advances, and the
right of Borrowers to convert an Advance to or refund an Advance as a
Eurodollar-based Advance, as the case may be, shall be suspended, and (ii)
effective upon the last day of each Eurodollar-Interest Period related to any
existing Eurodollar-based Advance, each such Eurodollar-based Advance shall
automatically be converted into a Prime-based Advance (without regard to
satisfaction of any conditions to conversion contained elsewhere
herein).

     

    
      
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    11.4           Laws Affecting
Eurodollar-based Advance Availability.  If,
after the date of this Agreement, the adoption or introduction of, or any change
in, any applicable law, rule or regulation or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any of the Lenders
(or any of their respective Eurodollar Lending Offices) with any request or
directive (whether or not having the force of law) of any such authority, shall
make it unlawful or impossible for any of the Lenders (or any of their
respective Eurodollar Lending Offices) to honor its obligations hereunder to
make or maintain any Advance with interest at the Eurodollar-based Rate, such
Lender shall forthwith give notice thereof to Borrower Representative and to
Agent. Thereafter, (a) the obligations of the applicable Lenders to make
Eurodollar-based Advances and the right of Borrowers to convert an Advance into
or refund an Advance as a Eurodollar-based Advance shall be suspended and
thereafter Borrowers may select as Applicable Interest Rates only those which
remain available and which are permitted to be selected hereunder, and (b) if
any of the Lenders may not lawfully continue to maintain an Advance to the end
of the then current Eurodollar-Interest Period applicable thereto as a
Eurodollar-based Advance, the applicable Advance shall immediately be converted
to a Prime-based Advance and the Prime-based Rate shall be applicable thereto
for the remainder of such Eurodollar-Interest Period. For purposes of this
Section, a change in law, rule, regulation, interpretation or administration
shall include, without limitation, any change made or which becomes effective on
the basis of a law, rule, regulation, interpretation or administration presently
in force, the effective date of which change is delayed by the terms of such
law, rule, regulation, interpretation or administration.

     

    11.5           Increased Cost of
Eurodollar-based Advances.  If,
after the date of this Agreement, the adoption or introduction of, or any change
in, any applicable law, rule or regulation or in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any of the Lenders (or any of their respective Eurodollar Lending Offices)
with any request or directive (whether or not having the force of law) of any
such authority, central bank or comparable agency:

     

    
      	
               
      

            	
              (a)

            	
              shall
      subject any of the Lenders (or any of their respective Eurodollar Lending
      Offices) to any tax, duty or other charge with respect to any Advance or
      shall change the basis of taxation of payments to any of the Lenders (or
      any of their respective Eurodollar Lending Offices) of the principal of or
      interest on any Advance or any other amounts due under this Agreement in
      respect thereof (except for changes in the rate of tax on the overall net
      income of any of the Lenders or any of their respective Eurodollar Lending
      Offices); or

            


    

     

    
      
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              (b)

            	
              shall
      impose, modify or deem applicable 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, any of the
      Lenders (or any of their respective Eurodollar Lending Offices) or shall
      impose on any of the Lenders (or any of their respective Eurodollar
      Lending Offices) or the foreign exchange and interbank markets any other
      condition affecting any Advance;

            


    

     

    and the
result of any of the foregoing matters is to increase the costs to any of the
Lenders of maintaining any part of the Indebtedness hereunder as a
Eurodollar-based Advance or to reduce the amount of any sum received or
receivable by any of the Lenders under this Agreement in respect of a
Eurodollar-based Advance, then such Lender shall promptly notify Agent, and
Agent shall promptly notify Borrower Representative of such fact and demand
compensation therefor and, within ten (10) Business Days after such notice,
Borrowers jointly and severally agree to pay to such Lender or Lenders such
additional amount or amounts as will compensate such Lender or Lenders for such
increased cost or reduction, provided that each Lender agrees to take any
reasonable action, to the extent such action could be taken without cost or
administrative or other burden or restriction to such Lender, to mitigate or
eliminate such cost or reduction, within a reasonable time after becoming aware
of the foregoing matters. Agent will promptly notify Borrower Representative of
any event of which it has knowledge which will entitle Lenders to compensation
pursuant to this Section, or which will cause Borrowers to incur additional
liability under Section 11.1 hereof, provided that Agent shall incur no
liability whatsoever to the Lenders or Borrowers in the event it fails to do so.
A certificate of Agent (or such Lender, if applicable) setting forth the basis
for determining such additional amount or amounts necessary to compensate such
Lender or Lenders shall accompany such demand and shall be conclusively presumed
to be correct absent manifest error.

     

    11.6           Capital Adequacy and Other
Increased Costs.

     

    
      	
               
      

            	
              (a)

            	
              If,
      after the date of this Agreement, the adoption or introduction of, or any
      change in any applicable law, treaty, rule or regulation (whether domestic
      or foreign) now or hereafter in effect and whether or not presently
      applicable to any Lender or Agent, or any interpretation or administration
      thereof by any governmental authority charged with the interpretation or
      administration thereof, or compliance by any Lender or Agent with any
      guideline, request or directive of any such authority (whether or not
      having the force of law), including any risk based capital guidelines,
      affects or would affect the amount of capital required to be maintained by
      such Lender or Agent (or any corporation controlling such Lender or Agent)
      and such Lender or Agent, as the case may be, determines that the amount
      of such capital is increased by or based upon the existence of such
      Lender’s or Agent’s obligations or Advances hereunder and such increase
      has the effect of reducing the rate of return on such Lender’s or Agent’s
      (or such controlling corporation’s) capital as a consequence of such
      obligations or Advances hereunder to a level below that which such Lender
      or Agent (or such controlling corporation) could have achieved but for
      such circumstances (taking into consideration its policies with respect to
      capital adequacy) by an amount deemed by such Lender or Agent to be
      material (collectively, “Increased Costs”), then Agent or such Lender
      shall notify the Borrower Representative, and thereafter Borrowers shall
      pay, jointly and severally, to such Lender or Agent, as the case may be,
      within ten (10) Business Days of written demand therefor from such Lender
      or Agent, additional amounts sufficient to compensate such Lender or Agent
      (or such controlling corporation) for any increase in the amount of
      capital and reduced rate of return which such Lender or Agent reasonably
      determines to be allocable to the existence of such Lender’s or Agent’s
      obligations or Advances hereunder. A statement setting forth the amount of
      such compensation, the methodology for the calculation and the calculation
      thereof which shall also be prepared in good faith and in reasonable
      detail by such Lender or Agent, as the case may be, shall be submitted by
      such Lender or by Agent to Borrower Representative, reasonably promptly
      after becoming aware of any event described in this Section 11.6(a) and
      shall be conclusively presumed to be correct, absent manifest
      error.

            


    

     

    
      
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              (b)

            	
              Notwithstanding
      the foregoing, however, Borrowers shall not be required to pay any
      increased costs under Sections 11.5, 11.6 or 3.4(c) for any period ending
      prior to the date that is 180 days prior to the making of a Lender’s
      initial request for such additional amounts unless the applicable change
      in law or other event resulting in such increased costs is effective
      retroactively to a date more than 180 days prior to the date of such
      request, in which case a Lender’s request for such additional amounts
      relating to the period more than 180 days prior to the making of the
      request must be given not more than 180 days after such Lender becomes
      aware of the applicable change in law or other event resulting in such
      increased costs.

            


    

     

    11.7           Right of Lenders to Fund
through Branches and Affiliates.  Each
Lender (including without limitation the Swing Line Lender) may, if it so
elects, fulfill its commitment as to any Advance hereunder by designating a
branch or Affiliate of such Lender to make such Advance; provided that (a)
such Lender shall remain solely responsible for the performances of its
obligations hereunder and (b) no such designation shall result in any material
increased costs to Borrowers.

     

    11.8           Margin
Adjustment.  Adjustments
to the Applicable Margins and the Applicable Fee Percentages, based on Schedule
1.1, shall be implemented on a quarterly basis as follows:

     

    
      	
               
      

            	
              (a)

            	
              Such
      adjustments shall be given prospective effect only, effective as to all
      Advances outstanding hereunder, the Applicable Fee Percentage and the
      Letter of Credit Fee, upon the date of delivery of the financial
      statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant
      Compliance Report under Section 7.2(a) hereof, in each case establishing
      applicability of the appropriate adjustment and in each case with no
      retroactivity or claw-back. In the event Borrowers shall fail timely to
      deliver such financial statements or the Covenant Compliance Report and
      such failure continues for three (3) days, then (but without affecting the
      Event of Default resulting therefrom) from the date delivery of such
      financial statements and report was required until such financial
      statements and report are delivered, the Applicable Margins and Applicable
      Fee Percentages shall be at the highest level on the Pricing Matrix
      attached to this Agreement as Schedule
1.1.

            


    

     

    
      
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              (b)

            	
              From
      the Effective Date until the required date of delivery (or, if earlier,
      delivery) of the financial statements under Section 7.1(a) or 7.1(b)
      hereof, as applicable, and the Covenant Compliance Report under Section
      7.2(a) hereof, for the fiscal quarter ending December 31, 2007, the
      Applicable Margins and Applicable Fee Percentages shall be those set forth
      under the Level II column of the pricing matrix attached to this Agreement
      as Schedule 1.1. Thereafter, Applicable Margins and Applicable Fee
      Percentages shall be based upon the quarterly financial statements and
      Covenant Compliance Reports, subject to recalculation as provided in
      Section 11.8(a) above.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Notwithstanding
      the foregoing, however, if, prior to the payment and discharge in full (in
      cash) of the Indebtedness and the termination of any and all commitments
      hereunder, as a result of any restatement of or adjustment to the
      financial statements of Sterling and any of its Subsidiaries (relating to
      the current or any prior fiscal period) or for any other miscalculation or
      error, Agent determines that the Applicable Margin and/or the Applicable
      Fee Percentages as calculated by Borrowers as of any applicable date of
      determination were inaccurate in any respect and a proper calculation
      thereof would have resulted in different pricing for any fiscal period,
      then (x) if the proper calculation thereof would have resulted in higher
      pricing for any such period, Borrowers shall automatically and
      retroactively be jointly and severally obligated to pay to Agent, promptly
      upon demand by Agent or the Majority Lenders, an amount equal to the
      excess of the amount of interest and fees that should have been paid for
      such period over the amount of interest and fees actually paid for such
      period and, if the current fiscal period is affected thereby, the
      Applicable Margin and/or the Applicable Fee Percentages for the current
      period shall be adjusted based on such recalculation; and (y) if the
      proper calculation thereof would have resulted in lower pricing for such
      period, Agent and Lenders shall have no obligation to recalculate such
      interest or fees or to repay any interest or fees to the
      Borrowers.

            


    

     

    
      	
               
      

            	
              12.AGENT.

            


    

     

    12.1           Appointment of
Agent.  Each
Lender and the holder of each Note (if issued) irrevocably appoints and
authorizes the Agent to act on behalf of such Lender or holder under this
Agreement and the other Loan Documents and to exercise such powers hereunder and
thereunder as are specifically delegated to Agent by the terms hereof and
thereof, together with such powers as may be reasonably incidental thereto,
including without limitation the power to execute or authorize the execution of
financing or similar statements or notices, and other documents. In performing
its functions and duties under this Agreement, the Agent shall act solely as
agent of the Lenders and does not assume and shall not be deemed to have assumed
any obligation towards or relationship of agency or trust with or for any Credit
Party.

     

    
      
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    12.2           Deposit Account with
Agent.  Each
Borrower authorizes Agent, in Agent’s sole discretion, upon notice to the
Borrower Representative to charge its general deposit account(s), if any,
maintained with the Agent for the amount of any principal, interest, or other
amounts or costs due under this Agreement when the same become due and payable
under the terms of this Agreement or the Notes.

     

    12.3           Scope of Agent’s
Duties.  The
Agent shall have no duties or responsibilities except those expressly set forth
herein, and shall not, by reason of this Agreement or otherwise, have a
fiduciary relationship with any Lender (and no implied covenants or other
obligations shall be read into this Agreement against the Agent). None of Agent,
its Affiliates nor any of their respective directors, officers, employees or
agents shall be liable to any Lender for any action taken or omitted to be taken
by it or them under this Agreement or any document executed pursuant hereto, or
in connection herewith or therewith with the consent or at the request of the
Majority Lenders (or all of the Lenders for those acts requiring consent of all
of the Lenders) (except for its or their own willful misconduct or gross
negligence), nor be responsible for or have any duties to ascertain, inquire
into or verify (a) any recitals or warranties made by the Credit Parties or any
Affiliate of the Credit Parties, or any officer thereof contained herein or
therein, (b) the effectiveness, enforceability, validity or due execution of
this Agreement or any document executed pursuant hereto or any security
thereunder, (c) the performance by the Credit Parties of their respective
obligations hereunder or thereunder, or (d) the satisfaction of any condition
hereunder or thereunder, including without limitation in connection with the
making of any Advance or the issuance of any Letter of Credit. Agent and its
Affiliates shall be entitled to rely upon any certificate, notice, document or
other communication (including any cable, telegraph, telex, facsimile
transmission or oral communication) believed by it to be genuine and correct and
to have been sent or given by or on behalf of a proper person. Agent may treat
the payee of any Note as the holder thereof. Agent may employ agents and may
consult with legal counsel, independent public accountants and other experts
selected by it and shall not be liable to the Lenders (except as to money or
property received by them or their authorized agents), for the negligence or
misconduct of any such agent selected by it with reasonable care or for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

     

    12.4           Successor
Agent.  Agent
may resign as such at any time upon at least thirty (30) days prior notice to
Borrower Representative and each of the Lenders. If Agent at any time shall
resign or if the office of Agent shall become vacant for any other reason,
Majority Lenders shall, by written instrument,  appoint successor
agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long
as no Default or Event of Default has occurred and is continuing, to Borrower
Representative (which approval shall not be unreasonably withheld or delayed);
provided, however that any such successor Agent shall be a bank or a trust
company or other financial institution which maintains an office in the United
States, or a commercial bank organized under the laws of the United States or
any state thereof, or any Affiliate of such bank or trust company or other
financial institution which is engaged in the banking business, and shall have a
combined capital and surplus of at least $500,000,000. Such Successor Agent
shall thereupon become the Agent hereunder, as applicable, and Agent shall
deliver or cause to be delivered to any successor agent such documents of
transfer and assignment as such Successor Agent may reasonably request. If a
Successor Agent is not so appointed or does not accept such appointment before
the resigning Agent’s resignation becomes effective, the resigning Agent may
appoint a temporary successor to act until such appointment by the Majority
Lenders and, if applicable, Borrower Representative, is made and accepted, or if
no such temporary successor is appointed as provided above by the resigning
Agent, the Majority Lenders shall thereafter perform all of the duties of the
resigning Agent hereunder until such appointment by the Majority Lenders and, if
applicable, Borrower Representative, is made and accepted. Such Successor Agent
shall succeed to all of the rights and obligations of the resigning Agent as if
originally named. The resigning Agent shall duly assign, transfer and deliver to
such Successor Agent all moneys at the time held by the resigning Agent
hereunder after deducting therefrom its expenses for which it is entitled to be
reimbursed hereunder. Upon such succession of any such Successor Agent, the
resigning Agent shall be discharged from its duties and obligations, in its
capacity as Agent hereunder, except for its gross negligence or willful
misconduct arising prior to its resignation hereunder, and the provisions of
this Article 12 shall continue in effect for the benefit of the resigning Agent
in respect of any actions taken or omitted to be taken by it while it was acting
as Agent.

     

    
      
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    12.5           Credit
Decisions.  Each
Lender acknowledges that it has, independently of Agent and each other Lender
and based on the financial statements of Borrowers and such other documents,
information and investigations as it has deemed appropriate, made its own credit
decision to extend credit hereunder from time to time. Each Lender also
acknowledges that it will, independently of Agent and each other Lender and
based on such other documents, information and investigations as it shall deem
appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement, any Loan Document or any other document
executed pursuant hereto.

     

    12.6           Authority of Agent to
Enforce This Agreement.  Each
Lender, subject to the terms and conditions of this Agreement, grants the Agent
full power and authority as attorney-in-fact to institute and maintain actions,
suits or proceedings for the collection and enforcement of any Indebtedness
outstanding under this Agreement or any other Loan Document and to file such
proofs of debt or other documents as may be necessary to have the claims of the
Lenders allowed in any proceeding relative to any Credit Party, or their
respective creditors or affecting their respective properties, and to take such
other actions which Agent considers to be necessary or desirable for the
protection, collection and enforcement of the Notes, this Agreement or the other
Loan Documents.

     

    12.7           Indemnification of
Agent.  The
Lenders agree (which agreement shall survive the expiration or termination of
this Agreement) to indemnify the Agent and its Affiliates (to the extent not
reimbursed by Borrowers, but without limiting any obligation of Borrowers to
make such reimbursement), ratably according to their respective Percentages,
from and against any and all claims, damages, losses, liabilities, costs or
expenses of any kind or nature whatsoever (including, without limitation,
reasonable fees and expenses of house and outside counsel) which may be imposed
on, incurred by, or asserted against the Agent and its Affiliates in any way
relating to or arising out of this Agreement, any of the other Loan Documents or
the transactions contemplated hereby or any action taken or omitted by the Agent
and its Affiliates under this Agreement or any of the Loan Documents; provided,
however, that no Lender shall be liable for any portion of such claims, damages,
losses, liabilities, costs or expenses resulting from the Agent’s or its
Affiliate’s gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly
upon demand for its ratable share of any reasonable out-of-pocket expenses
(including, without limitation, reasonable fees and expenses of house and
outside counsel) incurred by the Agent and its Affiliates in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement
or any of the other Loan Documents, to the extent that the Agent and its
Affiliates are not reimbursed for such expenses by Borrowers, but without
limiting the obligation of Borrowers to make such reimbursement. Each Lender
agrees to reimburse the Agent and its Affiliates promptly upon demand for its
ratable share of any amounts owing to the Agent and its Affiliates by the
Lenders pursuant to this Section, provided that, if the Agent or its Affiliates
are subsequently reimbursed by Borrowers for such amounts, they shall refund to
the Lenders on a pro rata basis the amount of any excess reimbursement. If the
indemnity furnished to the Agent and its Affiliates under this Section shall
become impaired as determined in the Agent’s reasonable judgment or Agent shall
elect in its sole discretion to have such indemnity confirmed by the Lenders (as
to specific matters or otherwise), Agent shall give notice thereof to each
Lender and, until such additional indemnity is provided or such existing
indemnity is confirmed, the Agent may cease, or not commence, to take any
action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates
shall be deemed to constitute part of the Indebtedness hereunder.

     

    
      
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    12.8           Knowledge of
Default.  It
is expressly understood and agreed that the Agent shall be entitled to assume
that no Default or Event of Default has occurred and is continuing, unless the
officers of the Agent immediately responsible for matters concerning this
Agreement shall have received a written notice from a Lender or a Borrower
specifying such Default or Event of Default and stating that such notice is a
“notice of default”. Upon receiving such a notice, the Agent shall promptly
notify each Lender of such Default or Event of Default and provide each Lender
with a copy of such notice and shall endeavor to provide such notice to the
Lenders within three (3) Business Days (but without any liability whatsoever in
the event of its failure to do so).

     

    12.9           Agent’s Authorization;
Action by Lenders.  Except
as otherwise expressly provided herein, whenever the Agent is authorized and
empowered hereunder on behalf of the Lenders to give any approval or consent, or
to make any request, or to take any other action on behalf of the Lenders
(including without limitation the exercise of any right or remedy hereunder or
under the other Loan Documents), the Agent shall be required to give such
approval or consent, or to make such request or to take such other action only
when so requested in writing by the Majority Lenders or the Lenders, as
applicable hereunder. Action that may be taken by the Majority Lenders, any
other specified Percentage of the Lenders or all of the Lenders, as the case may
be (as provided for hereunder) may be taken (i) pursuant to a vote of the
requisite percentages of the Lenders as required hereunder at a meeting (which
may be held by telephone conference call), provided that Agent exercises good
faith, diligent efforts to give all of the Lenders reasonable advance notice of
the meeting, or (ii) pursuant to the written consent of the requisite
percentages of the Lenders as required hereunder, provided that all of the
Lenders are given reasonable advance notice of the requests for such
consent.

     

    
      
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    12.10           Enforcement Actions by the
Agent.  Except
as otherwise expressly provided under this Agreement or in any of the other Loan
Documents and subject to the terms hereof, Agent will take such action, assert
such rights and pursue such remedies under this Agreement and the other Loan
Documents as the Majority Lenders or all of the Lenders, as the case may be (as
provided for hereunder), shall direct; provided, however, that the Agent shall
not be required to act or omit to act if, in the reasonable judgment of the
Agent, such action or omission may expose the Agent to personal liability for
which Agent has not been satisfactorily indemnified hereunder or is contrary to
this Agreement, any of the Loan Documents or applicable law. Except as expressly
provided above or elsewhere in this Agreement or the other Loan Documents, no
Lender (other than the Agent, acting in its capacity as agent) shall be entitled
to take any enforcement action of any kind under this Agreement or any of the
other Loan Documents.

     

    12.11           Collateral
Matters.

     

    (a)           The
Agent is authorized on behalf of all the Lenders, without the necessity of any
notice to or further consent from the Lenders, from time to time to take any
action with respect to any Collateral or the Collateral Documents which may be
necessary to perfect and maintain a perfected security interest in and Liens
upon the Collateral granted pursuant to the Loan Documents.

     

    (b)           The
Lenders irrevocably authorize the Agent, in its reasonable discretion, to the
full extent set forth in the post-amble to Section 13.10 hereof, (1) to release
or terminate any Lien granted to or held by the Agent upon any Collateral (a)
upon termination of the Revolving Credit Aggregate Commitment and payment in
full of all Indebtedness payable under this Agreement and under any other Loan
Document; (b) constituting property (including, without limitation, Equity
Interests in any Person) sold or to be sold or disposed of as part of or in
connection with any disposition (whether by sale, by merger or by any other form
of transaction and including the property of any Subsidiary that is disposed of
as permitted hereby) permitted in accordance with the terms of this Agreement;
(c) constituting property in which a Credit Party owned no interest at the time
the Lien was granted or at any time thereafter; or (d) if approved, authorized
or ratified in writing by the Majority Lenders, or all the Lenders, as the case
may be, as provided in Section 13.10; (2) to subordinate the Lien granted to or
held by Agent on any Collateral to any other holder of a Lien on such Collateral
which is permitted by Section 8.2(b) hereof; and (3) if all of the Equity
Interests held by the Credit Parties in any Person are sold or otherwise
transferred to any transferee other than a Borrower or a Subsidiary of a
Borrower as part of or in connection with any disposition (whether by sale, by
merger or by any other form of transaction) permitted in accordance with the
terms of this Agreement, to release such Person from all of its obligations
under the Loan Documents (including, without limitation, under any Guaranty).
Upon request by the Agent at any time, the Lenders will confirm in writing the
Agent’s authority to release particular types or items of Collateral pursuant to
this Section 12.11(b).

     

    
      
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    12.12           Agents in their Individual
Capacities.  Comerica
Bank and its Affiliates, successors and assigns shall each have the same rights
and powers hereunder as any other Lender and may exercise or refrain from
exercising the same as though such Lender were not the Agent. Comerica Bank and
its Affiliates may (without having to account therefor to any Lender) accept
deposits from, lend money to, and generally engage in any kind of banking,
trust, financial advisory or other business with the Credit Parties as if such
Lender were not acting as the Agent hereunder, and may accept fees and other
consideration therefor without having to account for the same to the
Lenders.

     

    12.13           Agent’s
Fees.  Until
the Indebtedness has been repaid and discharged in full and no commitment to
extend any credit hereunder is outstanding, Borrowers are obligated, on a joint
and several basis to pay to the Agent, as applicable, any agency or other fee(s)
set forth (or to be set forth from time to time) in the applicable Fee Letter on
the terms set forth therein. The agency fees referred to in this Section 12.13
shall not be refundable under any circumstances.

     

    12.14           Documentation Agent or other
Titles.  Any
Lender identified on the facing page or signature page of this Agreement or in
any amendment hereto or as designated with consent of the Agent in any
assignment agreement as Lead Arranger, Documentation Agent, Syndications Agent
or any similar titles, shall not have any right, power, obligation, liability,
responsibility or duty under this Agreement as a result of such title other than
those applicable to all Lenders as such. Without limiting the foregoing, the
Lenders so identified shall not have or be deemed to have any fiduciary
relationship with any Lender as a result of such title. Each Lender acknowledges
that it has not relied, and will not rely, on the Lender so identified in
deciding to enter into this Agreement or in taking or not taking action
hereunder.

     

    12.15           No Reliance on Agent’s
Customer Identification Program.

     

    (a)           Each
Lender acknowledges and agrees that neither such Lender, nor any of its
Affiliates, participants or assignees, may relay on the Agent to carry out such
Lender’s, Affiliate’s, participant’s or assignee’s customer identification
program, or other obligations required or imposed under or pursuant to the
Patriot Act or the regulations thereunder, including the regulations contained
in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or
any other Anti-Terrorism Law, including any programs involving any of the
following items relating to or in connection with Borrowers or any of their
Subsidiaries, any of their respective Affiliates or agents, the Loan Documents
or the transactions hereunder: (i) any identify verification procedures, (ii)
any record keeping, (iii) any comparisons with government lists, (iv) any
customer notices or (v) any other procedures required under the CIP Regulations
or such other laws.

     

    (b)           Each
Lender or assignee or participant of a Lender that is not organized under the
laws of the United States or a state thereof (and is not excepted from the
certification requirement contained in Section 313 of the USA Patriot Act and
the applicable regulations because it is both (i) an affiliate of a depository
institution or foreign bank that maintains a physical presence in the United
States or foreign country, and (ii) subject to provision by a banking authority
regulating such affiliated depository institution or foreign bank) shall deliver
to the Administrative Agent the certification, or, if applicable,
recertification, certifying that such Lender is not a “shell” and certifying to
other matters as required by Section 313 of the Patriot Act and the applicable
regulations: (x) within 10 days after the Effective Date, and (y) at such other
times as are required under the Patriot Act.

     

    
      
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              13.MISCELLANEOUS.

            


    

     

    13.1           Accounting
Principles.  Where
the character or amount of any asset or liability or item of income or expense
is required to be determined or any consolidation or other accounting
computation is required to be made for the purposes of this Agreement, it shall
be done, unless otherwise specified herein, in accordance with
GAAP.

     

    13.2           Consent to
Jurisdiction.  The
Borrowers, the Agent and Lenders hereby irrevocably submit to the non-exclusive
jurisdiction of any United States Federal Court or Texas state court sitting in
Dallas, Texas in any action or proceeding arising out of or relating to this
Agreement or any of the Loan Documents and the Borrowers, Agent and Lenders
hereby irrevocably agree that all claims in respect of such action or proceeding
may be heard and determined in any such United States Federal Court or Texas
state court. Chapter 346 of the Texas Finance Code (which regulates certain
revolving credit loan accounts and revolving tri-party accounts) does not apply
to this Agreement or the Notes. Each Borrower irrevocably consents to the
service of any and all process in any such action or proceeding brought in any
court in or of the State of Texas by the delivery of copies of such process to
it at the applicable addresses specified on the signature page hereto or by
certified mail directed to such address or such other address as may be
designated by it in a notice to the other parties that complies as to delivery
with the terms of Section 13.6. Nothing in this Section shall affect the right
of the Lenders and the Agent to serve process in any other manner permitted by
law or limit the right of the Lenders or the Agent (or any of them) to bring any
such action or proceeding against any Credit Party or any of their property in
the courts with subject matter jurisdiction of any other jurisdiction. Each
Borrower irrevocably waives any objection to the laying of venue of any such
suit or proceeding in the above described courts.

     

    13.3           Law of
Texas.  This
Agreement, the Notes and, the other Loan Documents shall be governed by and
construed and enforced in accordance with the laws of the State of Texas.
Whenever possible each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.

     

    13.4           Interest.  Agent,
Lenders, Borrowers and any other parties to the Loan Documents intend to
contract in strict compliance with applicable usury law from time to time in
effect.  In furtherance thereof such Persons stipulate and agree that
none of the terms and provisions contained in the Loan Documents shall ever be
construed to create a contract to pay, for the use, forbearance or detention of
money, interest in excess of the maximum amount of interest permitted to be
charged by applicable law from time to time in effect.  Neither
Borrowers, any other party to the Loan Documents nor any present or future
guarantors, endorsers, or other Persons hereafter becoming liable for payment of
any Indebtedness shall ever be liable for unearned interest thereon or shall
ever be required to pay interest thereon in excess of the maximum amount that
may be lawfully contracted for, charged, or received under applicable law from
time to time in effect, and the provisions of this section shall control over
all other provisions of the Loan Documents which may be in conflict or apparent
conflict herewith.  Agent and Lenders expressly disavow any intention
to contract for, charge, or collect excessive unearned interest or finance
charges in the event the maturity of any Indebtedness is
accelerated.  If  (a) the maturity of any Indebtedness is
accelerated for any reason, (b) any Indebtedness is prepaid and as a result any
amounts held to constitute interest are determined to be in excess of the legal
maximum, or (c) Agent or any Lender or any other holder of any or all of the
Indebtedness shall otherwise collect moneys which are determined to constitute
interest which would otherwise increase the interest on any or all of the
Indebtedness to an amount in excess of that permitted to be charged by
applicable law then in effect, then all sums determined to constitute interest
in excess of such legal limit shall, without penalty, be promptly applied to
reduce the then outstanding principal of the related Indebtedness or, at such
Lender’s or holder’s option, promptly returned to Borrower or the other payor
thereof upon such determination.  In determining whether or not the
interest paid or payable, under any specific circumstance, exceeds the maximum
amount permitted under applicable law, Agent, Lenders, Borrowers (and any other
payors thereof) shall to the greatest extent permitted under applicable Law, (i)
characterize any non-principal payment as an expense, fee or premium rather than
as interest, (ii) exclude voluntary prepayments and the effects thereof, and
(iii) amortize, prorate, allocate, and spread the total amount of interest
throughout the entire contemplated term of the instruments evidencing the
Obligations in accordance with the amounts outstanding from time to time
thereunder and the maximum legal rate of interest from time to time in effect
under applicable law in order to lawfully contract for, charge, or receive the
maximum amount of interest permitted under applicable Law.  In the
event applicable Law provides for an interest ceiling under Chapter 303 of the
Texas Finance Code (the “Texas Finance Code”) as amended, for that day, the
ceiling shall be the “weekly ceiling” as defined in the Texas Finance Code,
provided that if any applicable Law permits greater interest, the Law permitting
the greatest interest shall apply. As used in this section the term “applicable
law” means the laws of the State of Texas or the laws of the United States of
America, whichever laws allow the greater interest, as such laws now exist or
may be changed or amended or come into effect in the future.

     

    
      
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    13.5           Closing Costs and Other
Costs; Indemnification.(a)           Borrowers
shall pay or reimburse, on a joint and several basis, (a) Agent and its
Affiliates for payment of, on demand, all reasonable costs and expenses,
including, by way of description and not limitation, reasonable in-house and
outside attorney fees and advances, appraisal and accounting fees, lien search
fees, and required travel costs, incurred by Agent and its Affiliates in
connection with the commitment, consummation and closing of the loans
contemplated hereby, or in connection with the administration or enforcement of
this Agreement or the other Loan Documents (including the obtaining of legal
advice regarding the rights and responsibilities of the parties hereto) or any
refinancing or restructuring of the loans or Advances provided under this
Agreement or the other Loan Documents, or any amendment or modification thereof
requested by Borrowers, and (b) Agent and its Affiliates and each of the
Lenders, as the case may be, for all stamp and other taxes and duties payable or
determined to be payable in connection with the execution, delivery, filing or
recording of this Agreement and the other Loan Documents and the consummation of
the transactions contemplated hereby, and any and all liabilities with respect
to or resulting from any delay in paying or omitting to pay such taxes or
duties. Furthermore, all reasonable costs and expenses, including without
limitation attorney fees, incurred by Agent and its Affiliates and, after the
occurrence and during the continuance of an Event of Default, by the Lenders in
revising, preserving, protecting, exercising or enforcing any of its or any of
the Lenders’ rights against Borrowers or any other Credit Party, or otherwise
incurred by Agent and its Affiliates and the Lenders in connection with any
Event of Default or the enforcement of the loans (whether incurred through
negotiations, legal proceedings or otherwise), including by way of description
and not limitation, such charges in any court or bankruptcy proceedings or
arising out of any claim or action by any person against Agent, its Affiliates,
or any Lender which would not have been asserted were it not for Agent’s or such
Affiliate’s or Lender’s relationship with Borrowers hereunder or otherwise,
shall also be paid, on a joint and several basis, by Borrowers. All of said
amounts required to be paid by Borrowers hereunder and not paid forthwith upon
demand, as aforesaid, shall bear interest, from the date incurred to the date
payment is received by Agent, at the Prime-based Rate, plus two percent
(2%).

     

    
      
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    (b)           Borrowers
jointly and severally agree to indemnify and hold Agent and each of the Lenders
(and their respective Affiliates) harmless from all loss, cost, damage,
liability or expenses, including reasonable house and outside attorneys’ fees
and disbursements (but without duplication of such fees and disbursements for
the same services), incurred by Agent and each of the Lenders by reason of an
Event of Default, or enforcing the obligations of any Credit Party under this
Agreement or any of the other Loan Documents, as applicable, or in the
prosecution or defense of any action or proceeding concerning any matter growing
out of or connected with this Agreement or any of the Loan Documents, excluding,
however, any loss, cost, damage, liability or expenses to the extent arising as
a result of the gross negligence or willful misconduct of the party seeking to
be indemnified under this Section 13.5(b), provided that, the Borrowers shall be
obligated to reimburse Agent and the Lenders for only a single financial
consultant selected by Agent in consultation with the Lenders.

     

    (c)           The
Borrowers agree on a joint and several basis to defend, indemnify and hold
harmless Agent and each Lender (and their respective Affiliates), and their
respective employees, agents, officers and directors from and against any and
all claims, demands, penalties, fines, liabilities, settlements, damages, costs
or expenses of whatever kind or nature (including without limitation, reasonable
attorneys and consultants fees, investigation and laboratory fees, environmental
studies required by Agent or any Lender in connection with the violation of
Hazardous Material Laws), court costs and litigation expenses, arising out of or
related to (i) the presence, use, disposal, release or threatened release of any
Hazardous Materials on, from or affecting any premises owned or occupied by any
Credit Party in violation of or the non-compliance with applicable Hazardous
Material Laws, (ii) any personal injury (including wrongful death) or property
damage (real or personal) arising out of or related to such Hazardous Materials,
(iii) any lawsuit or other proceeding brought or threatened, settlement reached
or governmental order or decree relating to such Hazardous Materials, and/or
(iv) complying or coming into compliance with all Hazardous Material Laws
(including the cost of any remediation or monitoring required in connection
therewith) or any other Requirement of Law; provided, however, that the
Borrowers shall have no obligations under this Section 13.5(c) with respect to
claims, demands, penalties, fines, liabilities, settlements, damages, costs or
expenses to the extent arising as a result of the gross negligence or willful
misconduct of the Agent or such Lender, as the case may be. The obligations of
Borrowers under this Section 13.5(c) shall be in addition to any and all other
obligations and liabilities Borrowers may have to Agent or any of the Lenders at
common law or pursuant to any other agreement.

     

    
      
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    13.6           Notices.

     

    
      	
               
      

            	
              (a)

            	
              Except
      as expressly provided otherwise in this Agreement (and except as provided
      in clause (b) below), all notices and other communications provided to any
      party hereto under this Agreement or any other Loan Document shall be in
      writing and shall be given by personal delivery, by mail, by reputable
      overnight courier or by facsimile and addressed or delivered to it at its
      address set forth on Schedule 13.6 or at such other address as may be
      designated by such party in a notice to the other parties that complies as
      to delivery with the terms of this Section 13.6 or posted to an E-System
      set up by or at the direction of Agent (as set forth below). Any notice,
      if personally delivered or if mailed and properly addressed with postage
      prepaid and sent by registered or certified mail, shall be deemed given
      when received or when delivery is refused; any notice, if given to a
      reputable overnight courier and properly addressed, shall be deemed given
      two (2) Business Days after the date on which it was sent, unless it is
      actually received sooner by the named addressee; and any notice, if
      transmitted by facsimile, shall be deemed given when received. The Agent
      may, but, except as specifically provided herein, shall not be required
      to, take any action on the basis of any notice given to it by telephone,
      but the giver of any such notice shall promptly confirm such notice in
      writing, by facsimile, and such notice will not be deemed to have been
      received until such confirmation is deemed received in accordance with the
      provisions of this Section set forth above. If such telephonic notice
      conflicts with any such confirmation, the terms of such telephonic notice
      shall control. Any notice given by the Agent or any Lender to the Borrower
      Representative shall be deemed to be a notice to all of the Credit
      Parties.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notices
      and other communications provided to the Agent and the Lenders party
      hereto under this Agreement or any other Loan Document may be delivered or
      furnished by electronic communication (including email and Internet or
      intranet websites) pursuant to procedures approved by the
      Agent.  The Agent or any Borrower may, in its discretion, agree
      to accept notices and other communications to it hereunder by electronic
      communications (including email and any E-System) pursuant to procedures
      approved by it.  Unless otherwise agreed to in a writing by and
      among the parties to a particular communication, (i) notices and other
      communications sent to an email address shall be deemed received upon the
      sender’s receipt of an acknowledgment from the intended recipient (such as
      by the “return receipt requested” function, return email, or other written
      acknowledgment) and (ii) notices and other communications posted to any
      E-System shall be deemed received upon the deemed receipt by the intended
      recipient at its email address as described in the foregoing clause (i) of
      notification that such notice or other communication is available and
      identifying the website address
therefore.

            


    

     

    13.7           Further
Action.  Borrowers,
from time to time, upon written request of Agent will make, execute, acknowledge
and deliver or cause to be made, executed, acknowledged and delivered, all such
further and additional instruments, and take all such further action as may
reasonably be required to carry out the intent and purpose of this Agreement or
the Loan Documents, and to provide for Advances under and payment of the Notes,
according to the intent and purpose herein and therein expressed.

     

    13.8           Successors and Assigns;
Participations; Assignments.

     

    (a)           This
Agreement shall be binding upon and shall inure to the benefit of the Borrowers
and the Lenders and their respective successors and assigns.

     

    (b)           The
foregoing shall not authorize any assignment by any Borrower of its rights or
duties hereunder, and, except as otherwise provided herein, no such assignment
shall be made (or be effective) without the prior written approval of the
Lenders.

     

    
      
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    (c)           No
Lenders may at any time assign or grant participations in such Lender’s rights
and obligations hereunder and under the other Loan Documents except (i) by way
of assignment to any Eligible Assignee in accordance with clause (d) of this
Section, (ii) by way of a participation in accordance with the provisions of
clause (e) of this Section or (iii) by way of a pledge or assignment of a
security interest subject to the restrictions of clause (f) of this Section (and
any other attempted assignment or transfer by any Lender shall be deemed to be
null and void).

     

    (d)           Each
assignment by a Lender of all or any portion of its rights and obligations
hereunder and under the other Loan Documents, shall be subject to the following
terms and conditions:

     

    
      	
               
      

            	
              (i)

            	
              each
      such assignment shall be made on a pro rata basis, and shall be in a
      minimum amount of the lesser of (x) Five Million Dollars ($5,000,000) or
      such lesser amount as the Agent shall agree and (y) the entire remaining
      amount of assigning Lender’s aggregate interest in the Revolving Credit
      (and participations in any outstanding Letters of Credit); provided
      however that, after giving effect to such assignment, in no event shall
      the entire remaining amount (if any) of assigning Lender’s aggregate
      interest in the Revolving Credit (and participations in any outstanding
      Letters of Credit) be less than $5,000,000;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      parties to any assignment shall execute and deliver to Agent an Assignment
      Agreement substantially (as determined by Agent) in the form attached
      hereto as Exhibit H (with appropriate insertions acceptable to Agent),
      together with a processing and recordation fee in the amount, if any,
      required as set forth in the Assignment Agreement (provided however that
      such Lender need not deliver an Assignment Agreement in connection with
      assignments to such Lender’s Affiliates or to a Federal Reserve
      Bank).

            


    

     

    
      
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    Until the
Assignment Agreement becomes effective in accordance with its terms, and Agent
has confirmed that the assignment satisfies the requirements of this Section
13.8, the Borrowers and the Agent shall be entitled to continue to deal solely
and directly with the assigning Lender in connection with the interest so
assigned.  From and after the effective date of each Assignment
Agreement that satisfies the requirements of this Section 13.8, the assignee
thereunder shall be deemed to be a party to this Agreement, such assignee shall
have the rights and obligations of a Lender under this Agreement and the other
Loan Documents (including without limitation the right to receive fees payable
hereunder in respect of the period following such assignment) and the assigning
Lender shall relinquish its rights and be released from its obligations under
this Agreement and the other Loan Documents.

     

    Upon
request, Borrowers shall execute and deliver to the Agent, new Note(s) payable
to the order of the assignee in an amount equal to the amount assigned to the
assigning Lender pursuant to such Assignment Agreement, and with respect to the
portion of the Indebtedness retained by the assigning Lender, to the extent
applicable, new Note(s) payable to the order of the assigning Lender in an
amount equal to the amount retained by such Lender hereunder. The Agent, the
Lenders and each Borrower acknowledges and agrees that any such new Note(s)
shall be given in renewal and replacement of the Notes issued to the assigning
lender prior to such assignment and shall not effect or constitute a novation or
discharge of the Indebtedness evidenced by such prior Note, and each such new
Note may contain a provision confirming such agreement.

     

    (e)           The
Borrowers and the Agent acknowledge that each of the Lenders may at any time and
from time to time, subject to the terms and conditions hereof, grant
participations in such Lender’s rights and obligations hereunder (on a pro rata
basis only) and under the other Loan Documents to any Person (other than a
natural person or to any Borrower or any of Borrower’s Affiliates or
Subsidiaries); provided that any participation permitted hereunder shall comply
with all applicable laws and shall be subject to a participation agreement that
incorporates the following restrictions:

     

    
      	
               
      

            	
              (i)

            	
              such
      Lender shall remain the holder of its Notes hereunder (if such Notes are
      issued), notwithstanding any such
participation;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      participant shall not reassign or transfer, or grant any
      sub-participations in its participation interest hereunder or any part
      thereof; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              such
      Lender shall retain the sole right and responsibility to enforce the
      obligations of the Credit Parties relating to the Notes and the other Loan
      Documents, including, without limitation, the right to proceed against any
      Guarantors, or cause the Agent to do so (subject to the terms and
      conditions hereof), and the right to approve any amendment, modification
      or waiver of any provision of this Agreement without the consent of the
      participant (unless such participant is an Affiliate of such Lender),
      except for those matters covered by Section 13.10(a) through (e) hereof
      (provided that a participant may exercise any of the approval rights
      granted above in this clause (iii) only on an indirect basis, acting
      through such Lender and the Credit Parties, Agent and the other Lenders
      may continue to deal directly with such Lender in connection with such
      Lender’s rights and duties hereunder). Notwithstanding the foregoing,
      however, in the case of any participation granted by any Lender hereunder,
      the participant shall not have any rights under this Agreement or any of
      the other Loan Documents against the Agent, any other Lender or any Credit
      Party; provided, however that the participant may have rights against such
      Lender in respect of such participation as may be set forth in the
      applicable participation agreement and all amounts payable by the Credit
      Parties hereunder shall be determined as if such Lender had not sold such
      participation.  Each  such participant shall be
      entitled to the benefits of Article 11 of this Agreement to the same
      extent as if it were a Lender and had acquired its interest by assignment
      pursuant to clause (d) of this Section, provided that no participant shall
      be entitled to receive any greater amount pursuant to such the provisions
      of Article 11 than the issuing Lender would have been entitled to receive
      in respect of the amount of the participation transferred by such issuing
      Lender to such participant had no such transfer occurred and each such
      participant shall also be entitled to the benefits of Section 9.6 hereof
      as though it were a Lender, provided that such participant agrees to be
      subject to Section 10.3 hereof as though it were a
  Lender.

            


    

     

    
      
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    (f)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement (including its Notes, if any) to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledge or assignee for such Lender as a party
hereto.

     

    (g)           The
Agent shall maintain at its principal office a copy of each Assignment Agreement
delivered to it and a register (the “Register”) for the recordation of the names
and addresses of the Lenders, the Percentages of such Lenders and the principal
amount of each type of Advance owing to each such Lender from time to time. The
entries in the Register shall be conclusive evidence, absent manifest error, and
the Borrowers, the Agent, and the Lenders may treat each Person whose name is
recorded in the Register as the owner of the Advances recorded therein for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrowers or any Lender upon reasonable notice to the Agent and a copy of
such information shall be provided to any such party on their prior written
request. The Agent shall give prompt written notice to the Borrower
Representative of the making of any entry in the Register or any change in such
entry.

     

    (h)           Each
Borrower authorizes each Lender to disclose to any prospective assignee or
participant which has satisfied the requirements hereunder, any and all
financial information in such Lender’s possession concerning the Credit Parties
which has been delivered to such Lender pursuant to this Agreement, provided
that each such prospective assignee or participant shall execute a
confidentiality agreement consistent with the terms of Section 13.11 hereof or
shall otherwise agree to be bound by the terms thereof.

     

    
      
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    (i)           Nothing
in this Agreement, the Notes or the other Loan Documents, expressed or implied,
is intended to or shall confer on any Person other than the respective parties
hereto and thereto and their successors and assignees and participants permitted
hereunder and thereunder any benefit or any legal or equitable right, remedy or
other claim under this Agreement, the Notes or the other Loan
Documents.

     

    13.9           Counterparts;
Execution.  This
Agreement may be executed in several counterparts, and each executed copy shall
constitute an original instrument, but such counterparts shall together
constitute but one and the same instrument.  This Agreement (and each
other Loan Document) may be delivered by facsimile or electronic (e.g., .pdf or
..tif file) transmission with the same effect as if an originally executed
version of this Agreement (or such other Loan Document) had been personally
delivered to each of the parties hereto, whether or not an original remains in
existence.

     

    13.10           Amendment and
Waiver.  No
amendment or waiver of any provision of this Agreement or any other Loan
Document, 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
Agent and the Majority Lenders (or by the Agent at the written request of the
Majority Lenders) or, if this Agreement expressly so requires with respect to
the subject matter thereof, by all Lenders (and, with respect to any amendments
to this Agreement or the other Loan Documents, by any Credit Party or the
Guarantors that are signatories thereto), and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed by the Lender
or Lenders affected thereby, do any of the following: (a) increase the stated
amount of such Lender’s commitment hereunder, (b) reduce the principal
of, or interest on, any outstanding Indebtedness or any Fees or other amounts
payable hereunder, (c) postpone any date fixed for any payment of principal of,
or interest on, any outstanding Indebtedness or any Fees or other amounts
payable hereunder, (d) except as expressly permitted hereunder or under the
Collateral Documents, release all or substantially all of the Collateral
(provided that neither Agent nor any Lender shall be prohibited thereby from
proposing or participating in a consensual or nonconsensual debtor-in-possession
or similar financing), or release any material guaranty provided by any Person
in favor of Agent and the Lenders, provided however that Agent shall be
entitled, without notice to or any further action or consent of the Lenders, to
release any Collateral which any Credit Party is permitted to sell, assign or
otherwise transfer in compliance with this Agreement or the other Loan Documents
or release any guaranty to the extent expressly permitted in this Agreement or
any of the other Loan Documents (whether in connection with the sale, transfer
or other disposition of the applicable Guarantor or otherwise), (e) terminate or
modify any indemnity provided to the Lenders hereunder or under the other Loan
Documents, except as shall be otherwise expressly provided in this Agreement or
any other Loan Document, or (f) change the definitions of “Revolving Credit
Percentage”, “Percentage”, “Interest Periods”, “Majority Lenders”, “Majority
Revolving Credit Lenders”, Sections 10.2 or 10.3 hereof or this Section 13.10;
provided, further, that
notwithstanding the foregoing, the Revolving Credit Maturity Date may be
postponed or extended, only with the consent of all of the Revolving Credit
Lenders, and provided
further, that no amendment, waiver or consent shall, unless in a writing
signed by the Swing Line Lender, do any of the following: (x) reduce the
principal of, or interest on, the Swing Line Note (y) postpone any date fixed
for any payment of principal of, or interest on, the Swing Line Note or (z)
alter the rights and duties of the Swing Line Lender hereunder and provided further, that no
amendment, waiver or consent shall, unless in a writing signed by Issuing Lender
affect the rights or duties of Issuing Lender under this Agreement or any of the
other Loan Documents and no amendment, waiver, or consent shall, unless in a
writing signed by the Agent affect the rights or duties of the Agent under this
Agreement or any other Loan Document. All references in this Agreement to
“Lenders” or “the Lenders” shall refer to all Lenders, unless expressly stated
to refer to Majority Lenders (or the like).

     

    
      
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    The Agent
shall, upon the written request of the Borrower Representative, execute and
deliver to the Credit Parties such documents as may be necessary to evidence (1)
the release of any Lien granted to or held by the Agent upon any Collateral: (a)
upon termination of the Revolving Credit Aggregate Commitment and payment in
full of all Indebtedness payable under this Agreement and under any other Loan
Document; (b) which constitutes property (including, without limitation, Equity
Interests in any Person) sold or to be sold or disposed of as part of or in
connection with any disposition (whether by sale, by merger or by any other form
of transaction and including the property of any Subsidiary that is disposed of
as permitted hereby) permitted in accordance with the terms of this Agreement;
(c) which constitutes property in which a Credit Party owned no interest at the
time the Lien was granted or at any time thereafter; or (d) if approved,
authorized or ratified in writing by the Majority Lenders, or all the Lenders,
as the case may be, as provided in this Section 13.10; or (2) the release of any
Person from its obligations under the Loan Documents (including without
limitation the Guaranty) if all of the Equity Interests of such Person that were
held by a Credit Party are sold or otherwise transferred to any transferee other
than a Borrower or a Subsidiary of a Borrower as part of or in connection with
any disposition (whether by sale, by merger or by any other form of transaction)
permitted in accordance with the terms of this Agreement; provided that (i)
Agent shall not be required to execute any such release or subordination
agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion,
would expose the Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or warranty or
such release shall not in any manner discharge, affect or impair the
Indebtedness or any Liens upon any Collateral retained by any Credit Party,
including (without limitation) the proceeds of the sale or other disposition,
all of which shall constitute and remain part of the Collateral.

     

    13.11           Confidentiality.  Each
Lender agrees that it will not disclose without the prior consent of the
Borrower Representative (other than to its employees, its Subsidiaries, another
Lender, an Affiliate of a Lender or to its auditors or counsel) any information
with respect to the Credit Parties which is furnished pursuant to this Agreement
or any of the other Loan Documents; provided that any Lender may disclose any
such information (a) as has become generally available to the public or has been
lawfully obtained by such Lender from any third party under no duty of
confidentiality to any Credit Party, (b) as may be required or appropriate in
any report, statement or testimony submitted to, or in respect to any inquiry,
by, any municipal, state or federal regulatory body having or claiming to have
jurisdiction over such Lender, including the Board of Governors of the Federal
Reserve System of the United States, the Office of the Comptroller of the
Currency or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States or elsewhere) or their successors, (c) as may be
required or appropriate in respect to any summons or subpoena or in connection
with any litigation, (d) in order to comply with any law, order, regulation,
ruling or other requirement of law applicable to such Lender, and (e) to any
prospective assignee or participant in accordance with Section 13.8(f)
hereof.

     

    
      
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    13.12           Substitution of
Lenders.  If
(a) any Lender has failed to fund its Revolving Credit Percentage of any
Revolving Credit Advance, or to fund a Revolving Credit Advance to repay a Swing
Line Advance or any Reimbursement Obligations, (b) the obligation of any Lender
to make Eurodollar-based Advances has been suspended pursuant to Section 11.3 or
11.4, (c) any Lender has demanded compensation under Section 3.4(c), 11.5 or
11.6 or (d) any Lender has not approved an amendment, waiver or other
modification of this Agreement, if such amendment or waiver has been approved by
the Majority Lenders and the consent of such Lender is required (in each case,
an “Affected Lender”), then the Agent or the Borrowers shall have the right to
make written demand on the Affected Lender (with a copy to the Borrower
Representative in the case of a demand by the Agent or with a copy to the Agent
in the case of a demand by the Borrowers) to assign and the Affected Lender
shall assign, to one or more financial institutions that comply with the
provisions of Section 13.8 hereof (the “Purchasing Lender” or “Purchasing
Lenders”) to purchase the Advances of the Revolving Credit and/or Swing Line, as
the case may be, of such Affected Lender (including, without limitation, its
participating interests in outstanding Swing Line Advances and Letters of
Credit) and assume the commitment of the Affected Lender to extend credit under
the Revolving Credit (including without limitation its obligation to purchase
participations interest in Swing Line Advances and Letters of Credit) under this
Agreement. The Affected Lender shall be obligated to sell its Advances of the
Revolving Credit and/or Swing Line, as the case may be, and assign its
commitment to extend credit under the Revolving Credit (including without
limitation its obligations to purchase participations in Swing Line Advances and
Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten
(10) days after receiving notice from the Borrowers requiring it to do so, at an
aggregate price equal to the outstanding principal amount thereof, plus unpaid
interest accrued thereon up to but excluding the date of the sale. In connection
with any such sale, and as a condition thereof, the Borrowers shall pay to the
Affected Lender all fees accrued for its account hereunder to but excluding the
date of such sale, plus, if demanded by the Affected Lender within ten (10)
Business Days after such sale, (i) the amount of any compensation which would be
due to the Affected Lender under Section 11.1 if the Borrowers had prepaid the
outstanding Eurodollar-based Advances of the Affected Lender on the date of such
sale and (ii) any additional compensation accrued for its account under Sections
3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Purchasing
Lender or Purchasing Lenders shall assume the Affected Lender’s commitment, and
the Affected Lender shall be released from its obligations hereunder to a
corresponding extent. If any Purchasing Lender is not already one of the
Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee,
the Borrower Representative and the Agent, shall enter into an Assignment
Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender
shall be a Lender party to this Agreement, shall be deemed to be an assignee
hereunder and shall have all the rights and obligations of a Lender with a
Revolving Credit Percentage equal to its ratable share of the then applicable
Revolving Credit Aggregate Commitment of the Affected Lender. In connection with
any assignment pursuant to this Section 13.12, the Borrowers or the Purchasing
Lender shall pay to the Agent the administrative fee for processing such
assignment referred to in Section 13.8.

     

    
      
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    13.13           Withholding
Taxes.  If
any Lender is not a “united states person” within the meaning of Section
7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any
event prior to the initial payment of interest hereunder or prior to its
accepting any assignment under Section 13.8 hereof, as applicable) deliver to
the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any
successor form specifying the applicable tax treaty between the United States
and the jurisdiction of such Lender’s domicile which provides for the exemption
from withholding on interest payments to such Lender, (ii) Internal Revenue
Service Form W-8ECI or any successor form evidencing that the income to be
received by such Lender hereunder is effectively connected with the conduct of a
trade or business in the United States or (iii) other evidence satisfactory to
the Agent that such Lender is exempt from United States income tax withholding
with respect to such income; provided, however, that such Lender shall not be
required to deliver to Agent the aforesaid forms or other evidence with respect
to Advances to Borrowers, if such Lender has assigned its entire interest
hereunder (including its Revolving Credit Commitment Amount, any outstanding
Advances hereunder and participations in Letters of Credit issued hereunder and
any Notes issued to it by Borrowers), to an Affiliate which is incorporated
under the laws of the United States or a state thereof, and so notifies the
Agent. Such Lender shall amend or supplement any such form or evidence as
required to insure that it is accurate, complete and non-misleading at all
times. Promptly upon notice from the Agent of any determination by the Internal
Revenue Service that any payments previously made to such Lender hereunder were
subject to United States income tax withholding when made, such Lender shall pay
to the Agent the excess of the aggregate amount required to be withheld from
such payments over the aggregate amount actually withheld by the Agent. In
addition, from time to time upon the reasonable request and the sole expense of
Borrower, each Lender and the Agent shall (to the extent it is able to do so
based upon applicable facts and circumstances), complete and provide Borrowers
with such forms, certificates or other documents as may be reasonably necessary
to allow Borrowers, as applicable, to make any payment under this Agreement or
the other Loan Documents without any withholding for or on the account of any
tax under Section 10.1(d) hereof (or with such withholding at a reduced rate),
provided that the execution and delivery of such forms, certificates or other
documents does not adversely affect or otherwise restrict the rights and
benefits (including without limitation economic benefits) available to such
Lender or the Agent, as the case may be, under this Agreement or any of the
other Loan Documents, or under or in connection with any transactions not
related to the transactions contemplated hereby.

     

    13.14           Taxes and
Fees.  Should
any tax (other than as a result of a Lender’s failure to comply with Section
13.13 or a tax based upon the net income or capitalization of any Lender or the
Agent by any jurisdiction where a Lender or the Agent is or has been located),
or recording or filing fee become payable in respect of this Agreement or any of
the other Loan Documents or any amendment, modification or supplement hereof or
thereof, Borrowers agrees to pay the same, together with any interest or
penalties thereon arising from any Borrower’s actions or omissions, and agrees
to hold the Agent and the Lenders harmless with respect thereto provided,
however, that Borrowers shall not be responsible for any such interest or
penalties which were incurred prior to the date that notice is given to the
Credit Parties of such tax or fees. Notwithstanding the
foregoing, nothing contained in this Section 13.14 shall affect or reduce the
rights of any Lender or the Agent under Section 11.5 hereof.

     

    13.15           WAIVER OF JURY
TRIAL.  THE
LENDERS, THE AGENT AND THE BORROWERS KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR AGREEMENT OR
ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT,
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTION OF ANY OF THEM. NEITHER
THE LENDERS, THE AGENT NOR THE BORROWERS SHALL SEEK TO CONSOLIDATE, BY
COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR
RELINQUISHED BY THE LENDERS AND THE AGENT OR THE BORROWER EXCEPT BY A WRITTEN
INSTRUMENT EXECUTED BY ALL OF THEM.

     

    
      
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    13.16           Patriot Act
Notice.   Pursuant
to Section 326 of the USA Patriot Act, the Agent and the Lenders hereby notify
the Credit Parties that if they or any of their Subsidiaries open an account,
including any loan, deposit account, treasury management account, or other
extension of credit with Agent or any Lender, the Agent or the applicable Lender
will request the applicable Person’s name, tax identification number, business
address and other information necessary to identify such Person (and may request
such Person’s organizational documents or other identifying documents) to the
extent necessary for the Agent and the applicable Lender to comply with the USA
Patriot Act.

     

    13.17           Complete Agreement;
Conflicts.  THIS
AGREEMENT AND THE OTHER “LOAN AGREEMENTS” (AS DEFINED IN SECTION 26.02(A)(2) OF
THE TEXAS BUSINESS & COMMERCE CODE, AS AMENDED) REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES, AND THIS AGREEMENT AND THE OTHER WRITTEN LOAN
AGREEMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  In the event of any
conflict between the terms of this Agreement and the other Loan Documents, this
Agreement shall govern.

     

    13.18           Severability.  In
case any one or more of the obligations of the Credit Parties under this
Agreement, the Notes or any of the other Loan Documents shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining obligations of the Credit Parties shall not in
any way be affected or impaired thereby, and such invalidity, illegality or
unenforceability in one jurisdiction shall not affect the validity, legality or
enforceability of the obligations of the Credit Parties under this Agreement,
the Notes or any of the other Loan Documents in any other
jurisdiction.

     

    13.19           Table of Contents and
Headings; Section References.  The
table of contents and the headings of the various subdivisions hereof are for
convenience of reference only and shall in no way modify or affect any of the
terms or provisions hereof and references herein to “sections,” “subsections,”
“clauses,” “paragraphs,” “subparagraphs,” “exhibits” and “schedules” shall be to
sections, subsections, clauses, paragraphs, subparagraphs, exhibits and
schedules, respectively, of this Agreement unless otherwise specifically
provided herein or unless the context otherwise clearly indicates.

     

    
      
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    13.20           Construction of Certain
Provisions.  If
any provision of this Agreement or any of the Loan Documents refers to any
action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken directly
or indirectly by such Person, whether or not expressly specified in such
provision.

     

    13.21           Independence of
Covenants.  Each
covenant hereunder shall be given independent effect (subject to any exceptions
stated in such covenant) so that if a particular action or condition is not
permitted by any such covenant (taking into account any such stated exception),
the fact that it would be permitted by an exception to, or would be otherwise
within the limitations of, another covenant shall not avoid the occurrence of a
Default or an Event of Default.

     

    13.22           Electronic
Transmissions.

     

    
      	
               
      

            	
              (a)

            	
              Each
      of the Agent, the Credit Parties, the Lenders, and each of their
      Affiliates is authorized (but not required) to transmit, post or otherwise
      make or communicate, in its sole discretion, Electronic Transmissions in
      connection with any Loan Document and the transactions contemplated
      therein.  Each Borrower and each other Credit Party hereby
      acknowledges and agrees that the use of Electronic Transmissions is not
      necessarily secure and that there are risks associated with such use,
      including risks of interception, disclosure and abuse and each indicates
      it assumes and accepts such risks by hereby authorizing the transmission
      of Electronic Transmissions.

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      uses of an E-System shall be governed by and subject to, in addition to
      Section 13.6 and this Section 13.22, separate terms and conditions posted
      or referenced in such E-System and related contractual obligations
      executed by the Agent, the Credit Parties and the Lenders in connection
      with the use of such E-System.

            


    

     

    
      	
               
      

            	
              (c)

            	
              All
      E-Systems and Electronic Transmissions shall be provided “as is” and “as
      available”.  None of the Agent or any of its Affiliates warrants
      the accuracy, adequacy or completeness of any E-Systems or Electronic
      Transmission, and each disclaims all liability for errors or omissions
      therein.  No warranty of any kind is made by the Agent or any of
      its Affiliates in connection with any E Systems or Electronic
      Transmission, including any warranty of merchantability, fitness for a
      particular purpose, non-infringement of third-party rights or freedom from
      viruses or other code defects.  The Agent, the Credit Parties
      and the Lenders agree that the Agent has no responsibility for maintaining
      or providing any equipment, software, services or any testing required in
      connection with any Electronic Transmission or otherwise required for any
      E-System.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Notwithstanding
      the foregoing, any notice of Default, Event of Default or acceleration
      must be transmitted to the Borrower Representative either by mail, by
      reputable overnight courier, by facsimile or by email in accordance with
      Section 13.6.

            


    

     

    
      
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    13.23           Advertisements.  The
Agent and the Lenders may disclose the names of the Credit Parties and the
existence of the Indebtedness in general advertisements and trade
publications.

     

    13.24           Reliance on and Survival of
Provisions.  All
terms, covenants, agreements, representations and warranties of the Credit
Parties to any of the Loan Documents made herein or in any of the Loan Documents
or in any certificate, report, financial statement or other document furnished
by or on behalf of any Credit Party in connection with this Agreement or any of
the Loan Documents shall be deemed to have been relied upon by the Lenders,
notwithstanding any investigation heretofore or hereafter made by any Lender or
on such Lender’s behalf, and those covenants and agreements of the Borrowers set
forth in Section 13.5 hereof (together with any other indemnities of any Credit
Party contained elsewhere in this Agreement or in any of the other Loan
Documents) and of Lenders set forth in Section 12.7 hereof shall survive the
repayment in full of the Indebtedness and the termination of any commitment to
extend credit.

     

    13.25           Joint and Several
Liability.

     

    
      	
               
      

            	
              (a)

            	
              Each
      of the Borrowers acknowledges and agrees that it is the intent of the
      parties that each such Borrower be primarily liable for the obligations as
      a joint and several obligor. It is the intention of the parties that with
      respect to liability of any Borrower hereunder arising solely by reason of
      its being jointly and severally liable for Advances and other extensions
      of credit taken by Borrower, the obligations of such Borrower shall be
      absolute, unconditional and irrevocable irrespective
  of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      lack of validity, legality or enforceability of this Agreement or any Note
      as to any Borrower, as the case may
be;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      failure of any Lender or any holder of any
Note:

            


    

     

    (a)             to
enforce any right or remedy against any Borrower, as the case may be, or any
other Person (including any Guarantor) under the provisions of this Agreement,
such Note, or otherwise, or

     

    (b)             to
exercise any right or remedy against any guarantor of, or collateral securing,
any obligations;

     

    
      	
               
      

            	
              (iii)

            	
              any
      change in the time, manner or place of payment of, or in any other term
      of, all or any of the Indebtedness, or any other extension, compromise or
      renewal of any Indebtedness;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      reduction, limitation, impairment or termination of any Indebtedness with
      respect to any Borrower, as the case may be, for any reason, including any
      claim of waiver, release, surrender, alteration or compromise, and shall
      not be subject to (and each of the Borrowers hereby waives any right to or
      claim of) any defense (other than the defense of payment in full of the
      Indebtedness) or setoff, counterclaim, recoupment or termination
      whatsoever by reason of the invalidity, illegality, nongenuineness,
      irregularity, compromise, unenforceability of, or any other event or
      occurrence affecting, any Indebtedness with respect to any Borrower, as
      the case may be;

            


    

     

    
      
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              (v)

            	
              any
      addition, exchange, release, surrender or nonperfection of any collateral,
      or any amendment to or waiver or release or addition of, or consent to
      departure from, any guaranty, held by any Lender or any holder of the
      Notes securing any of the Indebtedness;
or

            


    

     

    
      	
               
      

            	
              (vi)

            	
              any
      other circumstance which might otherwise constitute a defense (other than
      the defense of payment in full of the Indebtedness) available to, or a
      legal or equitable discharge of, any Borrower, as the case may be, any
      surety or any guarantor.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      of the Borrowers agrees that its joint and several liability hereunder
      shall continue to be effective or be reinstated, as the case may be, if at
      any time any payment (in whole or in part) of any of the Indebtedness is
      rescinded or must be restored by any Lender or any holder of any Note,
      upon the insolvency, bankruptcy or reorganization of any Borrower, as the
      case may be, as though such payment had not been
  made;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      of the Borrowers hereby expressly waives: (i) notice of the Lenders’
      acceptance of this Agreement; (ii) notice of the existence or creation or
      non payment of all or any of the Indebtedness other than notices expressly
      provided for in this Agreement; (iii) presentment, demand, notice of
      dishonor, protest, and all other notices whatsoever other than notices
      expressly provided for in this Agreement; (iv) any claim or defense based
      on an election of remedies; and (v) all diligence in collection or
      protection of or realization upon the Indebtedness or any part thereof,
      any obligation hereunder, or any security for or guaranty of any of the
      foregoing.

            


    

     

    
      	
               
      

            	
              (d)

            	
              No
      delay on any of the Lenders part in the exercise of any right or remedy
      shall operate as a waiver thereof, and no single or partial exercise by
      any of the Lenders of any right or remedy shall preclude other or further
      exercise thereof or the exercise of any other right or remedy. No action
      of any of the Lenders permitted hereunder shall in any way affect or
      impair any such Lenders’ rights or any Borrower’s Indebtedness under this
      Agreement.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Each
      of the Borrowers hereby represents and warrants to each of the Lenders
      that it now has and will continue to have independent means of obtaining
      information concerning the Borrowers’ affairs, financial condition and
      business. Lenders shall not have any duty or responsibility to provide any
      Borrower with any credit or other information concerning such Borrower’s
      affairs, financial condition or business which may come into the Lenders’
      possession.

            


    

     

    
      
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              (f)

            	
              Each
      of the Borrowers represents and warrants (i) that the business operations
      of the Borrowers are interrelated and that the business operations of the
      Borrowers complement one another, and such entities have a common business
      purpose, and (ii) that, to permit their uninterrupted and continuous
      operations, such entities now require and will from time to time hereafter
      require funds and credit accommodations for general business purposes and
      that (iii) the proceeds of advances under the Revolving Credit, the Swing
      Line, and the other credit facilities extended hereunder will directly or
      indirectly benefit the Borrowers hereunder, severally and jointly,
      regardless of which Borrower receives part or all of the proceeds of such
      Advances.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Notwithstanding
      anything to the contrary contained herein, it is the intention of the
      Borrowers, Agent and the Lenders that the amount of the respective
      Borrowers’ obligations hereunder shall be in, but not in excess of, the
      maximum amount thereof not subject to avoidance or recovery by operation
      of applicable law governing bankruptcy, reorganization, arrangement,
      adjustment of debts, relief of debtors, dissolution, insolvency,
      fraudulent transfers or conveyances or other similar laws (collectively,
      “Applicable Insolvency Laws”). To that end, but only in the event and to
      the extent that the Borrowers’ respective obligations hereunder or any
      payment made pursuant thereto would, but for the operation of the
      foregoing proviso, be subject to avoidance or recovery under Applicable
      Insolvency Laws, the amount of the Borrowers’ respective obligations
      hereunder shall be limited to the largest amount which, after giving
      effect thereto, would not, under Applicable Insolvency Laws, render the
      Borrower’s respective obligations hereunder unenforceable or avoidable or
      subject to recovery under Applicable Insolvency Laws. To the extent any
      payment actually made hereunder exceeds the limitation contained in this
      Section 13.25(g), then the amount of such excess shall, from and after the
      time of payment by the Borrowers (or any of them), be reimbursed by the
      Lenders upon demand by such Borrowers. The foregoing proviso is intended
      solely to preserve the rights of the Agent and the Lenders hereunder
      against the Borrowers to the maximum extent permitted by Applicable
      Insolvency Laws and neither any Borrower nor any Guarantor nor any other
      Person shall have any right or claim under this Section 13.25(g) that
      would not otherwise be available under Applicable Insolvency
      Laws.

            


    

     

    [Signatures
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    WITNESS
the due execution hereof as of the day and year first above
written.

     

    


    COMERICA BANK,

    as
Administrative Agent

    


    


    By:                                                                

    


    Its:                                                                

     

    
      
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    STERLING CONSTRUCTION

    COMPANY, INC.

    


    


    By:                                                                

    


    Its:                                                                

    


    


    TEXAS
STERLING CONSTRUCTION CO.

    


    


    By:                                                                

    


    Its:                                                                

    


    


    OAKHURST
MANAGEMENT CORPORATION

    


    


    By:                                                                

    


    Its:                                                            

     

    
      
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    COMERICA BANK,

    as a
Lender, as Issuing Lender

    and as
Swing Line Lender

    


    


    By:                                                                

    


    Its:                                                                

     

    
      
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        EXHIBIT
A

         

        FORM OF REQUEST FOR
REVOLVING CREDIT ADVANCE

         

        


        No.________________ Dated:  ____________,
2007

         

        TO:           Comerica
Bank (“Agent”)

         

        
          	
                  RE:

                	
                  Credit
      Agreement made as of October 31, 2007, (as amended, restated or otherwise
      modified from time to time, the “Credit Agreement”) by and among the
      financial institutions from time to time signatory thereto (individually a
      “Lender,” and any and all such financial institutions collectively the
      “Lenders”), Comerica Bank as Administrative Agent for the Lenders (in such
      capacity, the “Agent”), Arranger, Syndication Agent and Documentation
      Agent, Sterling Construction Company, Inc. (“Sterling”) and certain
      Subsidiaries of Sterling (together with Sterling, the “Borrowers” and each
      of them a “Borrower”).

                


        

         

        Pursuant
to the terms and conditions of the Credit Agreement, Borrowers hereby request an
Advance from the Lenders, as described herein:

         

        
          	
                  (A)

                	
                  Date
      of Advance:
_____________________________

                


        

         

        
          	
                  (B)

                	
                  0 (check
      if applicable)

                


        

         

        
          	
                   
      

                	
                  This
      Advance is or includes a whole or partial refunding/conversion
      of:

                


        

         

        
          	
                  Advance
      No(s).

                	 


        

         

        
          	
                  (C)

                	
                  Type
      of Advance (check only one):

                


        

         

        
          	
                   
      

                	
                  0
      Prime-based Advance

                


        

         

        
          	
                   
      

                	
                  0
      Eurodollar-based Advance

                


        

         

        
          	
                  (D)

                	
                  Amount
      of Advance:

                


        

         

        
          	
                   
      

                	
                  $_____________________________

                


        

         

        
          	
                  (E)

                	
                  Interest
      Period (applicable to Eurodollar-based
Advances)

                


        

         

        
          	
                   
      

                	
                  ________
      months (insert 1,2,3 or 6)

                


        

         

        
          	
                  (F)

                	
                  Disbursement
      Instructions

                


        

         

        
          	
                  0  Comerica
      Bank Account No.

                	 


        

         

        
          	
                  0  Other:

                	 


        

         

        
          	
                   
      

                	 


        

         

        Borrowers
certify to the matters specified in Section 2.3(f) of the Credit
Agreement.

         

        Capitalized
terms used herein, except as defined to the contrary, have the meanings given
them in the Credit Agreement.

         

        The
undersigned by execution of this document agrees that any copy of this document
signed by it and transmitted by facsimile or email, or any other method for
delivery shall be admissible in evidence as the original itself in any judicial
or administrative proceeding, whether or not the original is in
existence.

         

        STERLING
CONSTRUCTION COMPANY,

         

        INC., as Borrower
Representative

         

        


         

        


         

        By:

         

        Its:      

         

        


        Agent
Approval:                                                                

         

        
          
             


          

          
            108

            
              

            

          

          
             


          

        


        EXHIBIT
B

         

        


         

        FORM OF REVOLVING CREDIT
NOTE

         

        $                       ______________,2007

        


        On or
before the Revolving Credit Maturity Date, FOR VALUE RECEIVED, Sterling
Construction Company, Inc. (“Sterling”), Texas Sterling Construction Co.
(“TSC”), Oakhurst Management Corporation (“OMC”), Road and Highway Builders, LLC
(“RHBL”) and Road and Highway Builders Inc. (“RHBI”) (together the “Borrowers”
and each of them a “Borrower”) jointly and severally promise to pay to the order
of [insert name of applicable financial institution] (“Payee”) at Detroit,
Michigan, care of the Agent, in lawful money of the United States of America, so
much of the sum of ____________ Million Dollars ($ ,000,000), as may from time
to time have been advanced by Payee and then be outstanding hereunder pursuant
to the Credit Agreement dated as of October 31, 2007, by and among the financial
institutions from time to time signatory thereto (individually a “Lender,” and
any and all such financial institutions collectively the “Lenders”), Comerica
Bank as Administrative Agent for the Lenders (in such capacity, the “Agent”),
Arranger, Syndication Agent and Documentation Agent, and Borrowers, as amended,
restated or otherwise modified from time to time (the “Credit
Agreement”).  Each of the Revolving Credit Advances made hereunder
shall bear interest at the Applicable Interest Rate from time to time applicable
thereto under the Credit Agreement or as otherwise determined thereunder, and
interest shall be computed, assessed and payable on the unpaid principal amount
of each Revolving Credit Advance made by the Payee from the date of such
Revolving Credit Advance until paid at the rate and at the times set forth in
the Credit Agreement.

         

        This Note
is a Revolving Credit Note under which Revolving Credit Advances (including
refundings and conversions), repayments and readvances may be made from time to
time, but only in accordance with the terms and conditions of the Credit
Agreement.  This Note evidences borrowings under, is subject to, is
secured in accordance with, and may be accelerated or matured under, the terms
of the Credit Agreement, to which reference is hereby made. Capitalized terms
used herein, except as defined to the contrary, shall have the meanings given
them in the Credit Agreement.

         

        This Note
shall be interpreted and the rights of the parties hereunder shall be determined
under the laws of, and enforceable in, the State of Texas.

         

        Borrowers
hereby waive, to the extent permitted by applicable law, presentment for
payment, demand, protest and notice of dishonor and nonpayment of this Note and
agree that no obligation hereunder shall be discharged by reason of any
extension, indulgence, release, or forbearance granted by any holder of this
Note to any party now or hereafter liable hereon or any present or subsequent
owner of any property, real or personal, which is now or hereafter security for
this Note.

         

        Nothing
herein shall limit any right granted Payee by any other instrument or by
law.

         

        
          
             


          

          
            109

            
              

            

          

          
             


          

        


        STERLING
CONSTRUCTION COMPANY, INC.

         

        By:                                                                           

         

        


         

        Its:      

         

        TEXAS
STERLING CONSTRUCTION CO.

         

        By:                                                                           

         

        


         

        Its:      

         

        OAKHURST
MANAGEMENT CORPORATION

         

        By:                                                                           

         

        


         

        Its:      

         

        ROAD
AND HIGHWAY BUILDERS, LLC

         

        By:                                                                           

         

        


         

        Its:      

         

        ROAD
AND HIGHWAY BUILDERS INC.

         

        By:                                                                           

         

        


         

        Its:      

         

        
          
             


          

          
            110

            
              

            

          

          
             


          

        


        EXHIBIT
C

         

        FORM OF SWING LINE
NOTE

         

        $7,500,000 __________,
2007

        


        On or
before the Revolving Credit Maturity Date, FOR VALUE RECEIVED, Sterling
Construction Company, Inc. (“Sterling”), Texas Sterling Construction Co.
(“TSC”), Oakhurst Management Corporation (“OMC”), Road and Highway Builders, LLC
(“RHBL”) and Road and Highway Builders Inc. (“RHBI”) (together the “Borrowers”
and each of them a “Borrower”), jointly and severally promise to pay to the
order of Comerica Bank (“Swing Line Lender”) at Detroit, Michigan in lawful
money of the United States of America, so much of the sum of Seven Million Five
Hundred Thousand Dollars ($7,500,000), as may from time to time have been
advanced to the Borrowers by the Swing Line Lender and then be outstanding
hereunder pursuant to the Credit Agreement dated as of October 31, 2007, by and
among the financial institutions from time to time signatory thereto
(individually a “Lender,” and any and all such financial institutions
collectively the “Lenders”), Comerica Bank as Administrative Agent for the
Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and
Documentation Agent, and Borrowers, as amended, restated or otherwise modified
from time to time (the “Credit Agreement”), together with interest thereon as
hereinafter set forth.

         

        Each of
the Swing Line Advances made hereunder shall bear interest at the Applicable
Interest Rate from time to time applicable thereto under the Credit Agreement or
as otherwise determined thereunder, and interest shall be computed, assessed and
payable on the unpaid principal amount of each Swing Line Advance made by the
Swing Line Lender from the date of such Swing Line Advance until paid at the
rates and at the times set forth in the Credit Agreement.

         

        This Note
is a Swing Line Note under which Swing Line Advances (including refundings and
conversions), repayments and readvances may be made from time to time by the
Swing Line Lender, but only in accordance with the terms and conditions of the
Credit Agreement (including any applicable sublimits). This Note evidences
borrowings under, is subject to, is secured in accordance with, and may be
accelerated or matured under, the terms of the Credit Agreement to which
reference is hereby made.  Capitalized terms used herein, except as
defined to the contrary, shall have the meanings given them in the Credit
Agreement.

         

        This Note
shall be interpreted and the rights of the parties hereunder shall be determined
under the laws of, and enforceable in, the State of Texas.

         

        Borrowers
hereby waive, to the extent permitted by applicable law, presentment for
payment, demand, protest and notice of dishonor and nonpayment of this Note and
agree that no obligation hereunder shall be discharged by reason of any
extension, indulgence, release, or forbearance granted by any holder of this
Note to any party now or hereafter liable hereon or any present or subsequent
owner of any property, real or personal, which is now or hereafter security for
this Note.

         

        Nothing
herein shall limit any right granted Swing Line Lender by any other instrument
or by law.

         

        STERLING
CONSTRUCTION COMPANY, INC.

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        TEXAS
STERLING CONSTRUCTION CO.

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:                                                                           

         

        OAKHURST
MANAGEMENT CORPORATION

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        ROAD
AND HIGHWAY BUILDERS, LLC

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        ROAD
AND HIGHWAY BUILDERS INC.

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        
          
             


          

          
            111

            
              

            

          

          
             


          

        


        EXHIBIT
D

         

        


         

        FORM OF REQUEST FOR SWING
LINE ADVANCE

         

        No.
______________ Dated: ___________, 2007

        


        TO:           Comerica
Bank (“Swing Line Lender”)

         

        
          	
                  RE:

                	
                  Credit
      Agreement made as of October 31, 2007, (as amended, restated or otherwise
      modified from time to time, the “Credit Agreement”) by and among the
      financial institutions from time to time signatory thereto (individually a
      “Lender,” and any and all such financial institutions collectively the
      “Lenders”), Comerica Bank as Administrative Agent for the Lenders (in such
      capacity, the “Agent”), Arranger, Syndication Agent and Documentation
      Agent, Sterling Construction Company, Inc. (“Sterling”) and certain
      Subsidiaries of Sterling (together with Sterling, the “Borrowers” and each
      of them a “Borrower”).

                


        

         

        Pursuant
to the terms and conditions of the Credit Agreement, Borrowers hereby request an
Advance from the Swing Line Lender, as described herein:

         

        (A)           Date
of Advance: _____________________________

         

        (B)           0 (check if
applicable)

         

        This Advance is or includes a whole or
partial refunding/conversion of:

         

        Advance No(s).
__________________________________

         

        (C)           Type
of Advance (check only one):--

         

        0  Prime-based
Advance

         

        0  Quoted
Rate Advance

         

        (D)           Amount
of Advance:

         

        $_______________________________

         

        (E)           Interest
Period (applicable to Quoted Rate Advances)

         

         months

         

        (F)           Disbursement
Instructions

         

        0 Comerica Bank
Account
No.                                                                                     

         

        0
Other:                                                                                     

         

        


         

        Borrowers
certify to the matters specified in Section 2.5(c)(vi) of the Credit
Agreement.

         

        Capitalized
terms used herein, except as defined to the contrary, have the meanings given
them in the Credit Agreement.

         

        The
undersigned by execution of this document agrees that any copy of this document
signed by it and transmitted by facsimile or email, or any other method for
delivery shall be admissible in evidence as the original itself in any judicial
or administrative proceeding, whether or not the original is in
existence.

         

        STERLING
CONSTRUCTION COMPANY,

         

        INC., as Borrower
Representative

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        
          
             


          

          
            112

            
              

            

          

          
             


          

        


        EXHIBIT
E

         

        


         

        FORM OF NOTICE OF ISSUANCE
OF LETTER OF CREDIT

         

        TO:           Revolving
Credit Lenders

        


        
          	
                  RE:

                	
                  Issuance
      of Letter of Credit pursuant to Article 3 of the Credit Agreement made as
      of October 31, 2007, (as amended, restated or otherwise modified from time
      to time, the “Credit Agreement”) by and among the financial institutions
      from time to time signatory thereto (individually a “Lender,” and any and
      all such financial institutions collectively the “Lenders”), Comerica Bank
      as Administrative Agent for the Lenders (in such capacity, the “Agent”),
      Arranger, Syndication Agent and Documentation Agent, Sterling Construction
      Company, Inc. (“Sterling”) and certain Subsidiaries of Sterling (together
      with Sterling, the “Borrowers” and each of them a
    “Borrower”).

                


        

         

        On
________________, 2007,1
the Agent, in accordance with Article 3 of the Credit Agreement, issued its
Letter of Credit number ______________, in favor of __________ ____________2
for the account of ________________________________.3  The
face amount of such Letter of Credit is __________.  The amount of
each Revolving Credit Lender’s participation in such Letter of Credit is as
follows:4

         

        [Lender]                                           $                                

        [Lender]                                           $                                

        [Lender]                                           $                                

        [Lender]                                           $                                

        


        This
notification is delivered this _____ day of _____________, 2007, pursuant to
Section 3.3 of the Credit Agreement.  Except as otherwise defined,
capitalized terms used herein have the meanings given them in the Credit
Agreement.

         

        * *
*

        


        [SIGNATURES
FOLLOW ON SUCCEEDING PAGE]

        


        

          

        

         

          
            	
                     
      

                  	
                    1
      Date of Issuance

                  


          

           

        

         

          
            	
                     
      

                  	
                    2
      Beneficiary

                  


          

           

        

         

          
            	
                     
      

                  	
                    3
      Name of applicable Borrower

                  


          

           

        

         

          
            	
                     
      

                  	
                    4
      Amounts based on Percentages

                  


          

           

          [This
form of Letter of Credit Notice (including footnotes) is subject in all respects
to the terms and conditions of the Credit Agreement which shall govern in the
event of any inconsistencies or omissions.]

          

            
              
                 


              

              
                113

                
                  

                

              

              
                 


              

            



        

        Signed:

         

        


         

        COMERICA BANK, as
Agent

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        
          
             


          

          
            114

            
              

            

          

          
             


          

        


        EXHIBIT
F

         

        


         

        FORM OF SECURITY
AGREEMENT

         

        


         

        (see
attached)

         

        
          
             


          

          
            115

            
              

            

          

          
             


          

        


        SECURITY
AGREEMENT

         

        THIS SECURITY AGREEMENT (the
“Agreement”)
dated as of October 31, 2007, is entered into by and among the Borrowers (as
defined below) and such other entities which from time to time become parties
hereto (collectively, the “Debtors”
and each individually a “Debtor”)
and Comerica Bank (“Comerica”),
as Administrative Agent for and on behalf of the Lenders (as defined below) (in
such capacity, the “Agent”).  The
addresses for the Debtors and the Agent, as of the date hereof, are set forth on
the signature pages attached hereto.

         

        R E C I T A L
S:

         

        A.  Sterling
Construction Company, Inc., Texas Sterling Construction Co., and Oakhurst
Management Corporation (collectively, the “Borrowers”
and each a “Borrower”)
have entered into that certain Credit Agreement dated as of October 31, 2007 (as
amended, supplemented, amended and restated or otherwise modified from time to
time the “Credit
Agreement”) with each of the financial institutions party thereto
(collectively, including their respective successors and permitted assigns, the
“Lenders”)
and the Agent pursuant to which the Lenders have agreed, subject to the
satisfaction of certain terms and conditions, to extend or to continue to extend
financial accommodations to the Borrowers, as provided therein. Upon
consummation of the Acquisition (as defined in the Credit Agreement), Road and
Highway Builders, LLC and Road and Highway Builders Inc. (collectively, the
“Target”)
shall, by execution and delivery of that certain Joinder Agreement dated as of
the date hereof, join into the Credit Agreement as a Borrower thereunder, and
join into this Agreement as a Debtor hereunder.

         

        B.  Pursuant
to the Credit Agreement, the Lenders have required that each of the Debtors
grant (or cause to be granted) certain Liens to the Agent, for the benefit of
the Lenders, all to secure the obligations of the Borrowers or any Debtor under
the Credit Agreement or any related Loan Document (including any
Guaranty).

         

        C.  The
Debtors have directly and indirectly benefited and will directly and indirectly
benefit from the transactions evidenced by and contemplated in the Credit
Agreement and the other Loan Documents.

         

        D.  The
Agent is acting as Agent for the Lenders pursuant to the terms and conditions of
Section 12 of the Credit Agreement.

         

        NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration, the adequacy,
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         

        
          
             

          

          
            116

            
              

            

          

          
             

          

        

         

        ARTICLE
1

         

        Definitions

         

        Section 1.1  Definitions.  As
used in this Agreement, capitalized terms not otherwise defined herein have the
meanings provided for such terms in the Credit Agreement.  References
to “Sections,” “subsections,” “Exhibits” and “Schedules” shall be to Sections,
subsections, Exhibits and Schedules, respectively, of this Agreement unless
otherwise specifically provided. All references to statutes and regulations
shall include any amendments of the same and any successor statutes and
regulations.  References to particular sections of the UCC should be
read to refer also to parallel sections of the Uniform Commercial Code as
enacted in each state or other jurisdiction which may be applicable to the grant
and perfection of the Liens held by the Agent for the benefit of the Lenders
pursuant to this Agreement.

         

        The
following terms have the meanings indicated below, all such definitions to be
equally applicable to the singular and plural forms of the terms
defined:

         

        “Chattel
Paper” means any “chattel paper,” as such term is defined in Article or
Chapter 9 of the UCC, now owned or hereafter acquired by a Debtor, and shall
include both electronic Chattel Paper and tangible Chattel Paper.

         

        “Collateral”
has the meaning specified in Section
2.1 of this Agreement.

         

        “Computer
Records” means any computer records now owned or hereafter acquired by
any Debtor.

         

        “Copyright
Collateral” shall mean all Copyrights and Copyright Licenses of the
Debtors.

         

        “Copyright
Licenses” shall mean all license agreements with any other Person in
connection with any of the Copyrights or such other Person’s copyrights, whether
a Debtor is a licensor or a licensee under any such license agreement,
including, without limitation, the license agreements listed on Schedule
1.1 hereto
and made a part hereof, subject, in each case, to the terms of such license
agreements and the right to prepare for sale, sell and advertise for sale, all
inventory now or hereafter covered by such licenses.

         

        “Copyrights”
shall mean all copyrights and mask works, whether or not registered, and all
applications for registration of all copyrights and mask works, including, but
not limited to all copyrights and mask works, and all applications for
registration of all copyrights and mask works identified on Schedule
1.1 attached hereto and
made a part hereof, and including without limitation (a) the right to sue or
otherwise recover for any and all past, present and future infringements and
misappropriations thereof; (b) all income, royalties, damages and other payments
now and hereafter due and/or payable with respect thereto (including, without
limitation, payments under all Copyright Licenses entered into in connection
therewith, and damages and payments for past or future infringements thereof);
and (c) all rights corresponding thereto and all modifications, adaptations,
translations, enhancements and derivative works, renewals thereof, and all other
rights of any kind whatsoever of a Debtor accruing thereunder or pertaining
thereto.

         

        “Deposit
Account” shall mean a demand, time, savings, passbook, or similar account
maintained with a bank.  The term does not include investment
property, investment accounts or accounts evidenced by an
instrument.

         

        “Document”
means any “document,” as such term is defined in Article or Chapter 9 of the
UCC, now owned or hereafter acquired by any Debtor, including, without
limitation, all documents of title and all receipts covering, evidencing or
representing goods now owned or hereafter acquired by a Debtor.

         

        “Equipment”
means any “equipment,” as such term is defined in Article or Chapter 9 of the
UCC, now owned or hereafter acquired by a Debtor and, in any event, shall
include, without limitation, all machinery, manufacturing equipment, office
furniture, trade fixtures, tractors, trailers, rolling stock, vessels, aircraft
and Vehicles now owned or hereafter acquired by such Debtor and any and all
additions, substitutions and replacements of any of the foregoing, wherever
located, together with all attachments, components, parts, equipment and
accessories installed thereon or affixed thereto.

         

        “General
Intangibles” means any “general intangibles,” as such term is defined in
Article or Chapter 9 of the UCC, now owned or hereafter acquired by a Debtor
and, in any event, shall include, without limitation, each of the following,
whether now owned or hereafter acquired by such Debtor:  (a) all of
such Debtor’s Intellectual Property Collateral; (b) all of such Debtor’s books,
records, data, plans, manuals, computer software, computer tapes, computer
disks, computer programs, source codes, object codes and all rights of such
Debtor to retrieve data and other information from third parties; (c) all of
such Debtor’s contract rights, commercial tort claims, partnership interests,
membership interests, joint venture interests, securities, deposit accounts,
investment accounts and certificates of deposit; (d) all rights of such Debtor
to payment under chattel paper, documents, instruments and similar agreements;
(e) letters of credit, letters of credit rights supporting obligations and
rights to payment for money or funds advanced or sold of such Debtor; (f) all
tax refunds and tax refund claims of such Debtor; (g) all choses in action and
causes of action of such Debtor (whether arising in contract, tort or otherwise
and whether or not currently in litigation) and all judgments in favor of such
Debtor; (h) all rights and claims of such Debtor under warranties and
indemnities, (i) all health care receivables; and (j) all rights of such Debtor
under any insurance, surety or similar contract or arrangement.

         

        
          
             

          

          
            117

            
              

            

          

          
             

          

        

         

        “Governmental
Authority” shall mean any nation or government, any state, province or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

         

        “Instrument”
shall mean any “instrument,” as such term is defined in Article or Chapter 9 of
the UCC, now owned or hereafter acquired by any Debtor, and, in any event, shall
include all promissory notes (including without limitation, any Intercompany
Notes held by such Debtor), drafts, bills of exchange and trade acceptances,
whether now owned or hereafter acquired.

         

        “Intellectual
Property Collateral” shall mean Patents, Patent Licenses, Copyrights,
Copyright Licenses, Trademarks, Trademark Licenses, trade secrets,
registrations, goodwill, franchises, permits, proprietary information, customer
lists, designs, inventions and all other intellectual property and proprietary
rights, including without limitation those described on Schedule
1.1 attached hereto and
incorporated herein by reference.

         

        “Inventory”
means any “inventory,” as such term is defined in Article or Chapter 9 of the
UCC, now owned or hereafter acquired by a Debtor, and, in any event, shall
include, without limitation, each of the following, whether now owned or
hereafter acquired by such Debtor: (a) all goods and other Personal
property of such Debtor that are held for sale or lease or to be furnished under
any contract of service; (b) all raw materials, work-in-process, finished goods,
supplies and materials of such Debtor; (c) all wrapping, packaging, advertising
and shipping materials of such Debtor; (d) all goods that have been returned to,
repossessed by or stopped in transit by such Debtor; (e) rental equipment
inventory and (f) all Documents evidencing any of the foregoing.

         

        “Investment
Property” means any “investment property” as such term is defined in
Article or Chapter 9 of the UCC, now owned or hereafter acquired by a Debtor,
and in any event, shall include without limitation all shares of stock and other
equity, partnership or membership interests constituting securities, of the
Domestic Subsidiaries of such Debtor from time to time owned or acquired by such
Debtor in any manner (including, without limitation, the Pledged Shares), and
the certificates and all dividends, cash, instruments, rights and other property
from time to time received, receivable or otherwise distributed or distributable
in respect of or in exchange for any or all of such shares, but excluding any
shares of stock or other equity, partnership or membership interests in any
Foreign Subsidiaries of such Debtor.

         

        “Patent
Collateral” shall mean all Patents and Patent Licenses of the
Debtors.

         

        “Patent
Licenses” shall mean all license agreements with any other Person in
connection with any of the Patents or such other Person’s patents, whether a
Debtor is a licensor or a licensee under any such license agreement, including,
without limitation, the license agreements listed on Schedule
1.1 hereto
and made a part hereof, subject, in each case, to the terms of such license
agreements and the right to prepare for sale, sell and advertise for sale, all
inventory now or hereafter covered by such licenses.

         

        “Patents”
shall mean all letters patent, patent applications and patentable inventions,
including, without limitation, all patents and patent applications identified on
Schedule
1.1 attached hereto and
made a part hereof, and including without limitation, (a) all inventions and
improvements described and claimed therein, and patentable inventions, (b) the
right to sue or otherwise recover for any and all past, present and future
infringements and misappropriations thereof, (c) all income, royalties, damages
and other payments now and hereafter due and/or payable with respect thereto
(including, without limitation, payments under all Patent Licenses entered into
in connection therewith, and damages and payments for past or future
infringements thereof), and (d) all rights corresponding thereto and all
reissues, divisions, continuations, continuations-in-part, substitutes,
renewals, and extensions thereof, all improvements thereon, and all other rights
of any kind whatsoever of a Debtor accruing thereunder or pertaining
thereto.

         

        “Permitted
Liens” means any Liens permitted under the terms of the Credit
Agreement.

         

        “Pledged
Shares” means the shares of capital stock or other equity, partnership or
membership interests described on Schedule
1.2 attached hereto and
incorporated herein by reference, and all other shares of capital stock or other
equity, partnership or membership interests (other than in an entity which is a
Foreign Subsidiary) acquired by any Debtor after the date hereof.

         

        “Proceeds”
means any “proceeds,” as such term is defined in Article or Chapter 9 of the UCC
and, in any event, shall include, but not be limited to, (a) any and all
proceeds of any insurance, indemnity, warranty or guaranty payable to a Debtor
from time to time with respect to any of the Collateral, (b) any and all
payments (in any form whatsoever) made or due and payable to a Debtor from time
to time in connection with any requisition, confiscation, condemnation, seizure
or forfeiture of all or any part of the Collateral by any Governmental Authority
(or any Person acting, or purporting to act, for or on behalf of any
Governmental Authority), and (c) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.

         

        “Records”
are defined in Section
3.2 of this Agreement.

         

        
          
             

          

          
            118

            
              

            

          

          
             

          

        

         

        “Software”
means all (i) computer programs and supporting information provided in
connection with a transaction relating to the program, and (ii) computer
programs embedded in goods and any supporting information provided in connection
with a transaction relating to the program whether or not the program is
associated with the goods in such a manner that it customarily is considered
part of the goods, and whether or not, by becoming the owner of the goods, a
Person acquires a right to use the program in connection with the goods, and
whether or not the program is embedded in goods that consist solely of the
medium in which the program is embedded.

         

        “Trademark
Collateral” shall mean all Trademarks and Trademark Licenses of the
Debtors.

         

        “Trademark
Licenses” shall mean all license agreements with any other Person in
connection with any of the Trademarks or such other Person’s names or
trademarks, whether a Debtor is a licensor or a licensee under any such license
agreement, including, without limitation, the license agreements listed on Schedule
1.1 hereto
and made a part hereof, subject, in each case, to the terms of such license
agreements, and the right to prepare for sale, and to sell and advertise for
sale, all inventory now or hereafter covered by such licenses.

         

        “Trademarks”
shall mean all trademarks, service marks, trade names, trade dress or other
indicia of trade origin, trademark and service mark registrations, and
applications for trademark or service mark registrations (except for “intent to
use” applications for trademark or service mark registrations filed pursuant to
Section 1(b) of the Lanham Act, unless and until an Amendment to Allege Use or a
Statement of Use under Sections 1(c) and 1(d) of said Act has been filed), and
any renewals thereof, including, without limitation, each registration and
application identified on Schedule
1.1 attached hereto and
made a part hereof, and including without limitation (a) the right to sue or
otherwise recover for any and all past, present and future infringements and
misappropriations thereof, (b) all income, royalties, damages and other payments
now and hereafter due and/or payable with respect thereto (including, without
limitation, payments under all Trademark Licenses entered into in connection
therewith, and damages and payments for past or future infringements thereof and
(c) all rights corresponding thereto and all other rights of any kind whatsoever
of a Debtor accruing thereunder or pertaining thereto, together in each case
with the goodwill of the business connected with the use of, and symbolized by,
each such trademark, service mark, trade name, trade dress or other indicia of
trade origin.

         

        “UCC”
means the Uniform Commercial Code as in effect in the State of Michigan; provided, that if, by
applicable law, the perfection or effect of perfection or non-perfection of the
security interest created hereunder in any Collateral is governed by the Uniform
Commercial Code as in effect on or after the date hereof in any other
jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such perfection
or the effect of perfection or non-perfection.

         

        “Vehicles”
means all cars, trucks, trailers, construction and earth moving equipment and
other vehicles covered by a certificate of title law of any state and all tires
and other appurtenances to any of the foregoing.

         

        ARTICLE
2

         

        Security
Interest

         

        Section 2.1  Grant of
Security Interest.  As collateral security for the prompt
payment and performance in full when due of the Indebtedness (whether at stated
maturity, by acceleration or otherwise), each Debtor hereby pledges,
collaterally assigns, transfers and conveys to the Agent as collateral, and
grants the Agent a continuing Lien on and security interest in, all of such
Debtor’s right, title and interest in and to the following, whether now owned or
hereafter arising or acquired and wherever located (collectively, the “Collateral”):

         

        (a)           all
Chattel Paper;

         

        (b)           all
General Intangibles;

         

        (c)           all
Equipment;

         

        (d)           all
Inventory;

         

        (e)           all
Documents;

         

        (f)           all
Instruments;

         

        
          	
                   
      

                	
                  (g)

                	
                  all
      Deposit Accounts and any other cash collateral, deposit or investment
      accounts including all cash collateral, deposit or investment accounts
      established or maintained pursuant to the terms of this Agreement or the
      other Loan Documents and all interest, cash and proceeds
      thereof;

                


        

         

        
          	
                   
      

                	
                  (h)

                	
                  all
      Computer Records and Software, whether relating to the foregoing
      Collateral or otherwise, but in the case of such Software, subject to the
      rights of any nonaffiliated licensee of
  software;

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  all
      Investment Property; and

                


        

         

        
          	
                   
      

                	
                  (j)

                	
                  the
      Proceeds, in cash or otherwise (including insurance proceeds), of any of
      the property described in the foregoing clauses (a) through (i), and all
      Liens, security, rights, remedies and claims of such Debtor with respect
      thereto (provided that the grant of a security interest in Proceeds set
      forth is in this subsection (j) shall not be deemed to give the applicable
      Debtor any right to dispose of any of the Collateral, except as may
      otherwise be permitted pursuant to the terms of the Credit
      Agreement).

                


        

         

        
          
             

          

          
            119

            
              

            

          

          
             

          

        

         

        Section 2.2  Debtors
Remain Liable.  Notwithstanding anything to the contrary
contained herein, (a) the Debtors shall remain liable under the contracts,
agreements, documents and instruments included in the Collateral to the extent
set forth therein to perform all of its duties and obligations thereunder to the
same extent as if this Agreement had not been executed, (b) the exercise by the
Agent or any Lender of any of their respective rights or remedies hereunder
shall not release the Debtors from any of their duties or obligations under the
contracts, agreements, documents and instruments included in the Collateral, and
(c) neither the Agent nor any of the Lenders shall have any indebtedness,
liability or obligation (by assumption or otherwise) under any of the contracts,
agreements, documents and instruments included in the Collateral by reason of
this Agreement, and none of them shall be obligated to perform any of the
obligations or duties of the Debtors thereunder or to take any action to collect
or enforce any claim for payment assigned hereunder.

         

        ARTICLE
3

         

        Representations and
Warranties

         

        To induce
the Agent to enter into this Agreement and the Agent and the Lenders to enter
into the Credit Agreement, each Debtor represents and warrants to the Agent and
to each Lender as of the Effective Date and while the Credit Agreement remains
in effect:

         

        Section 3.1  Title.  Such
Debtor is, and with respect to the Collateral acquired after the date hereof
such Debtor will be, the legal and beneficial owner of or otherwise has the
rights it purports to have in the Collateral free and clear of any Lien or other
encumbrance, except for the Permitted Liens, provided that, other than the Lien
established under this Agreement, no Lien on any Pledged Shares shall constitute
a Permitted Lien.

         

        Section 3.2  Change in
Form or Jurisdiction; Successor by Merger; Location of Books and
Records.  As of the date hereof, each Debtor (a) is duly
organized and validly existing as a corporation or limited liability company (or
other business organization) under the laws of its jurisdiction of organization;
(b) is formed in the jurisdiction of organization and has the registration
number and tax identification number set forth on Schedule
3.2 attached hereto; (c)
has not changed its respective corporate form or its jurisdiction of
organization at any time during the five years immediately prior to the date
hereof, except as set forth on such Schedule
3.2; (d)
except as set forth on such Schedule
3.2 attached hereto, no
Debtor has, at any time during the five years immediately prior to the date
hereof, become the successor by merger, consolidation, acquisition, change in
form, nature or jurisdiction of organization or otherwise of any other Person,
and (e) keeps true and accurate books and records regarding the Collateral (the
“Records”)
in the office indicated on such Schedule
3.2

         

        Section 3.3  Representations
and Warranties Regarding Certain Types of Collateral.

         

        
          	
                   
      

                	
                  (a)

                	
                  Intentionally
      Omitted.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Account
      Information.  As of the date hereof, all Deposit
      Accounts, cash collateral accounts or investment accounts of each Debtor
      (except for those Deposit Accounts located with the Agent) are located at
      the banks specified on Schedule
      3.3(b) attached hereto
      which Schedule sets forth the true and correct name of each bank where
      such accounts are located, such bank’s address, the type of account and
      the account number.

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  Documents.  As
      of the date hereof, except as set forth on Schedule
      3.3(c), none of the
      material Inventory or Equipment of such Debtor (other than trailers,
      rolling stock, vessels, aircraft and Vehicles) is evidenced by a Document
      (including, without limitation, a negotiable document of
      title).

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  Intellectual
      Property.  Set forth on Schedule
      1.1 (as the same may
      be amended from time to time) is a true and correct list of the registered
      Patents, Patent Licenses, registered Trademarks, Trademark Licenses,
      registered Copyrights and Copyright Licenses owned by the Debtors
      (including, in the case of the Patents, Trademarks and Copyrights, the
      applicable name, date of registration (or of application if registration
      not completed) and application or registration number), excluding any
      Patent Licenses, Trademark Licenses or Copyright Licenses relating to
      shrink-wrapped software and similar
items.

                


        

         

        
          	
                   
      

                	
                  Section
      3.4  Pledged
      Shares.

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  Duly
      Authorized and Validly Issued.  The Pledged Shares that
      are shares of a corporation have been duly authorized and validly issued
      and are fully paid and nonassessable, and the Pledged Shares that are
      membership interests or partnership units (if any) have been validly
      granted, under the laws of the jurisdiction of organization of the issuers
      thereof, and, to the extent applicable, are fully paid and
      nonassessable.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Valid
      Title; No Liens; No Restrictions.  Each Debtor is the
      legal and beneficial owner of the Pledged Shares, free and clear of any
      Lien (other than the Liens created by this Agreement), and such Debtor has
      not sold, granted any option with respect to, assigned, transferred or
      otherwise disposed of any of its rights or interest in or to the Pledged
      Shares.  None of the Pledged Shares are subject to any
      contractual or other restrictions upon the pledge or other transfer of
      such Pledged Shares, other than those imposed by securities laws
      generally.  No issuer of Pledged Shares is party to any
      agreement granting “control” (as defined in Section 8-106 of the UCC) of
      such Debtor’s Pledged Shares to any third party. All such Pledged Shares
      are held by each Debtor directly and not through any securities
      intermediary.

                


        

         

        
          
             

          

          
            120

            
              

            

          

          
             

          

        

         

        
          	
                   
      

                	
                  (c)

                	
                  Description of Pledged Shares;
      Ownership.  The Pledged Shares constitute the percentage
      of the issued and outstanding shares of stock, partnership units or
      membership interests of the issuers thereof indicated on Schedule
      1.2 (as the same may
      be amended from time to time) and such Schedule contains a description of
      all shares of capital stock, membership interests and other equity
      interests of or in any Subsidiaries owned by such
  Debtor.

                


        

         

        
          	
                   
      

                	
                  Section
      3.5  Intellectual
      Property.

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  Filings
      and Recordation.  Except to the extent not reasonably
      expected to have a Material Adverse Effect, each Debtor has made all
      reasonably necessary filings and recordations to protect and maintain its
      interest in the Trademarks, Patents and Copyrights set forth on Schedule
      1.1 (as the same may
      be amended from time to time), including, without limitation, all
      necessary filings and recordings, and payments of all maintenance fees, in
      the United States Patent and Trademark Office and United States Copyright
      Office to the extent such Trademarks, Patents and Copyrights are material
      to such Debtor’s business.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Intellectual
      Property Collateral Valid.  Except to the extent not
      reasonably expected to have a Material Adverse Effect, (i) each Trademark
      of the Debtors set forth on Schedule
      1.1 (as the same may
      be amended from time to time) is subsisting and has not been adjudged
      invalid, unregisterable or unenforceable, in whole or in part, and, to the
      Debtors’ knowledge, is valid, registrable and enforceable, (ii) each
      Patent of the Debtors set forth on Schedule
      1.1 (as the same may
      be amended from time to time) is subsisting and has not been adjudged
      invalid, unpatentable or unenforceable, in whole or in part, and, to the
      Debtors’ knowledge, is valid, patentable and enforceable except as
      otherwise set forth on Schedule
      1.1 (as the same may
      be amended from time to time) and (iii) each Copyright of the Debtors set
      forth on Schedule
      1.1 (as the same may
      be amended from time to time) is subsisting and has not been adjudged
      invalid, uncopyrightable or unenforceable, in whole or in part, and, to
      the Debtors’ knowledge, is valid, copyrightable and
      enforceable.

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  Other
      Rights.  Except for the Trademark Licenses, Patent
      Licenses and Copyright Licenses listed on Schedule
      1.1 hereto under
      which a Debtor is a licensee, no Debtor has knowledge of the existence of
      any right or any claim (other than as provided by this Agreement) that is
      likely to be made under or against any item of Intellectual Property
      Collateral contained on Schedule
      1.1 to the extent
      such claim could reasonably be expected to have a Material Adverse
      Effect.

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  No
      Claims.  Except as set forth on Schedule
      1.1 or as otherwise
      disclosed to the Agent in writing, no material claim has been made and is
      continuing or, to any Debtor’s knowledge, threatened that the use by any
      Debtor of any material item of Intellectual Property Collateral is invalid
      or unenforceable or that the use by any Debtor of any Intellectual
      Property Collateral does or may violate the rights of any Person. To the
      Debtors’ knowledge, there is no infringement or unauthorized use of any
      item of Intellectual Property Collateral contained on Schedule
      1.1 or as otherwise
      disclosed to the Agent in writing.

                


        

         

        
          	
                   
      

                	
                  (e)

                	
                  No
      Consent.  Except as disclosed in writing to the Agent, no
      consent of any party (other than such Debtor) to any Patent License,
      Copyright License or Trademark License constituting Intellectual Property
      Collateral is required, or purports to be required, to be obtained by or
      on behalf of such Debtor in connection with the execution, delivery and
      performance of this Agreement that has not been obtained. Each Patent
      License, Copyright License and Trademark License constituting Intellectual
      Property Collateral is in full force and effect and constitutes a valid
      and legally enforceable obligation of the applicable Debtor and (to the
      knowledge of the Debtors) each other party thereto except as
      enforceability may be limited by bankruptcy, insolvency, reorganization,
      moratorium or similar laws affecting the enforcement of creditor’s rights
      generally and by general equitable principles (whether enforcement is
      sought by proceedings in equity or at
law).

                


        

         

        Section 3.6  Priority.  No
financing statement, security agreement or other Lien instrument covering all or
any part of the Collateral is on file in any public office with respect to any
outstanding obligation of such Debtor except (i) as may have been filed in favor
of the Agent pursuant to this Agreement and the other Loan Documents and (ii)
financing statements filed to perfect Permitted Liens (which shall not, in any
event, grant a Lien over the Pledged Shares).

         

        Section 3.7  Perfection.  Upon
(a) the filing of Uniform Commercial Code financing statements in the
jurisdictions listed on Schedule
3.7 attached hereto, and
(b) if any Intellectual Property Collateral is owned by any Debtor, the
recording of this Agreement in the United States Patent and Trademark Office and
the United States Copyright Office, the security interest in favor of the Agent
created herein will constitute a valid and perfected Lien upon and security
interest in the Collateral which may be created and perfected either under the
UCC by filing financing statements or by a filing with the United States Patent
and Trademark Office and the United States Copyright Office.

         

        
          
             

          

          
            121

            
              

            

          

          
             

          

        

         

        ARTICLE
4

         

        Covenants

         

        Each
Debtor covenants and agrees with the Agent, until termination of this Agreement
in accordance with the provisions of Section
7.12 hereof, as follows:

         

        Section 4.1  Covenants
Regarding Certain Kinds of Collateral.

         

        (a)           Promissory
Notes and Tangible Chattel Paper.  If Debtors, now or at any
time hereafter, collectively hold or acquire any promissory notes or tangible
Chattel Paper for which the principal amount thereof or the obligations
evidenced thereunder are, in the aggregate, in excess of $500,000, the
applicable Debtors shall promptly notify the Agent in writing thereof and
forthwith endorse, collaterally assign and deliver the same to the Agent,
accompanied by such instruments of transfer or assignment duly executed in blank
as the Agent may from time to time reasonably specify, and cause all such
Chattel Paper to bear a legend reasonably acceptable to the Agent indicating
that the Agent has a security interest in such Chattel Paper.

         

        (b)           Electronic
Chattel Paper and Transferable Records.  If Debtors, now or at
any time hereafter, collectively hold or acquire an interest in any electronic
Chattel Paper or any “transferable record,” as that term is defined in the
federal Electronic Signatures in Global and National Commerce Act, or in the
Uniform Electronic Transactions Act as in effect in any relevant jurisdiction,
worth, in the aggregate, in excess of $500,000, the applicable Debtors shall
promptly notify the Agent thereof and, at the reasonable request and option of
the Agent, shall take such action as the Agent may reasonably request to vest in
the Agent control, under Section 9-105 of the UCC, of such electronic chattel
paper or control under the federal Electronic Signatures in Global and National
Commerce Act, or the Uniform Electronic Transactions Act, as so in effect in
such jurisdiction, of such transferable record.

         

        (c)           Letter-of-Credit
Rights.  If Debtors, now or at any time hereafter, collectively
are or become beneficiaries under letters of credit, with an aggregate face
amount in excess of $500,000, the applicable Debtors shall promptly notify the
Agent thereof and, at the request of the Agent, the applicable Debtors shall,
pursuant to an agreement in form and substance reasonably satisfactory to the
Agent either arrange (i) for the issuer and any confirmer of such letters of
credit to consent to an assignment to the Agent of the proceeds of the letters
of credit or (ii) for the Agent to become the transferee beneficiary of the
letters of credit, together with, in each case, any such other actions as
reasonably requested by the Agent to perfect its first priority Lien in such
letter of credit rights. The applicable Debtor shall retain the proceeds of the
applicable letters of credit until an Event of Default has occurred and is
continuing whereupon the proceeds are to be delivered to the Agent and applied
as set forth in the Credit Agreement.

         

        (d)           Commercial
Tort Claims.  If Debtors, now or at any time hereafter,
collectively hold or acquire any commercial tort claims, which, the reasonably
estimated value of which are in aggregate excess of $500,000, the applicable
Debtors shall immediately notify the Agent in a writing signed by such Debtors
of the particulars thereof and grant to the Agent in such writing a security
interest therein and in the proceeds thereof, all upon the terms of this
Agreement, with such writing to be in form and substance reasonably satisfactory
to the Agent.

         

        (e)           Pledged
Shares.  All certificates or instruments representing or
evidencing the Pledged Shares or any Debtor’s rights therein shall be delivered
to the Agent promptly upon Debtor gaining any rights therein, in suitable form
for transfer by delivery or accompanied by duly executed stock powers or
instruments of transfer or assignments in blank, all in form and substance
reasonably acceptable to the Agent.

         

        (f)           Intentionally
Omitted.

         

        (g)           Intellectual
Property.

         

        
          	
                   
      

                	
                  (i)

                	
                  Trademarks.  Each
      Debtor agrees to take all reasonably necessary steps, including, without
      limitation, in the United States Patent and Trademark Office or in any
      court, to (x) defend, enforce, preserve the validity and ownership of, and
      maintain each Trademark registration and each Trademark License identified
      on Schedule
      1.1 hereto, and (y)
      pursue each trademark application now or hereafter identified on Schedule
      1.1 hereto,
      including, without limitation, the filing of responses to office actions
      issued by the United States Patent and Trademark Office, the filing of
      applications for renewal, the filing of affidavits under Sections 8 and 15
      of the United States Trademark Act, and the participation in opposition,
      cancellation, infringement and misappropriation proceedings, except, in
      each case in which the Debtors have determined, using their commercially
      reasonable judgment, that any of the foregoing is not of material economic
      value to them. Each Debtor agrees to take corresponding steps with respect
      to each new or acquired Trademark registration, Trademark application or
      any rights obtained under any Trademark License, in each case, which it is
      now or later becomes entitled, except in each case in which such Debtor
      has determined, using its commercially reasonable judgment, that any of
      the foregoing is not of material economic value to it. Any expenses
      incurred in connection with such activities shall be borne by the
      Debtors.

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  Patents.  Each
      Debtor to take all reasonably necessary steps, including, without
      limitation, in the United States Patent and Trademark Office or in any
      court, to (x) defend, enforce, preserve the validity and ownership of, and
      maintain each Patent and each Patent License identified on Schedule

                


        

         

        
          
             

          

          
            122

            
              

            

          

          
             

          

        

         

        
          	
                   
      

                	
                  1.1 hereto, and (y)
      pursue each patent application, now or hereafter identified on Schedule
      1.1 hereto,
      including, without limitation, the filing of divisional, continuation,
      continuation-in-part and substitute applications, the filing of
      applications for reissue, renewal or extensions, the payment of
      maintenance fees, and the participation in interference, reexamination,
      opposition, infringement and misappropriation proceedings, except in each
      case in which the Debtors have determined, using their commercially
      reasonable judgment, that any of the foregoing is not of material economic
      value to them. Each Debtor agrees to take corresponding steps with respect
      to each new or acquired Patent, patent application, or any rights obtained
      under any Patent License, in each case, which it is now or later becomes
      entitled, except in each case in which the Debtors have determined, using
      their commercially reasonable judgment, that any of the foregoing is not
      of material economic value to them. Any expenses incurred in connection
      with such activities shall be borne by the
  Debtors.

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  Copyrights.  Each
      Debtor agrees to take all reasonably necessary steps, including, without
      limitation, in the United States Copyright Office or in any court, to (x)
      defend, enforce, and preserve the validity and ownership of each Copyright
      and each Copyright License identified on Schedule
      1.1 hereto, and (y)
      pursue each Copyright and mask work application, now or hereafter
      identified on Schedule
      1.1 hereto,
      including, without limitation, the payment of applicable fees, and the
      participation in infringement and misappropriation proceedings, except in
      each case in which the Debtors have determined, using their commercially
      reasonable judgment, that any of the foregoing is not of material economic
      value to them.  Each Debtor agrees to take corresponding steps
      with respect to each new or acquired Copyright, Copyright and mask work
      application, or any rights obtained under any Copyright License, in each
      case, which it is now or later becomes entitled, except in each case in
      which the Debtors have determined, using their commercially reasonable
      judgment, that any of the foregoing is not of material economic value to
      them. Any expenses incurred in connection with such activities shall be
      borne by the Debtors.

                


        

         

        
          	
                   
      

                	
                  (iv)

                	
                  No
      Abandonment.  The Debtors shall not abandon any
      Intellectual Property Collateral, without the written consent of the
      Agent, unless the Debtors shall have previously determined, using their
      commercially reasonable judgment, that such use or the pursuit or
      maintenance of such Trademark registration, Patent, Copyright registration
      or pending Trademark, Copyright, mask work or Patent application is not of
      material economic value to it.

                


        

         

        
          	
                   
      

                	
                  (v)

                	
                  No
      Infringement.  In the event that a Debtor becomes aware
      that any item of the Intellectual Property Collateral which such Debtor
      has determined, using its commercially reasonable judgment, to be material
      to its business is infringed or misappropriated by a third party, such
      Debtor shall promptly notify the Agent promptly and in writing, in
      reasonable detail, and shall take such actions as such Debtor or the Agent
      deems reasonably appropriate under the circumstances to protect such
      Intellectual Property Collateral, including, without limitation, suing for
      infringement or misappropriation and for an injunction against such
      infringement or misappropriation. Any expense incurred in connection with
      such activities shall be borne by the Debtors. Each Debtor will advise the
      Agent promptly and in writing, in reasonable detail, of any adverse
      determination or the institution of any proceeding (including, without
      limitation, the institution of any proceeding in the United States Patent
      and Trademark Office, the United States Copyright Office or any court)
      regarding any material item of the Intellectual Property
      Collateral.

                


        

         

        
          	
                   
      

                	
                  (h)

                	
                  Vehicles.  Concurrently
      with the delivery of each Covenant Compliance Report as required under the
      Credit Agreement, deliver to the Agent the Vehicle titles for all Vehicles
      acquired during the previous quarter; and execute and deliver, or take
      such other actions as may be reasonably required by Agent for the Agent to
      record its Lien on such Vehicle
titles.

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  Aircraft
      and Vessels.  Notwithstanding any other provision of this
      Agreement, no Debtor shall be required to make any filings as may be
      reasonably necessary to perfect the Agent’s Lien on its aircraft and
      vessels, unless (i) a Default or an Event of Default has occurred and is
      continuing, whereupon the Agent may require such filings be made or (ii)
      such Debtor, either singly, or together with the other Debtors, owns
      aircraft and vessels which have a fair market value of at least $________,
      in aggregate amount, whereupon the applicable Debtors shall provide prompt
      notice to the Agent, and the Agent, at its option and request, may require
      the applicable Debtors to execute such agreements and make such filings as
      may be reasonably necessary to perfect the Agent’s Lien for the benefit of
      the Lenders and ensure the priority thereof on the applicable aircraft and
      vessels.

                


        

         

        Section 4.2  Encumbrances.  Each
Debtor shall not create, permit or suffer to exist, and shall defend the
Collateral against any Lien (other than the Permitted Liens, provided that no
Lien, other than the Lien created hereunder, shall exist over the Pledged
Shares) or any restriction upon the pledge or other transfer thereof (other than
as specifically permitted in the Credit Agreement), and shall defend such
Debtor’s title to and other rights in the Collateral and the Agent’s pledge and
collateral assignment of and security interest in the Collateral against the
claims and demands of all Persons.  Except to the extent permitted by
the Credit Agreement or in connection with any release of the Collateral or any
portion thereof under Section
7.13 hereof (but only to the extent of any Collateral so released), such
Debtor shall do nothing to impair the rights of the Agent in the
Collateral.

         

        Section 4.3  Disposition
of Collateral.  Except as otherwise permitted under the Credit
Agreement, no Debtor shall enter into or consummate any transfer or other
disposition of Collateral.

         

        
          
             

          

          
            123

            
              

            

          

          
             

          

        

         

        Section 4.4  Intentionally
Omitted.

         

        Section 4.5  Corporate
Changes; Books and Records; Inspection Rights.  (a) Each Debtor
shall not change its respective name, identity, corporate structure or
jurisdiction of organization, or identification number in any manner that might
make any financing statement filed in connection with this Agreement seriously
misleading within the meaning of Section 9-506 of the UCC unless such Debtor
shall have given the Agent fifteen (15) days prior written notice with respect
to any change in such Debtor’s corporate structure, jurisdiction of
organization, name or identity and shall have taken all action deemed reasonably
necessary by the Agent under the circumstances to protect its Liens and the
perfection and priority thereof, (b) each Debtor shall keep the Records at
the location specified on Schedule
3.2 as the
location of such books and records or as otherwise specified in writing to the
Agent and (c) the Debtors shall permit the Agent, the Lenders, and their
respective agents and representatives to conduct inspections, discussion and
audits of the Collateral in accordance with the terms of the Credit
Agreement.

         

        Section 4.6  Notification
of Lien; Continuing Disclosure.  Each Debtor shall promptly
notify the Agent in writing of any Lien (other than a Permitted Lien, to the
extent not otherwise subject to any notice requirements under the Credit
Agreement) that has attached to or been made or asserted against any of the
Collateral upon becoming aware of the existence of such Lien.

         

        Section
4.7  Covenants Regarding Pledged
Shares

         

        (a)           Voting
Rights and Distributions.

         

        
          	
                   
      

                	
                  (i)

                	
                  So
      long as no Event of Default shall have occurred and be continuing (both
      before and after giving effect to any of the actions or other matters
      described in clauses (A) or (B) of this
  subparagraph):

                


        

        
          	
                   
      

                	
                  (A)

                	
                  Each
      Debtor shall be entitled to exercise any and all voting and other
      consensual rights (including, without limitation, the right to give
      consents, waivers and ratifications) pertaining to any of the Pledged
      Shares or any part thereof; provided, however, that
      no vote shall be cast or consent, waiver or ratification given or action
      taken without the prior written consent of the Agent which would violate
      any provision of this Agreement or the Credit Agreement;
    and

                


        

        


        
          	
                   
      

                	
                  (B)

                	
                  Except
      as otherwise provided by the Credit Agreement, such Debtor shall be
      entitled to receive and retain any and all dividends, distributions and
      interest paid in respect to any of the Pledged
  Shares.

                


        

        


        
          	
                   
      

                	
                  (C)

                	
                  No
      provision of this Agreement shall prohibit distributions to pay accrued
      taxes of limited liability company members attributable to any Equity
      Interests held by such Persons provided that such distributions are
      permitted under the Credit
Agreement.

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  Upon
      the occurrence and during the continuance of an Event of
      Default:

                


        

        


        
          	
                   
      

                	
                  (A)

                	
                  The
      Agent may, without notice to such Debtor, transfer or register in the name
      of the Agent or any of its nominees, for the equal and ratable benefit of
      the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in
      cash or otherwise) held by the Agent hereunder, and the Agent or its
      nominee may thereafter, after delivery of notice to such Debtor, exercise
      all voting and corporate rights at any meeting of any corporation issuing
      any of the Pledged Shares and any and all rights of conversion, exchange,
      subscription or any other rights, privileges or options pertaining to any
      of the Pledged Shares as if the Agent were the absolute owner thereof,
      including, without limitation, the right to exchange, at its discretion,
      any and all of the Pledged Shares upon the merger, consolidation,
      reorganization, recapitalization or other readjustment of any corporation
      issuing any of such Pledged Shares or upon the exercise by any such issuer
      or the Agent of any right, privilege or option pertaining to any of the
      Pledged Shares, and in connection therewith, to deposit and deliver any
      and all of the Pledged Shares with any committee, depositary, transfer
      agent, registrar or other designated agency upon such terms and conditions
      as the Agent may determine, all without liability except to account for
      property actually received by it, but the Agent shall have no duty to
      exercise any of the aforesaid rights, privileges or options, and the Agent
      shall not be responsible for any failure to do so or delay in so
      doing.

                


        

        
          	
                   
      

                	
                  (B)

                	
                  All
      rights of such Debtor to (i) exercise the voting and other consensual
      rights which it would otherwise be entitled to exercise pursuant to Section
      4.7(a)(i)(A) and (ii) to receive the dividends, interest and other
      distributions which it would otherwise be authorized to receive and retain
      pursuant to Section
      4.7(a)(i)(B) shall be suspended until such Event of Default shall
      no longer exist (and in the case of the rights described in clause (i)
      herein, upon notice from the Agent of a suspension of such rights), and
      all such rights shall, until such Event of Default shall no longer exist,
      thereupon become vested in the Agent which shall thereupon have the sole
      right to exercise such voting and other consensual rights and to receive,
      hold and dispose of as Pledged Shares such dividends, interest and other
      distributions.

                


        

        


        
          	
                   
      

                	
                  (C)

                	
                  All
      dividends, interest and other distributions which are received by such
      Debtor contrary to the provisions of this Section
      4.7(a)(ii) shall be
      received in trust for the benefit of the Agent, shall be segregated from
      other funds of such Debtor and shall be forthwith paid over to the Agent
      as Collateral in the same form as so received (with any necessary
      endorsement).

                


        

        


        
          	
                   
      

                	
                  (D)

                	
                  Each
      Debtor shall execute and deliver (or cause to be executed and delivered)
      to the Agent all such proxies and other instruments as the Agent may
      reasonably request for the purpose of enabling the Agent to exercise the
      voting and other rights which it is entitled to exercise pursuant to this
      Section
      4.7(a)(ii) and to receive the dividends, interest and other
      distributions which it is entitled to receive and retain pursuant to this
      Section
      4.7(a)(ii). The foregoing shall not in any way limit the Agent’s
      power and authority granted pursuant to the other provisions of this
      Agreement.

                


        

        


        
          
             

          

          
            124

            
              

            

          

          
             

          

        

         

        (b)           Possession;
Reasonable Care.  Regardless of whether a Default or an Event
of Default has occurred or is continuing, the Agent shall have the right to hold
in its possession all Pledged Shares pledged, collaterally assigned or
transferred hereunder and from time to time constituting a portion of the
Collateral.  The Agent may appoint one or more agents (which in no
case shall be a Debtor or an affiliate of a Debtor) to hold physical custody,
for the account of the Agent, of any or all of the Collateral.  The
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which the Agent accords its own property,
it being understood that the Agent shall not have any responsibility for (i)
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether or not
the Agent has or is deemed to have knowledge of such matters, or
(ii) taking any necessary steps to preserve rights against any parties with
respect to any Collateral, except, subject to the terms hereof, upon the written
instructions of the Lenders.  Following the occurrence and continuance
of an Event of Default, the Agent shall be entitled to take ownership of the
Collateral in accordance with the UCC.

         

        Section
4.8  New
Subsidiaries; Additional Collateral

         

        
          	
                   
      

                	
                  (a)

                	
                  With
      respect to each Person which becomes a Subsidiary of a Debtor subsequent
      to the date hereof, execute and deliver such joinders or security
      agreements or other pledge documents as are required by the Credit
      Agreement, within the time periods set forth
  therein.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Each
      Debtor agrees that, (i) except with the written consent of the Agent, it
      will not permit any Domestic Subsidiary (whether now existing or formed
      after the date hereof) to issue to such Debtor or any of such Debtor’s
      other Subsidiaries any shares of stock, membership interests, partnership
      units, notes or other securities or instruments (including without
      limitation the Pledged Shares) in addition to or in substitution for any
      of the Collateral, unless, concurrently with each issuance thereof, any
      and all such shares of stock, membership interests, partnership units,
      notes or instruments are encumbered in favor of the Agent under this
      Agreement or otherwise (it being understood and agreed that all such
      shares of stock, membership interests, partnership units, notes or
      instruments issued to such Debtor shall, without further action by such
      Debtor or the Agent, be automatically encumbered by this Agreement as
      Pledged Shares) and (ii) it will promptly following the issuance thereof
      deliver to the Agent (A) an amendment, duly executed by such Debtor, in
      substantially the form of Exhibit
      A hereto in respect
      of such shares of stock, membership interests, partnership units, notes or
      instruments issued to Debtor or (B) if reasonably required by the Lenders,
      a new stock pledge, duly executed by the applicable Debtor, in
      substantially the form of this Agreement (a “New
      Pledge”), in respect of such shares of stock, membership interests,
      partnership units, notes or instruments issued to any Debtor granting to
      the Agent, for the benefit of the Lenders, a first priority security
      interest, pledge and Lien thereon, together in each case with all
      certificates, notes or other instruments representing or evidencing the
      same, together with such other documentation as the Agent may reasonably
      request. Such Debtor hereby (x) authorizes the Agent to attach each
      such amendment to this Agreement, (y) agrees that all such shares of
      stock, membership interests, partnership units, notes or instruments
      listed in any such amendment delivered to the Agent shall for all purposes
      hereunder constitute Pledged Shares, and (z) is deemed to have made, upon
      the delivery of each such amendment, the representations and warranties
      contained in Section
      3.4 of this Agreement with respect to the Collateral covered
      thereby.

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  With
      respect to any Intellectual Property Collateral owned, licensed or
      otherwise acquired by any Debtor after the date hereof, and with respect
      to any Patent, Trademark or Copyright which is not registered or filed
      with the U.S. Patent and Trademark Office and/or the U.S. Copyright Office
      at the time such Collateral is pledged by a Debtor to the Agent pursuant
      to this Security Agreement, and which is subsequently registered or filed
      by such Debtor in the appropriate office and which is material to such
      Debtor’s business, such Debtor shall promptly after the acquisition or
      registration thereof execute or cause to be executed and delivered to the
      Agent, (i) an amendment, duly executed by such Debtor, in substantially
      the form of Exhibit
      A hereto, in
      respect of such additional or newly registered collateral or (ii) at the
      Agent’s option, a new security agreement, duly executed by the applicable
      Debtor, in substantially the form of this Agreement, in respect of such
      additional or newly registered collateral, granting to the Agent, for the
      benefit of the Lenders, a first priority security interest, pledge and
      Lien thereon (subject only to the Permitted Liens), together in each case
      with all certificates, notes or other instruments representing or
      evidencing the same, and shall, upon the Agent’s reasonable request,
      execute or cause to be executed any financing statement or other document
      (including without limitation, filings required by the U.S. Patent and
      Trademark Office and/or the U.S. Copyright Office in connection with any
      such additional or newly registered collateral) granting or otherwise
      evidencing a Lien over such new Intellectual Property Collateral. Each
      Debtor hereby (x) authorizes the Agent to attach each amendment to this
      Agreement, (y) agrees that all such additional collateral listed in
      any amendment delivered to the Agent shall for all purposes hereunder
      constitute Collateral, and (z) is deemed to have made, upon the delivery
      of each such Amendment, the representations and warranties contained in
      Section
      3.3(d) and Section
      3.5 of this Agreement with respect to the Collateral covered
      thereby.

                


        

         

        Section 4.9  Further
Assurances  (a) At any time and from time to time, upon the
reasonable request of the Agent, and at the sole expense of the Debtors, each
Debtor shall promptly execute and deliver all such further agreements, documents
and instruments and take such further action as the Agent may reasonably deem
necessary or appropriate to (i) preserve, ensure the priority, effectiveness and
validity of and perfect the Agent’s security interest in and pledge and
collateral assignment of the Collateral (including causing the Agent’s name to
be noted as secured party on any certificate of title for a titled good if such
notation is a condition of the Agent’s ability to enforce its security interest
in such Collateral), unless such actions are specifically waived under the terms
of this Agreement and the other Loan Documents, (ii) carry out the provisions
and purposes of this Agreement and (iii) to enable the Agent to exercise and
enforce its rights and remedies hereunder with respect to any of the Collateral.
Except as otherwise expressly permitted by the terms of the Credit Agreement
relating to disposition of assets and except for Permitted Liens (except for
Pledged Shares, over which the only Lien shall be that Lien established under
this Agreement), each Debtor agrees to maintain and preserve the Agent’s
security interest in and pledge and collateral assignment of the Collateral
hereunder and the priority thereof.  Notwithstanding anything
contained herein to the contrary, the Agent need not require the creation or
perfection of pledges of or security interests in particular assets if and for
so long as, in the reasonable judgment of the Agent, the cost of creating or
perfecting such pledges or security interests in such assets shall be excessive
in view of the benefits to be obtained by the Agent therefrom.  The
Agent may, in its sole discretion, grant extensions of time for the perfection
of security interests in particular assets (including extensions beyond the
Effective Date for the perfection of security interests in the assets of the
Debtors on such date) where it reasonably determines, in consultation with the
Debtors, that perfection cannot be accomplished without undue effort or expense
by the time or times at which it would otherwise be required by this Agreement
or the other Loan Documents.

         

        (b)           Each
Debtor hereby irrevocably authorizes the Agent (until the termination of this
Agreement in accordance with the provisions of this Agreement) at any time and
from time to time to file in any filing office in any jurisdiction any initial
financing statements and amendments thereto that (i) indicate any or all of the
Collateral upon which the Debtors have granted a Lien (including, without
limitation, the filing of a financing statement describing the Collateral as
“all assets in which Debtor now owns or hereafter acquires rights”, “all
assets”, “all personal property” or words of similar import), and (ii) provide
any other information required by Part 5 of Article 9 of the UCC, including
organizational information and in the case of a fixture filing or a filing for
Collateral consisting of as-extracted collateral or timber to be cut, a
sufficient description of real property to which the Collateral
relates.  Each Debtor agrees to furnish any such information required
by the preceding paragraph to the Agent promptly upon request.

         

        
          
             

          

          
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        ARTICLE
5

         

        Rights of the
Agent

         

        Section 5.1  Power of
Attorney.  Each Debtor hereby irrevocably constitutes and
appoints the Agent and any officer or agent thereof (until the termination of
this Agreement in accordance with the provisions of Section 7.12 of this
Agreement), with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the name of such
Debtor or in its own name, to take, after the occurrence and during the
continuance of an Event of Default, any and all actions, and to execute any and
all documents and instruments which the Agent at any time and from time to time
deems necessary, to accomplish the purposes of this Agreement and, without
limiting the generality of the foregoing, such Debtor hereby gives the Agent the
power and right on behalf of such Debtor and in its own name to do any of the
following after the occurrence and during the continuance of an Event of
Default, without notice to or the consent of such Debtor:

         

        
          	
                   
      

                	
                  (a)

                	
                  to
      demand, sue for, collect or receive, in the name of such Debtor or in its
      own name, any money or property at any time payable or receivable on
      account of or in exchange for any of the Collateral and, in connection
      therewith, endorse checks, notes, drafts, acceptances, money orders,
      documents of title or any other instruments for the payment of money under
      the Collateral or any policy of
insurance;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  to
      pay or discharge taxes, Liens (other than Permitted Liens) or other
      encumbrances levied or placed on or threatened against the
      Collateral;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  (i)
      to direct account debtors and any other parties liable for any payment
      under any of the Collateral to make payment of any and all monies due and
      to become due thereunder directly to the Agent or as the Agent shall
      reasonably direct; (ii) to receive payment of and receipt for any and all
      monies, claims and other amounts due and to become due at any time in
      respect of or arising out of any Collateral; (iii) to sign and endorse any
      invoices, freight or express bills, bills of lading, storage or warehouse
      receipts, drafts against debtors, assignments, proxies, stock powers,
      verifications and notices in connection with accounts and other documents
      relating to the Collateral; (iv) to commence and prosecute any suit,
      action or proceeding at law or in equity in any court of competent
      jurisdiction to collect the Collateral or any part thereof and to enforce
      any other right in respect of any Collateral; (v) to defend any suit,
      action or proceeding brought against such Debtor with respect to any
      Collateral; (vi) to settle, compromise or adjust any suit, action or
      proceeding described above and, in connection therewith, to give such
      discharges or releases as the Agent may reasonably deem appropriate; (vii)
      to exchange any of the Collateral for other property upon any merger,
      consolidation, reorganization, recapitalization or other readjustment of
      the issuer thereof and, in connection therewith, deposit any of the
      Collateral with any committee, depositary, transfer agent, registrar or
      other designated agency upon such terms as the Agent may reasonably
      determine; (viii) to add or release any guarantor, indorser, surety or
      other party to any of the Collateral; (ix) to renew, extend or otherwise
      change the terms and conditions of any of the Collateral; (x) to
      make, settle, compromise or adjust any claim under or pertaining to any of
      the Collateral (including claims under any policy of insurance); (xi)
      subject to any pre-existing rights or licenses, to assign any Patent,
      Copyright or Trademark constituting Intellectual Property Collateral
      (along with the goodwill of the business to which any such Patent,
      Copyright or Trademark pertains), for such term or terms, on such
      conditions and in such manner, as the Agent shall in its sole discretion
      reasonably determine, and (xii) to sell, transfer, pledge, convey, make
      any agreement with respect to, or otherwise deal with, any of the
      Collateral as fully and completely as though the Agent were the absolute
      owner thereof for all purposes, and to do, at the Agent’s option and such
      Debtor’s expense, at any time, or from time to time, all acts and things
      which the Agent reasonably deems necessary to protect, preserve, maintain,
      or realize upon the Collateral and the Agent’s security interest
      therein.

                


        

         

        This
power of attorney is a power coupled with an interest and shall be
irrevocable.  The Agent shall be under no duty to exercise or withhold
the exercise of any of the rights, powers, privileges and options expressly or
implicitly granted to the Agent in this Agreement, and shall not be liable for
any failure to do so or any delay in doing so.  This power of attorney
is conferred on the Agent solely to protect, preserve, maintain and realize upon
its security interest in the Collateral.  The Agent shall not be
responsible for any decline in the value of the Collateral and shall not be
required to take any steps to preserve rights against prior parties or to
protect, preserve or maintain any Lien given to secure the
Collateral.

         

        Section 5.2  Setoff.  In
addition to and not in limitation of any rights of any Lenders under applicable
law, the Agent and each Lender shall, upon the occurrence and continuance of an
Event of Default, without notice or demand of any kind, have the right to
appropriate and apply to the payment of the Indebtedness owing to it (whether or
not then due) any and all balances, credits, deposits, accounts or moneys of
Debtors then or thereafter on deposit with such Lenders; provided, however, that
any such amount so applied by any Lender on any of the Indebtedness owing to it
shall be subject to the provisions of the Credit Agreement.

         

        Section 5.3  Assignment
by the Agent.  The Agent may at any time assign or otherwise
transfer all or any portion of its rights and obligations as the Agent under
this Agreement and the other Loan Documents (including, without limitation, the
Indebtedness) to any other Person, to the extent permitted by, and upon the
conditions contained in, the Credit Agreement and such Person shall thereupon
become vested with all the benefits and obligations thereof granted to the Agent
herein or otherwise.

         

        Section 5.4  Performance
by the Agent.  If any Debtor shall fail to perform any covenant
or agreement contained in this Agreement after demand from Agent to so perform,
the Agent may (but shall not be obligated to) perform or attempt to perform such
covenant or agreement on behalf of the Debtors, in which case Agent shall
exercise good faith and make diligent efforts to give Debtors prompt prior
written notice of such performance or attempted performance. In such event, the
Debtors shall, at the request of the Agent, promptly pay any reasonable amount
expended by the Agent in connection with such performance or attempted
performance to the Agent, together with interest thereon at the interest rate
set forth in the Credit Agreement, from and including the date of such
expenditure to but excluding the date such expenditure is paid in
full.  Notwithstanding the foregoing, it is expressly agreed that the
Agent shall not have any liability or responsibility for the performance (or
non-performance) of any obligation of the Debtors under this
Agreement.

         

        
          
             

          

          
            126

            
              

            

          

          
             

          

        

         

        Section 5.5  Certain
Costs and Expenses.  The Debtors shall pay or reimburse the
Agent within five (5) Business Days after demand for all reasonable costs and
expenses (including reasonable attorney’s and paralegal fees) incurred by it in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or any other Loan Document during the
existence of an Event of Default or after acceleration of any of the
Indebtedness (including in connection with any “workout” or restructuring
regarding the Indebtedness, and including in any insolvency proceeding or
appellate proceeding).  The agreements in this Section
5.5 shall survive the payment in full of the
Indebtedness.  Notwithstanding the foregoing, the reimbursement of any
fees and expenses incurred by the Lenders shall be governed by the terms and
conditions of the applicable Credit Agreement.

         

        Section 5.6  Indemnification.  Each
of the Debtors agrees to indemnify and hold Agent and each of the Lenders (and
their respective Affiliates) and their respective employees, agents, officers,
directors, counsel, and attorneys-in-fact harmless from all loss, cost, damage,
liability or expenses, including reasonable house and outside attorneys’ and
paralegals’ fees and disbursements (but without duplication of such fees and
disbursements for the same services), incurred by Agent and each of the Lenders
by reason of a Default or an Event of Default, or enforcing the obligations of
any Debtor under this Agreement or any of the other Loan Documents, or as a
result of any actual or claimed violation of law, as applicable, or in the
prosecution or defense of any action or proceeding concerning any matter growing
out of or connected with this Agreement or any of the Loan Documents, INCLUDING CLAIMS, DAMAGES, FINES,
EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM THE
AGENT’S OR ANY LENDER’S OWN NEGLIGENCE except to the extent (but only to
the extent) caused by Agent’s or any Lender’s gross negligence or willful
misconduct.  The agreements in this Section
5.6 shall survive payment of all other Indebtedness.

         

        ARTICLE
6

         

        Default

         

        Section 6.1  Rights
and Remedies.  If an Event of Default shall have occurred and
be continuing, the Agent shall have the following rights and remedies subject to
the direction and/or consent of the Lenders as required under the Credit
Agreement:

         

        
          	
                   
      

                	
                  (a)

                	
                  The
      Agent may exercise any of the rights and remedies set forth in this
      Agreement (including, without limitation, Article
      5 hereof), in the Credit Agreement, or in any other Loan Document,
      or as provided by applicable law.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  In
      addition to all other rights and remedies granted to the Agent in this
      Agreement, the Credit Agreement or by applicable law, the Agent shall have
      all of the rights and remedies of a secured party under the UCC (whether
      or not the UCC applies to the affected Collateral) and the Agent may also,
      without previous demand or notice except as specified below or in the
      Credit Agreement, sell the Collateral or any part thereof in one or more
      parcels at public or private sale, at any exchange, broker’s board or at
      any of the Agent’s offices or elsewhere, for cash, on credit or for future
      delivery, and upon such other terms as the Agent may, in its reasonable
      discretion, deem commercially reasonable or otherwise as may be permitted
      by law.  Without limiting the generality of the foregoing, the
      Agent may (i) without demand or notice to the Debtors (except as required
      under the Credit Agreement or applicable law), collect, receive or take
      possession of the Collateral or any part thereof, and for that purpose the
      Agent (and/or its Agents, servicers or other independent contractors) may
      enter upon any premises on which the Collateral is located and remove the
      Collateral therefrom or render it inoperable, and/or (ii) sell, lease or
      otherwise dispose of the Collateral, or any part thereof, in one or more
      parcels at public or private sale or sales, at the Agent’s offices or
      elsewhere, for cash, on credit or for future delivery, and upon such other
      terms as the Agent may, in its reasonable discretion, deem commercially
      reasonable or otherwise as may be permitted by law.  The Agent
      and, subject to the terms of the Credit Agreement, each of the Lenders
      shall have the right at any public sale or sales, and, to the extent
      permitted by applicable law, at any private sale or sales, to bid (which
      bid may be, in whole or in part, in the form of cancellation of
      indebtedness) and become a purchaser of the Collateral or any part thereof
      free of any right of redemption on the part of the Debtors, which right of
      redemption is hereby expressly waived and released by the Debtors to the
      extent permitted by applicable law.  The Agent may require the
      Debtors to assemble the Collateral and make it available to the Agent at
      any place designated by the Agent to allow the Agent to take possession or
      dispose of such Collateral.  The Debtors agree that the Agent
      shall not be obligated to give more than five (5) days prior written
      notice of the time and place of any public sale or of the time after which
      any private sale may take place and that such notice shall constitute
      reasonable notice of such matters.  The foregoing shall not
      require notice if none is required by applicable law.  The Agent
      shall not be obligated to make any sale of Collateral if, in the exercise
      of its reasonable discretion, it shall determine not to do so, regardless
      of the fact that notice of sale of Collateral may have been
      given.  The Agent may, without notice or publication (except as
      required by applicable law), adjourn any public or private sale or cause
      the same to be adjourned from time to time by announcement at the time and
      place fixed for sale, and such sale may, without further notice, be made
      at the time and place to which the same was so adjourned.  The
      Debtors shall be liable for all reasonable expenses of retaking, holding,
      preparing for sale or the like, and all reasonable attorneys’ fees, legal
      expenses and other costs and expenses incurred by the Agent in connection
      with the collection of the Indebtedness and the enforcement of the Agent’s
      rights under this Agreement and the Credit Agreement.  The
      Debtors shall, to the extent permitted by applicable law, remain liable
      for any deficiency if the proceeds of any such sale or other disposition
      of the Collateral (conducted in conformity with this clause (ii) and
      applicable law) applied to the Indebtedness are insufficient to pay the
      Indebtedness in full (other than contingent liabilities pursuant to any
      indemnity, including without limitation Section
      5.5 and Section
      5.6 hereof, for claims which have not been asserted, or which have
      not yet accrued).  The Agent shall apply the proceeds from the
      sale of the Collateral hereunder against the Indebtedness in such order
      and manner as provided in the Credit
Agreement.

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  The
      Agent may cause any or all of the Collateral held by it to be transferred
      into the name of the Agent or the name or names of the Agent’s nominee or
      nominees.

                


        

         

        
          
             

          

          
            127

            
              

            

          

          
             

          

        

         

        
          	
                   
      

                	
                  (d)

                	
                  The
      Agent may exercise any and all rights and remedies of the Debtors under or
      in respect of the Collateral, including, without limitation, any and all
      rights of the Debtors to demand or otherwise require payment of any amount
      under, or performance of any provision of any of the Collateral and any
      and all voting rights and corporate powers in respect of the
      Collateral.

                


        

         

        
          	
                   
      

                	
                  (e)

                	
                  On
      any sale of the Collateral, the Agent is hereby authorized to comply with
      any limitation or restriction with which compliance is necessary (based on
      a reasoned opinion of the Agent’s counsel) in order to avoid any violation
      of applicable law or in order to obtain any required approval of the
      purchaser or purchasers by any applicable Governmental
      Authority.

                


        

         

        
          	
                   
      

                	
                  (f)

                	
                  The
      Agent may direct account debtors and any other parties liable for any
      payment under any of the Collateral to make payment of any and all monies
      due and to become due thereunder directly to the Agent or as the Agent
      shall direct.

                


        

         

        
          	
                   
      

                	
                  (g)

                	
                  In
      the event of any sale, assignment or other disposition of the Intellectual
      Property Collateral, the goodwill of the business connected with and
      symbolized by any Collateral subject to such disposition shall be
      included, and the Debtors shall supply to the Agent or its designee the
      Debtors’ know-how and expertise related to the Intellectual Property
      Collateral subject to such disposition, and the Debtors’ notebooks,
      studies, reports, records, documents and things embodying the same or
      relating to the inventions, processes or ideas covered by and to the
      manufacture of any products under or in connection with the Intellectual
      Property Collateral subject to such
disposition.

                


        

         

        
          	
                   
      

                	
                  (h)

                	
                  For
      purposes of enabling the Agent to exercise its rights and remedies under
      this Section
      6.1 and enabling the Agent and its successors and permitted assigns
      to enjoy the full benefits of the Collateral, the Debtors hereby grant
      (until the termination of this Agreement in accordance with the provisions
      of Section 7.12 of this Agreement) to the Agent an irrevocable,
      nonexclusive license (exercisable without payment of royalty or other
      compensation to the Debtors) to use, assign, license or sublicense any of
      the Intellectual Property Collateral, Computer Records or Software
      (including in such license reasonable access to all media in which any of
      the licensed items may be recorded or stored and all computer programs
      used for the completion or printout thereof), exercisable upon the
      occurrence and during the continuance of an Event of Default (and
      thereafter if Agent succeeds to any of the Collateral pursuant to an
      enforcement proceeding or voluntary arrangement with Debtor), except as
      may be prohibited by any licensing agreement relating to such Computer
      Records or Software.  This license shall also inure to the
      benefit of all successors, permitted assigns, transferees of and
      purchasers from the Agent.

                


        

         

        
          	
                   
      

                	
                  Section
      6.2  Private
      Sales.

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  In
      view of the fact that applicable securities laws may impose certain
      restrictions on the method by which a sale of the Pledged Shares may be
      effected after an Event of Default, Debtors agree that upon the occurrence
      and during the continuance of an Event of Default, the Agent may from time
      to time attempt to sell all or any part of the Pledged Shares by a private
      sale in the nature of a private placement, restricting the bidders and
      prospective purchasers to those who will represent and agree that they are
      “accredited investors” within the meaning of Regulation D promulgated
      pursuant to the Securities Act of 1933, as amended (the “Securities
      Act”), and are purchasing for investment only and not for
      distribution.  In so doing, the Agent may solicit offers for the
      Pledged Shares, or any part thereof, from a limited number of investors
      who might be interested in purchasing the Pledged Shares. Without limiting
      the methods or manner of disposition which could be determined to be
      commercially reasonable, if the Agent hires a firm of regional or national
      reputation that is engaged in the business of rendering investment banking
      and brokerage services to solicit such offers and facilitate the sale of
      the Pledged Shares, then the Agent’s acceptance of the highest offer
      (including its own offer, or the offer of any of the Lenders at any such
      sale) obtained through such efforts of such firm shall be deemed to be a
      commercially reasonable method of disposition of such Pledged Shares. The
      Agent shall not be under any obligation to delay a sale of any of the
      Pledged Shares for the period of time necessary to permit the issuer of
      such securities to register such securities under the laws of any
      jurisdiction outside the United States, under the Securities Act or under
      any applicable state securities laws, even if such issuer would agree to
      do so.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  The
      Debtors further agree to do or cause to be done, to the extent that the
      Debtors may do so under applicable law, all such other reasonable acts and
      things as may be reasonably necessary to make such sales or resales of any
      portion or all of the Collateral valid and binding and in compliance with
      any and all applicable laws, regulations, orders, writs, injunctions,
      decrees or awards of any and all courts, arbitrators or governmental
      instrumentalities, domestic or foreign, having jurisdiction over any such
      sale or sales, all at the Debtors’
expense.

                


        

         

        Section 6.3  Intentionally
Omitted.

         

        Section 6.4  Default
Under Credit Agreement.  Subject to any applicable notice and
cure provisions contained in the Credit Agreement, the occurrence of any Event
of Default (as defined in the Credit Agreement), including without limit a
breach of any of the provisions of this Agreement, shall be deemed to be an
Event of Default under this Agreement. This Section
6.4 shall not limit the Events of Default set forth in the Credit
Agreement.

         

        
          
             

          

          
            128

            
              

            

          

          
             

          

        

         

        ARTICLE
7

         

        Miscellaneous

         

        Section 7.1  No
Waiver; Cumulative Remedies. No failure on the part of the Agent to
exercise and no delay in exercising, and no course of dealing with respect to,
any right, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power, or privilege.  The rights and
remedies provided for in this Agreement are cumulative and not exclusive of any
rights and remedies provided by law.

         

        Section 7.2  Successors
and Assigns. Subject to the terms and conditions of the Credit Agreement,
this Agreement shall be binding upon and inure to the benefit of the Debtors and
the Agent and their respective heirs, successors and permitted assigns, except
that the Debtors may not assign any of their rights or obligations under this
Agreement without the prior written consent of the Agent.

         

        Section 7.3  AMENDMENT;
ENTIRE AGREEMENT.  THIS WRITTEN LOAN AGREEMENT (AS DEFINED BY
SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE) REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.  The provisions of
this Agreement may be amended or waived only by an instrument in writing signed
by the parties hereto.

         

        Section 7.4  Notices.
All notices, requests, consents, approvals, waivers and other communications
hereunder shall be in writing (including, by facsimile transmission) and mailed,
faxed or delivered to the address or facsimile number specified for notices on
signature pages hereto; or, as directed to the Debtors or the Agent, to such
other address or number as shall be designated by such party in a written notice
to the other.  All such notices, requests and communications shall,
when sent by overnight delivery, or faxed, be effective when delivered for
overnight (next business day) delivery, or transmitted in legible form by
facsimile machine (with electronic confirmation of receipt), respectively, or if
mailed, upon the third Business Day after the date deposited into the U.S. mail,
or if otherwise delivered, upon delivery; except that notices to the Agent shall
not be effective until actually received by the Agent.

         

        Section
7.5  GOVERNING LAW; SUBMISSION TO
JURISDICTION;

         

        SERVICE
OF PROCESS.

         

        
          	
                   
      

                	
                  (a)

                	
                  THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
      INTERNAL LAWS OF THE STATE OF
TEXAS.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  ANY
      LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
      LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE
      UNITED STATES FOR THE NORTHERN DISTRICT OF TEXAS, AND BY EXECUTION AND
      DELIVERY OF THIS AGREEMENT, EACH OF THE DEBTOR AND THE AGENT CONSENTS, FOR
      ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION
      OF THOSE COURTS.  EACH OF THE DEBTOR AND THE AGENT IRREVOCABLY
      WAIVES ANY OBJECTION, INCLUDING 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 ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT
      OR ANY LOAN DOCUMENT.

                


        

         

        Section 7.6  Headings.  The
headings, captions, and arrangements used in this Agreement are for convenience
only and shall not affect the interpretation of this Agreement.

         

        Section 7.7  Survival
of Representations and Warranties.  All representations and
warranties made in this Agreement or in any certificate delivered pursuant
hereto shall survive the execution and delivery of this Agreement, and no
investigation by the Agent shall affect the representations and warranties or
the right of the Agent or the Lenders to rely upon them.

         

        Section 7.8  Counterparts;
Execution.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Each of the
undersigned by execution of this Agreement agrees that any copy of this document
signed by it and transmitted by facsimile or email, or any other method for
delivery shall be admissible in evidence as the original itself in any judicial
or administrative proceeding, whether or not the original is in
existence.

         

        
          
             

          

          
            129

            
              

            

          

          
             

          

        

         

        Section 7.9  Waiver of
Bond.  In the event the Agent seeks to take possession of any
or all of the Collateral by judicial process, the Debtors hereby irrevocably
waive (to the extent permitted by applicable law) any bonds and any surety or
security relating thereto that may be required by applicable law as an incident
to such possession, and waives (to the extent permitted by applicable law) any
demand for possession prior to the commencement of any such suit or
action.

         

        Section 7.10  Severability.  Any
provision of this Agreement which is determined by a court of competent
jurisdiction to be prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.

         

        Section 7.11  Construction.  Each
Debtor and the Agent acknowledge that each of them has had the benefit of legal
counsel of its own choice and has been afforded an opportunity to review this
Agreement with its legal counsel and that this Agreement shall be construed as
if jointly drafted by the Debtors and the Agent.

         

        Section 7.12  Termination.  If
all of the Indebtedness (other than contingent liabilities pursuant to any
indemnity, including without limitation Section
5.5 and Section
5.6 hereof, for claims which have not been asserted, or which have not
yet accrued) shall have been paid in full (in cash) and all commitments to
extend credit or other credit accommodations under the Credit Agreement have
been terminated, the Agent shall, upon the written request of the Debtors,
execute and deliver to the Debtors a proper instrument or instruments
acknowledging the release and termination of the security interests created by
this Agreement, and shall duly assign and deliver to the Debtors (without
recourse and without any representation or warranty) such of the Collateral as
may be in the possession of the Agent and has not previously been sold or
otherwise applied pursuant to this Agreement.

         

        Section 7.13  Release
of Collateral.  The Agent shall, upon the written request of
the Debtors, execute and deliver to the Debtors a proper instrument or
instruments acknowledging the release of the security interest and Liens
established hereby on any Collateral (other than the Pledged Shares): (a) if the
sale or other disposition of such Collateral is permitted under the terms of the
Credit Agreement and, at the time of such proposed release, both before and
after giving effect thereto, no Default or Event of Default has occurred and is
continuing, (b) if the sale or other disposition of such Collateral is not
permitted under the terms of the Credit Agreement, provided that the requisite
Lenders under such Credit Agreement shall have consented to such sale or
disposition in accordance with the terms thereof, or (c) if such release has
been approved by the requisite Lenders in accordance with Section
12.11 of the Credit Agreement.

         

        Section 7.14  WAIVER OF
JURY TRIAL.  EACH DEBTOR AND THE AGENT ACKNOWLEDGES ITS RIGHT
TO A TRIAL BY JURY IS A CONSTITUTIONAL ONE, AND WAIVES ITS RIGHTS TO A TRIAL BY
JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
BROUGHT BY EITHER SUCH PARTY AGAINST THE OTHER, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH DEBTOR AND THE AGENT AGREE
THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
JURY.  WITHOUT LIMITING THE FOREGOING, EACH SUCH PARTY FURTHER AGREES
THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO
ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,
TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT.

         

        Section 7.15  Consistent
Application.  The rights and duties created by this Agreement
shall, in all cases, be interpreted consistently with, and shall be in addition
to (and not in lieu of), the rights and duties created by the Credit Agreement
or the other Loan Documents.  In the event that any provision of this
Agreement shall be inconsistent with any provision of the Credit Agreement, such
provision of the Credit Agreement shall govern.

         

        Section 7.16  Continuing
Lien.  The security interest granted under this Security
Agreement shall be a continuing security interest in every respect (whether or
not the outstanding balance of the Indebtedness is from time to time temporarily
reduced to zero) and the Agent’s security interest in the Collateral as granted
herein shall continue in full force and effect for the entire duration that the
Credit Agreement remains in effect and until all of the Indebtedness are repaid
and discharged in full (other than contingent liabilities pursuant to any
indemnity, including without limitation Section
5.5 and Section
5.6 hereof, for claims which have not been asserted, or which have not
yet accrued), and no commitment (whether optional or obligatory) to extend any
credit under the Credit Agreement remain outstanding.

         

        Section 7.17  Determination
of Value of Collateral.

         

        The
following shall be the basis of any finder of fact’s determination of the value
of any Collateral which is the subject matter of a disposition giving rise to a
calculation of any surplus or deficiency under Section 9.615(f) of the
UCC:  (a) the Collateral which is the subject matter of the
disposition shall be valued in an “as is” condition as of the date of the
disposition, without nay assumption or expectation that such Collateral will be
repaired or improved in any matter; (b) the valuation shall be based upon an
assumption that the transferee of such Collateral desires a resale of the
Collateral for cash promptly (but no later than 30 days) following the
disposition; (c) all reasonable closing costs customarily borne by the seller in
commercial sales transactions relating to property similar to such Collateral
shall be deducted, including, without limitation, brokerage commissions, tax
prorations, attorneys’ fees, whether in-house or outside counsel is used, and
marketing costs, (d) the value of the collateral which is the subject matter of
the disposition shall be further discounted to account for any estimated holding
costs associated with maintaining such Collateral pending sale (to the extent
not accounted for in (c) above) and other maintenance, operational and ownership
expenses and (e) any expert opinion testimony given or considered in connection
with a determination of the value of such Collateral must be given by persons
having at least 5 years experience in appraising property similar to the
Collateral and who have conducted and prepared a complete written appraisal of
such Collateral taking into consideration the factors set forth
above.  The “value” of any such Collateral shall be a factor in
determining the amount of proceeds which would have been realized in a
disposition to a transferee other than the Agent or a Lender, a Person related
to the Agent or a Lender, or a secondary obligor under Section 9-615(f) of the
UCC.

         

        
          
             


          

          
            130

            
              

            

          

          
             


          

        


        IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the day and year first
written above.

         

        DEBTORS:

         

        


         

        STERLING
CONSTRUCTION COMPANY,

         

        INC.

         

        


         

        By:                                                                           

         

        Name:                                                                           

         

        Title                                                                           

         

        Address
for Notices:

         

        


         

        


         

        Fax
No.:

         

        Telephone
No.:

         

        Attention:

         

        TEXAS
STERLING CONSTRUCTION CO.

         

        


         

        By:                                                                           

         

        Name:                                                                           

         

        Title                                                                           

         

        Address
for Notices:

         

        


         

        


         

        Fax
No.:

         

        Telephone
No.:

         

        Attention:

         

        OAKHURST
MANAGEMENT

         

        CORPORATION

         

        


         

        By:                                                                           

         

        Name:                                                                           

         

        Title                                                                           

         

        Address
for Notices:

         

        


         

        


         

        Fax
No.:

         

        Telephone
No.:

         

        Attention:

         

        
          
             


          

          
            131

            
              

            

          

          
             


          

        


        AGENT:

         

         
 

         

        COMERICA BANK, as
Agent

         

        


         

        


         

        By:                                                                           

         

        Name:                                                                           

         

        Title                                                                           

         

        Address
for Notices:

         

        


         

        


         

        Fax
No.:

         

        Telephone
No.:

         

        Attention:

         

        
          
             


          

          
            132

            
              

            

          

          
             


          

        


        EXHIBIT
A

         

        TO

         

        SECURITY
AGREEMENT

         

        


         

        FORM OF
AMENDMENT

         

        This
Amendment to Security Agreement (“Amendment”), dated__________________, 20___,
is delivered pursuant to Section
4.8[(b)/(c)] of the Security Agreement referred to below. The undersigned
hereby agrees that this Amendment may be attached to the Security Agreement
dated as of October 31, 2007, between the undersigned and Comerica Bank, a
Michigan banking corporation, as the Agent for the benefit of the Lenders
referred to therein (the “Security Agreement”), and (a) [that the
intellectual property listed on Schedule
A]/[that the shares of stock,
membership interests, partnership units, notes or other instruments listed on
Schedule
A] annexed
hereto shall be and become part of the Collateral referred to in the Security
Agreement and shall secure payment and performance of all Indebtedness as
provided in the Security Agreement and (b) that Schedule
A shall be
deemed to amend [Schedule 1.1
/Schedule 1.2] by supplementing the
information provided on such Schedule with the information set forth on Schedule
A.

         

        This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  Each of the undersigned by execution of this Amendment
agrees that any copy of this Amendment signed by it and transmitted by facsimile
or email, or any other method for delivery shall be admissible in evidence as
the original itself in any judicial or administrative proceeding, whether or not
the original is in existence.

         

        Capitalized
terms used herein but not defined herein shall have the meanings therefor
provided in the Security Agreement.

         

        STERLING
CONSTRUCTION COMPANY, INC.

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        TEXAS
STERLING CONSTRUCTION CO.

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        OAKHURST
MANAGEMENT

         

        CORPORATION

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        ROAD AND HIGHWAY BUILDERS,
LLC

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        ROAD AND HIGHWAY BUILDERS
INC.

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        COMERICA BANK, as
Agent

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        
          
             


          

          
            133

            
              

            

          

          
             


          

        


        EXHIBIT
B

         

        


         

        JOINDER
AGREEMENT

         

        (Security
Agreement)

         

        THIS JOINDER AGREEMENT (the
“Joinder
Agreement”) is dated as of _______________, ____ by _______________, a
__________ (“New
Debtor”).

         

        WHEREAS, pursuant to Section
7.13 of that certain Credit Agreement dated as of October 31, 2007 (as
amended or otherwise modified from time to time, the “Credit
Agreement”) by and among Sterling Construction Company, Inc., a Delaware
corporation (“Ster1ing”),
and certain of its Subsidiaries (collectively, with Sterling, the “Borrowers”),
the financial institutions signatory thereto from time to time (the “Lenders”)
and Comerica Bank, a Michigan banking corporation, as Agent for the Lenders (in
such capacity, “Agent”),
the New Debtor is required to execute and deliver a joinder agreement to the
Security Agreement.

         

        WHEREAS, in order to comply
with the Credit Agreement, New Debtor executes and delivers this Joinder
Agreement in accordance therewith.

         

        NOW THEREFORE, as a further
inducement to Lenders to continue to provide credit accommodations to the
Borrowers, New Debtor hereby covenants and agrees as follows:

         

        A.           All
capitalized terms used herein shall have the meanings assigned to them in the
Credit Agreement unless expressly defined to the contrary.

         

        B.           New
Debtor hereby enters into this Joinder Agreement in order to comply with Section
7.13 of the Credit Agreement and does so in consideration of the Advances
made or to be made from time to time under the Credit Agreement and the other
Loan Documents.

         

        C.           Schedule
[insert appropriate Schedule] attached to this Joinder Agreement is intended to
supplement Schedule [insert appropriate Schedule] of the Security Agreement with
the respective information applicable to New Debtor.

         

        D.           New
Debtor shall be considered, and deemed to be, for all purposes of the Credit
Agreement, the Security Agreement and the other Loan Documents, a Debtor under
the Security Agreement as fully as though New Debtor had executed and delivered
the Security Agreement at the time originally executed and delivered under the
Credit Agreement and hereby ratifies and confirms its obligations under the
Security Agreement, all in accordance with the terms thereof and shall be deemed
to have made each representation and warranty set forth in the Security
Agreement.

         

        E.           No
Default or Event of Default (each such term being defined in the Credit
Agreement) has occurred and is continuing under the Credit
Agreement.

         

        F.           This
Joinder Agreement shall be governed by the laws of the State of Texas and shall
be binding upon New Debtor and its successors and assigns.

         

        G.           This
Joinder Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.  Each of the undersigned by execution of this
Joinder Agreement agrees that any copy of this Joinder Agreement signed by it
and transmitted by facsimile or email, or any other method for delivery shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence.

         

        IN
WITNESS WHEREOF, the undersigned New Debtor has executed and delivered this
Joinder Agreement as of ___________________, _____.

         

        [NEW
DEBTOR]

         

        


         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        Accepted:

        


        COMERICA
BANK, as Agent

        


        


        By:                                                      

        


        Its:                                                      


        
          
             


          

          
            134

            
              

            

          

          
             


          

        


        EXHIBIT
G

         

        


         

        JOINDER
AGREEMENT

         

        This
Joinder Agreement (this “Joinder Agreement”) is executed and delivered as of the
31st day of October, 2007 by each of the undersigned

         

        WHEREAS, Sterling Construction
Company, Inc., Texas Sterling Construction Co. and Oakhurst Management
Corporation and Comerica Bank as Administrative Agent (“Agent”) and the other
financial institutions party thereto from time to time (the “Lenders”) have
executed and delivered that certain Sterling Construction Company, Inc. Credit
Agreement dated as of October 31, 2007 (as the same may be amended,
restated or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Credit Agreement), pursuant to which the Lenders have made and has agreed
to make certain Advances pursuant to the terms and conditions set forth therein;
and

         

        WHEREAS, each of the
undersigned have requested that they also be able to request Advances and
receive extensions of credit under the Credit Agreement, and the Lenders have
agreed to such request;

         

        NOW, THEREFORE, in consideration of
the provisions contained herein and in the Credit Agreement, each of the
undersigned hereby agrees as follows:

         

        1.           By
execution and delivery of this Joinder Agreement, each of the undersigned shall,
and does hereby, become a Borrower under the Credit Agreement and a Debtor under
the Security Agreement, in each case as if an original signatory thereto, and
agrees to execute and deliver any such additional agreements, documents and
instruments in connection therewith as Agent shall reasonably
request.

         

        2.           Each
of the undersigned (a) acknowledges and agrees that the undersigned has
completely read and understands the Credit Agreement, the Security Agreement and
any other Loan Documents; (b) consents to and agrees to be bound by all of the
provisions of the Credit Agreement, the Security Agreement and any other Loan
Documents executed in connection therewith relating to undersigned; (c)
represents and warrants that (i) all of the representations and warranties set
forth in the Credit Agreement, the Security Agreement and any other Loan
Documents are, as to the undersigned, true and correct in all material respects
as of the date hereof and (ii) the Acquisition has been consummated on the terms
set forth in the Credit Agreement, and (d) acknowledges and agrees that this
Agreement, the Credit Agreement, the Security Agreement and the other Loan
Documents to which such undersigned is a party have been freely executed without
duress and after an opportunity was provided to the undersigned for review by
competent legal counsel of the undersigned’s choice.

         

        3.           Each
of the undersigned acknowledges and agrees that it shall be jointly and
severally liable with the other Borrowers for all of the loans and advances made
by Agent and any of the Lenders and all of the indebtedness, obligations and
liabilities to Agent and the Lenders under and pursuant to the terms of the
Credit Agreement, the Security Agreement or any of the other Loan Documents,
together with all of the Borrowers’ other indebtedness, obligations and
liabilities whatsoever to Agent or any other Lender arising under or in
connection with the Credit Agreement, the Security Agreement or any other Loan
Documents, whether matured or unmatured, liquidated or unliquidated, direct or
indirect, absolute or contingent, joint or several, due or to become due, now
existing or hereafter arising.

         

        4.           This
Joinder Agreement may be executed in counterparts which, taken together, shall
constitute an original.  This Joinder Agreement may be delivered by
facsimile or electronic (e.g., .pdf or .tif file) transmission with the same
effect as if an originally executed version of this Fee Letter had been
personally delivered to each of the parties hereto, whether or not an original
remains in existence.

         

        
          
             


          

          
            135

            
              

            

          

          
             


          

        


        ROAD AND HIGHWAY BUILDERS,
INC.

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        ROAD AND HIGHWAY BUILDERS,
LLC

         

        


         

        By:
Sterling Construction Company, Inc., its sole

         

               manager

         

        By:                                                                           

         

        


         

        Its:                                                                        

         

        
          
             


          

          
            136

            
              

            

          

          
             


          

        


        EXHIBIT
H

         

        


         

        FORM OF ASSIGNMENT
AGREEMENT

         

        


         Date:
_____________,2007

        


        To:           Borrowers

        


        and

        


        Comerica Bank, as the
Agent

        


        
          	
                  Re:

                	
                  Credit
      Agreement made as of October 31, 2007, (as amended, restated or otherwise
      modified from time to time, the “Credit Agreement”) by and among the
      financial institutions from time to time signatory thereto (individually a
      “Lender,” and any and all such financial institutions collectively the
      “Lenders”), Comerica Bank as Administrative Agent for the Lenders (in such
      capacity, the “Agent”), Arranger, Syndication Agent and Documentation
      Agent, Sterling Construction Company, Inc. (“Sterling”) and certain
      Subsidiaries of Sterling (together with Sterling, the “Borrowers” and each
      of them a “Borrower”).

                


        

        


        
          	
                   
      

                	
                  Ladies
      and Gentlemen:

                


        

        


        Reference
is made to Section 13.8 of the Credit Agreement. Unless otherwise defined herein
or the context otherwise requires, all initially capitalized terms used herein
without definition shall have the meanings specified in the Credit
Agreement.

         

        This
Assignment Agreement (“Agreement”) constitutes notice to each of you of the
proposed assignment and delegation by [insert name of
assignor] (the “Assignor”) to [insert name of assignee]
(the “Assignee”), and, subject to the terms and conditions of the Credit
Agreement, the Assignor hereby sells, assigns and transfers to the Assignee, and
the Assignee hereby purchases, assumes and accepts from the Assignor, effective
on the “Effective Date” (as hereafter defined) that undivided interest in each
of Assignor’s rights and obligations under the Credit Agreement and the other
Loan Documents in the amounts as set forth on the attached Schedule 1, such
that, after giving effect to the foregoing assignment and assumption, and the
concurrent assignment by Assignor to Assignee on the date hereof, the Assignee’s
interest in the Revolving Credit (and participations in any outstanding Letters
of Credit and Swing Line Advances) shall be as set forth in the attached
Schedule 2 with respect to the Assignee.

         

        The
Assignor hereby instructs the Agent to make all payments from and including the
Effective Date hereof in respect of the interest assigned hereby, directly to
the Assignee.  The Assignor and the Assignee agree that all interest
and fees accrued up to, but not including, the Effective Date of the assignment
and delegation being made hereby are the property of the Assignor, and not the
Assignee.  The Assignee agrees that, upon receipt of any such interest
or fees accrued up to the Effective Date, the Assignee will promptly remit the
same to the Assignor.

         

        The
Assignee hereby confirms that it has received a copy of the Credit Agreement and
the exhibits and schedules referred to therein, and all other Loan Documents
which it considers necessary, together with copies of the other documents which
were required to be delivered under the Credit Agreement as a condition to the
making of the loans thereunder.  The Assignee acknowledges and agrees
that it:  (a) has made and will continue to make such inquiries and
has taken and will take such care on its own behalf as would have been the case
had its Percentage been granted and its loans been made directly by such
Assignee to Borrowers without the intervention of the Agent, the Assignor or any
other Lender; and (b) has made and will continue to make, independently and
without reliance upon the Agent, the Assignor or any other Lender, and based on
such documents and information as it has deemed appropriate, its own credit
analysis and decisions relating to the Credit Agreement.  The Assignee
further acknowledges and agrees that neither the Agent, nor the Assignor has
made any representations or warranties about the creditworthiness of Borrowers
or any other party to the Credit Agreement or any other of the Loan Documents,
or with respect to the legality, validity, sufficiency or enforceability of the
Credit Agreement, or any other of the Loan Documents.  This assignment
shall be made without recourse to or warranty by the Assignor, except as set
forth herein.

         

        Assignee
represents and warrants that (i) it is a Person to which assignments are
permitted pursuant to Section 13.8 of the Credit Agreement; (ii) it has full
power and authority and has taken all action necessary to execute and deliver
this Agreement and any and all other documents required or permitted to be
executed or delivered by it in connection with this Agreement and to fulfill its
obligations under and to consummate the transactions contemplated by this
Agreement and no governmental authorizations or other authorizations are
required in connection therewith; and (iii) this Agreement constitutes the
legal, valid and binding obligation of the Assignee.

         

        Except as
otherwise provided in the Credit Agreement, effective as of the Effective
Date:

         

        
          	
                   
      

                	
                  (a)

                	
                  the
      Assignee: (i) shall be deemed automatically to have become a party to the
      Credit Agreement and the other Loan Documents, to have assumed all of the
      Assignor’s obligations thereunder to the extent of the Assignee’s
      percentage referred to in the second paragraph of this Agreement, and to
      have all the rights and obligations of a party to the Credit Agreement and
      the other Loan Documents, as if it were an original signatory thereto to
      the extent specified in the second paragraph hereof; and (ii) agrees to be
      bound by the terms and conditions set forth in the Credit Agreement and
      the other Loan Documents as if it were an original signatory thereto;
      and

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  the
      Assignor’s obligations under the Credit Agreement and the other Loan
      Documents shall be reduced by the Percentage referred to in the second
      paragraph of this Agreement.

                


        

         

        As used
herein, the term “Effective Date” means the date on which all of the following
have occurred or have been completed or waived by Agent, as reasonably
determined by the Agent:

         

        
          	
                   
      

                	
                  (1)

                	
                  the
      delivery to the Agent of this Agreement executed by the Assignor and the
      Assignee;

                


        

         

        
          	
                   
      

                	
                  (2)

                	
                  the
      payment to the Agent, of all accrued fees, expenses and other items for
      which reimbursement is then owing under the Credit
    Agreement;

                


        

         

        
          	
                   
      

                	
                  (3)

                	
                  the
      payment to the Agent of the $5,000 processing fee referred to in Section
      13.8(d)(ii) of the Credit Agreement;
and

                


        

         

        
          	
                   
      

                	
                  (4)

                	
                  all
      other restrictions and items noted in Section 13.8 of the Credit Agreement
      have been completed.

                


        

         

        The Agent
shall notify the Assignor and the Assignee, along with Borrowers, of the
Effective Date.

         

        The
Assignee hereby advises each of you of the following administrative details with
respect to the assigned loans:

         

        
          	
                   
      

                	
                  (A)

                	
                  Address
      for Notices:

                


        

         

        


         

        
          	
                   
      

                	
                  Institution
      Name:

                


        

         

        


         

        
          	
                   
      

                	
                  Address:

                


        

         

        


         

        
          	
                   
      

                	
                  Attention:

                


        

         

        


         

        
          	
                   
      

                	
                  Telephone:

                


        

         

        


         

        
          	
                   
      

                	
                  Facsimile:

                


        

         

        
          	
                   
      

                	
                  (B)

                	
                  Payment
      Instructions:

                


        

         

        
          	
                   
      

                	
                  (C)

                	
                  Proposed
      effective date of assignment.

                


        

         

        The
Assignee has delivered to the Agent (or is delivering to the Agent concurrently
herewith) the tax forms referred to in Section 13.13 of the Credit Agreement to
the extent required thereunder, and other forms reasonably requested by the
Agent. The Assignor has delivered to the Agent (or shall promptly deliver to
Agent following the execution hereof), the original of each Note held by the
Assignor under the Credit Agreement.

         

        The laws
of the State of Texas shall govern the validity, interpretation and enforcement
of this Agreement (without giving effect to internal principles of conflict of
law).

         

        This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts of this Agreement, when taken together, shall constitute but one
and the same instrument.  The undersigned by execution of this
Agreement agrees that any copy of this document signed by it and transmitted by
facsimile or email, or any other method for delivery shall be admissible in
evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence.

         

        *  *  *

         

        [SIGNATURES
FOLLOW ON SUCCEEDING PAGE]

         

        
          
             


          

          
            137

            
              

            

          

          
             


          

        


        Please
evidence your consent to and acceptance of the proposed assignment and
delegation set forth herein by signing and returning counterparts hereof to the
Assignor and the Assignee.

         

        [ASSIGNOR]

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        [ASSIGNEE]

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

        ASSIGNMENT
AGREEMENT ACCEPTED AND CONSENTED TO

        this ____
day of __________, 20___ BY:

        


        COMERICA BANK, as
Agent

        


        


        By:           

        


        Its:           

        


        


        STERLING CONSTRUCTION COMPANY,
INC.,

        as
Borrower Representative

        


        


        By:           

        


        Its:           

        


        [*Borrower
Representative consent will be required except as specified in the Credit
Agreement.]

        


        [This
form of Assignment Agreement (including footnotes) is subject in all respects to
the terms and conditions of the Credit Agreement which shall govern in the event
of any inconsistencies or omissions.]

         

        
          
             


          

          
            138

            
              

            

          

          
             


          

        


        EXHIBIT
I

         

        


         

        Intentionally
Omitted

         

        



        
          
             


          

          
            139

            
              

            

          

          
             


          

        


        EXHIBIT
J

         

        


         

        FORM OF COVENANT COMPLIANCE
REPORT

         

        TO:           Comerica
Bank, as Agent

        


        RE:           Credit
Agreement made as of October 31, 2007, (as amended, restated or otherwise
modified from time to time, the “Credit Agreement”) by and among the financial
institutions from time to time signatory thereto (individually a “Lender,” and
any and all such financial institutions collectively the “Lenders”), Comerica
Bank as Administrative Agent for the Lenders (in such capacity, the “Agent”),
Arranger, Syndication Agent and Documentation Agent, Sterling Construction
Company, Inc. (“Sterling”), and certain Subsidiaries of Sterling (together with
Sterling, the “Borrowers” and each of them a “Borrower”).

        


        This
Covenant Compliance Report (“Report”) is furnished pursuant to Section 7.2(a) of
the Credit Agreement and sets forth various information as of ________________,
______ (the “Computation Date”).

        


        
          	
                  1.

                	
                  Fixed Charge Coverage
      Ratio (Section 7.9(a)).  On the Computation Date, the
      Fixed Charge Coverage Ratio, which is required to be not less than 1.25 to
      1.00 was ____ to 1.00, as computed in the supporting documents attached
      hereto as Schedule 1.

                


        

        


        
          	
                  2.

                	
                  Leverage Ratio
      (Section 7.9(b)).  On the Computation Date, the Leverage
      Ratio, which is required to be not more than _____ to 1.00 was _____ to
      1.00, as computed in the supporting documents attached hereto as Schedule
      2.

                


        

        


        
          	
                  3.

                	
                  Minimum Tangible Net
      Worth (Section 7.9(c)).  On the Computation Date, the
      Minimum Tangible Net Worth, which is required to be not less than
      $___________ was $_________, as computed in the supporting documents
      attached hereto as Schedule 3.

                


        

        


        
          	
                  4.

                	
                  Asset Coverage Ratio
      (7.9(d)).  On the Computation Date, the Asset Coverage
      Ratio, which is required to be not less than 1.25 to 1.00 was ______ to
      1.00, as computed in the supporting documents attached hereto as Schedule
      4.

                


        

        


        
          	
                  5.

                	
                  Losses
      (7.9(e)).  On the Computation Date, Sterling and its
      Consolidated Subsidiaries have Net Income for the prior two consecutive
      fiscal quarters then ending of
$________.

                


        

        


        
          	
                  6.

                	
                  Pricing Leverage
      Ratio.  On the Computation Date, the Pricing Leverage
      Ratio was _____ to 1.00, as computed in the supporting documents attached
      hereto as Schedule 6.

                


        

        


        The
undersigned Responsible Officer of the Borrower Representative hereby certifies,
solely in the capacity as a Responsible Officer of Borrower Representative and
not in an individual capacity, that:

         

        A.           To
the best of my knowledge, all of the information set forth in this Report (and
in any Schedule attached hereto) is true and correct in all material
respects.

         

        B.           To
the best of my knowledge, the representations and warranties of the Credit
Parties contained in the Credit Agreement and in the Loan Documents are true and
correct in all material respects with the same effect as though such
representations and warranties had been made on and at the date hereof except to
the extent that such representations and warranties expressly relate to an
earlier specific date, in which case such representations and warranties were
true and correct in all material respects as of the date when made.

         

        C.           I
have reviewed the Credit Agreement and this Report is based on an examination
sufficient to assure that this Report is accurate.

         

        D.           To
the best of my knowledge, except as stated in Schedule 7 hereto (which shall
describe any existing Default or Event of Default and the notice and period of
existence thereof and any action taken with respect thereto or contemplated to
be taken by Borrowers or any other Credit Party), no Default or Event of Default
has occurred and is continuing on the date of this Report.

         

        Capitalized
terms used in this Report and in the Schedules hereto, unless specifically
defined to the contrary, have the meanings given to them in the Credit
Agreement.

         

        The
undersigned by execution of this document agrees that any copy of this document
signed by it and transmitted by facsimile or email, or any other method for
delivery shall be admissible in evidence as the original itself in any judicial
or administrative proceeding, whether or not the original is in
existence

         

        IN
WITNESS WHEREOF, the Borrower Representative has caused this Report to be
executed and delivered by a Responsible Officer of the Borrower Representative
this ______ day of ________________, ______.

         

        STERLING
CONSTRUCTION COMPANY,

         

        INC., as Borrower
Representative

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      



        
          
             


          

          
            140

            
              

            

          

          
             


          

        


        EXHIBIT
K

         

        


         

        Intentionally
Omitted

         

        



        
          
             


          

          
            141

            
              

            

          

          
             


          

        


        EXHIBIT
L

         

        


         

        Intentionally
Omitted

         

        



        
          
             


          

          
            142

            
              

            

          

          
             


          

        


        EXHIBIT
M

         

        


         

        FORM OF SWING LINE
PARTICIPATION CERTIFICATE

         

         ___________________,2007

        


        [Name of Lender]

        


        
          	
                  Re:

                	
                  Credit
      Agreement made as of October 31, 2007, (as amended, restated or otherwise
      modified from time to time, the “Credit Agreement”) by and among the
      financial institutions from time to time signatory thereto (individually a
      “Lender,” and any and all such financial institutions collectively the
      “Lenders”), Comerica Bank as Administrative Agent for the Lenders (in such
      capacity, the “Agent”), Arranger, Syndication Agent and Documentation
      Agent, Sterling Construction Company, Inc. (“Sterling”) and certain
      Subsidiaries of Sterling (together with Sterling, the “Borrowers” and each
      of them a “Borrower”).

                


        

        


        
          	
                   
      

                	
                  Ladies
      and Gentlemen:

                


        

        


        Pursuant
to Section 2.5(e)(ii) of the Credit Agreement, the undersigned hereby
acknowledges receipt from you of $_____________________ as payment for a
participating interest in the following Swing Line Loan:

         

        Date of
Swing Line Loan:_______________________________

         

        Principal
Amount of Swing Line Loan:________________________

         

        The
participation evidenced by this certificate shall be subject to the terms and
conditions of the

        Credit
Agreement including without limitation Section 2.5(e) thereof. Capitalized terms
used

        herein,
except as defined to the contrary, shall have the meanings given them in the
Credit

        Agreement.

        


        *  *  *

        


        [SIGNATURES
FOLLOW ON SUCCEEDING PAGE]


        
          
             


          

          
            143

            
              

            

          

          
             


          

        


        Very
truly yours,

         

        


         

        COMERICA BANK, as
Agent

         

        


         

        


         

        By:                                                                           

         

        


         

        Its:      

         

      

    

    
      
        Detroit_801261_9

         


      

      
        144

        
          

        

      

      
         


      

    


    Schedule
1.1

     

    Applicable
Margin Grid

     

    Credit
Agreement

     

    (basis
points per annum)

     

    


    
      	
              Basis
      for Pricing

            	
              Level
      I

            	
              Level
      II

            	
              Level
      III

            
	
              Pricing
      Leverage Ratio*

            	
              <1.00

            	
              >1.00 but <1.75

            	
              >1.75

            
	
              Revolving
      Credit Eurodollar Margin

            	
              125.00

            	
              175.00

            	
              225.00

            
	
              Revolving
      Credit Prime-Based Rate Margin

            	
              0.00

            	
              25.00

            	
              50.00

            
	
              Revolving
      Credit Facility Fee

            	
              25.00

            	
              25.00

            	
              25.00

            
	
              Letter
      of Credit Fees (exclusive of facing fees)

            	
              125.00

            	
              175.00

            	
              225.00

            


    

    


    * Definition as set forth in the Credit
Agreement.

    ** Level
II pricing shall be in effect until the delivery of the financial statements for
the quarter ending December 31, 2007, after which time the pricing grid shall
govern.


    
      
        Detroit_801261_9

         


      

      
        145

        
          

        

      

      
         


      

    


    Schedule
1.2

    Percentages
and Allocations

    Credit
Agreement

    


    


    
      	
               

              LENDERS

               

            	
              REVOLVING
      CREDIT

              PERCENTAGE

            	
              REVOLVING
      CREDIT ALLOCATIONS

            
	
               

              Comerica
      Bank

            	
              100%

            	
              $75,000,000

            
	
               

              TOTALS

            	
              100%

            	
              $75,000,000

               

            


    

    


    
      
        
          


           

        

        Detroit_801261_9

         


      

      
        146

        
          

        

      

      
         


      

    


    Schedule
1.3

    Compliance
Information

    
      	
               

              Correct Legal Name

               

            	
               

              Address

            	
               

              Type of Organization

            	
               

              Jurisdiction of
Organization

            	
               

              Tax identification number and other identification
      numbers

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

     

    
      
        Detroit_801261_9

         


      

      
        147

        
          

        

      

      
         


      

    


    Schedule
Number 1.4

     

    Existing
Comerica Loans

     

    Term Loan
maturing May 28, 2008 with a principal balance of $ 37,463.00

     

    Term Loan
maturing June 18, 2016 with a principal balance of $ 635,555.64

     

    Term Loan
(un-drawn) for $1,500,000

     

    $35
Million Revolving Credit Facility:

     

    No
amounts are outstanding under, and no further draws will be made on, this
facility.

    __________________

     

    
      
        
          Detroit_801261_9

           


        

        
          148

          
            

          

        

        
           


        

      

    

    


    Schedule
Number 1.5

     

    List of
Existing Letters of Credit

     

    Standby
letter of Credit benefiting Hartford Fire Insurance Company

    Expiring
April 1, 2008 in the amount of $1,484,000

     

    ____________________

     

    
      
        
          Detroit_801261_9

           


        

        
          149

          
            

          

        

        
           


        

      

    

    


    Schedule Number
5.1(c)

     

    Credit
Parties' jurisdiction of organization

     

    See
Schedule 1.3


    
      
        Detroit_801261_9

         


      

      
        150

        
          

        

      

      
         


      

    


    Schedule
Number 5.2

     

    Jurisdictions
where each Credit Party is authorized to do business

     

    
      	
              Credit
      Party

            	
              Jurisdiction

            
	
              Sterling
      Construction Company, Inc.

              2751
      Centerville Road — Suite 3131

              Wilmington,
      Delaware 19803

            	
              Delaware

            
	
              Oakhurst
      Management Corporation

              20810
      Fernbush Lane

              Houston
      Texas 77073

            	
              Texas
      & Massachusetts

            
	
              Texas
      Sterling Construction Co.

              20810
      Fernbush Lane

              Houston
      Texas 77073

            	
              Delaware
      & Texas &

              Arizona
      (sub nom. Texas
      Sterling Construction, L.P.)

            
	
              Road
      and Highway Builders, LLC

              96
      Glen Carran Circle — Suite # 106

              Sparks,
      Nevada   89431

               

            	
              Nevada

            
	
              Road
      and Highway Builders Inc.

              96
      Glen Carran Circle — Suite # 106

              Sparks,
      Nevada   89431

            	
              Nevada
      & California

            


    

     

    
      
        Detroit_801261_9

         


      

      
        151

        
          

        

      

      
         


      

    


    Schedule Number
6.3(b)

     

    List of
all real property owned by each Credit Party

     

    
      	
              Credit
      Party

            	
              Description
      of Real Estate

            
	
              Sterling
      Construction Company, Inc.

            	
              None

            
	
              Oakhurst
      Management Corporation

            	
              None

            
	
              Texas
      Sterling Construction Co.

            	
              20810
      Fernbush Lane, Houston, Harris County, Texas — 6.359 acres

              Includes
      14,400 sq. ft. office (tilt wall const.) and two maintenance facility
      buildings (steel) of 8,000 square feet and 7,500 square
    feet

            
	 
      	
              20810
      Fernbush Lane, Houston, Harris County, Texas — 10.24 acres (under
      contract)

              For
      expansion to the main facility (closing mid December
  2007)

            
	 
      	
              Loop
      21050 Loop 494, New Caney, Montgomery County, Texas — 4.33
      acres

              Project
      yard with temporary buildings.

            
	 
      	
              Bauer
      Road, Cypress, Harris County, Texas — 64.839 acres

              Batch
      plant location and materials yard

            
	 
      	
              St.
      Hedwig Street, San Antonio, Bexar County, Texas — 50.7 acres

              Vacant
      lot

            
	 
      	
              5001
      West Rock Island Road, Grand Prairie, Dallas County, Texas — 4.466
      acres

              Vacant
      lot

            
	 
      	
              20505
      Essman, Houston, Harris County, Texas — 5.0 acres

              Vacant
      storage lot

            
	
              Road
      and Highway Builders, LLC

            	
              500
      Nevada Blvd., Lovelock, Pershing County, Nevada — 4.56 acres

              7,200
      square-foot combined office and maintenance shop
(steel)

            
	 
      	
              Nevada
      Blvd., Lovelock, Pershing County, Nevada — 39.99 acres

              Storage
      and materials yard with Quonset hut.

            
	
              Road
      and Highway Builders Inc.

            	
              None

            


    


    
      
        Detroit_801261_9

         


      

      
        152

        
          

        

      

      
         


      

    


    Schedule
Number 6.4

     

    Exceptions
to tax filings

     

    NONE

     

    
      
        Detroit_801261_9

         


      

      
        153

        
          

        

      

      
         


      

    


    Schedule
Number 6.7

     

    List of
any existing violations of law that would have a material adverse
effect

     

    NONE


    
      
        Detroit_801261_9

         


      

      
        154

        
          

        

      

      
         


      

    


    Schedule
Number 6.9

     

    List of
any litigation that would have a material adverse effect

     

    NONE


    
      
        Detroit_801261_9

         


      

      
        155

        
          

        

      

      
         


      

    


    Schedule
Number 6.10

     

    List of
third party consents (if any) needed for the loan transaction

     

    NONE


    
      
        Detroit_801261_9

         


      

      
        156

        
          

        

      

      
         


      

    


    Schedule
Number 6.13

     

    List of
Benefit Plans

     

    
      	
              Credit
      Party

            	
              Plan

            
	
              Sterling
      Construction Company, Inc.

            	
              None

            
	
              Oakhurst
      Management Corporation

            	
              None

            
	
              Texas
      Sterling Construction Co.

            	
              Health Insurance —
      Group & Pension Administrators

            
	 
      	
              Company-Paid Basic Life &
      AD&D — Guardian Life Insurance Company

            
	 
      	
              Dental & Voluntary Life
      Insurance — Guardian Life Insurance Company

            
	 
      	
              Vision – Group &
      Pension Administrators & Guardian Life Insurance
    Company

            
	 
      	
              Short–Term & Long-Term
      Disability — Guardian Life Insurance Company

            
	 
      	
              Employee Assistance
      Program – Guardian Life Insurance Company

            
	 
      	
              Credit Union – Smart
      Financial

            
	 
      	
              401K Plan — Fidelity
      Management Trust Company

              The
      Company matches employee contributions at a rate of 50% of the first 6% of
      employee contributions.

            
	
              Oakhurst
      Management Corporation

            	
              None

            
	
              Road
      and Highway Builders, LLC

            	
              None
      (Employees participated in the benefit plans of RHB LLC's 50% Member,
      Fisher Sand & Gravel Co.)

            
	
              Road
      and Highway Builders Inc.

            	
              None

            


    

     

    
      
        Detroit_801261_9

         


      

      
        157

        
          

        

      

      
         


      

    


    Schedule
Number 6.15

     

    List of
any violations or proceedings involving environmental laws

     

    NONE


    
      
        Detroit_801261_9

         


      

      
        158

        
          

        

      

      
         


      

    


    Schedule
Number 6.16

     

    List of
Subsidiaries of each Credit Party

     

    
      	
              Credit
      Party

            	
              Subsidiaries

            
	
              Sterling
      Construction Company, Inc.

              2751
      Centerville Road — Suite 3131

              Wilmington,
      Delaware 19803

            	
              Oakhurst
      Management Corporation

              Texas
      Sterling Construction Co.

              Road
      and Highway Builders, LLC

              Road
      and Highway Builders Inc.

            
	
              Oakhurst
      Management Corporation

              20810
      Fernbush Lane

              Houston
      Texas 77073

            	
              None

            
	
              Texas
      Sterling Construction Co.

              20810
      Fernbush Lane

              Houston
      Texas 77073

            	
              None

            
	
              Road
      and Highway Builders, LLC

              96
      Glen Carran Circle — Suite # 106

              Sparks,
      Nevada   89431

               

            	
              None

            
	
              Road
      and Highway Builders Inc.

              96
      Glen Carran Circle — Suite # 106

              Sparks,
      Nevada   89431

            	
              None

            


    

     

    
      
        Detroit_801261_9

         


      

      
        159

        
          

        

      

      
         


      

    


    Schedule
Number 6.19

     

    List of
all trade names used by each Credit Party in the last five years.

     

    
      	
              Credit
      Party

            	
              Trade
      Names

            
	
              Sterling
      Construction Company, Inc.

            	
              Sterling
      Construction Company

            
	
              Oakhurst
      Management Corporation

            	
              None

            
	
              Texas
      Sterling Construction Co.

            	
              Texas
      Sterling Construction

              RDI
      Foundation Drilling

            
	
              Road
      and Highway Builders, LLC

               

            	
              Road
      and Highway Builders

            
	
              Road
      and Highway Builders Inc.

            	
              None

            


    

     

    
      
        Detroit_801261_9

         


      

      
        160

        
          

        

      

      
         


      

    


    Schedule
Number 6.20

     

    
      	
               
      

            	
              Equity
      Interests of each Credit Party including
—

            


    

     

    
      	
               
      

            	
              (1)

            	
              All
      authorized, and issued and outstanding Equity Interests of each Credit
      Party.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      par value of such Equity Interests.

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      holders of such Equity Interests (other than for
  Sterling).

            


    

     

    
      	
               
      

            	
              (4)

            	
              List
      of any preemptive or other outstanding rights, options, warrants,
      conversion rights or similar agreements for the purchase of such Equity
      Interests.

            


    

     

    
      	
              Authorized
      Equity

            	
              Issued
      & Outstanding

            	
              Par
      Value

            	
              Holder

            	
              Outstanding
      Rights

            
	
              Sterling
      Construction Company, Inc.

            
	
              14,000
      Common

              1,000,000
      Preferred

            	
              11,017,890
      (1)

              None

            	
              $0.01
      per share

              $0.01
      per share

            	
              Not
      required

              None

            	
              See
      footnote (2)

            
	
              Oakhurst
      Management Corporation

            
	
              1,000
      Common

            	
              1,000

            	
              $1.00
      per share

            	
              Sterling
      Construction Company, Inc.

            	
              None

            
	
              Texas
      Sterling Construction Co.

            
	
              1,000
      Common

            	
              100

            	
              $0.01
      per share

            	
              Sterling
      Construction Company, Inc.

            	
              None

            
	
              Road
      and Highway Builders, LLC

            
	
              N/A

            	
              N/A

            	
              N/A

            	
              Sterling
      Construction Company, Inc.

            	
              None

            
	
              Road
      and Highway Builders Inc.

            
	
              1,000

            	
              1,000

            	
              $10.00

            	
              Sterling
      Construction Company, Inc.

            	
              None

            


    

     

    ________________

     

    
      	
              (1)  

            	
              At
      September 30, 2007.

            


    

     

    
      	
              (2)  

            	
              At
      September 30, 2007, there were warrants outstanding and currently
      exercisable at $1.50 per share to purchase 356,266 shares of Sterling
      Construction Company, Inc.'s common stock.  The warrants expire
      on July 18, 2011.

            


    

     

    See attached report of options
outstanding at September 30, 2007.

    

      
        
           


        

        
          161

          
            

          

        

        
           


        

      


      
        	
                Sterling
      Construction Company, Inc.

              	 
      	
                OUTSTANDING
      AND EXERCISABLE BY PRICE

                AS
      OF 9/30/2007

              	 
      	 
      	 
      	
                Page:                 1

                File:          Osprice

                Date:                 10/26/2007

                Time:                 5:35:52
      PM

              
	
                Name

              	
                ID                  Number

              	
                Option

                Date

              	
                Expiration

                Date

              	
                Remaining

                Life
      in Years

              	 
      	
                Option

                Price

              	 
      	
                Shares

                Outstanding

              	
                Shares

                Exercisable

              
	
                Abernathy,
      John D.

              	
                008                  000517

              	
                5/7/2007

              	
                5/7/2008

              	 
      	
                0.60

              	 
      	 
      	
                $0.000

              	
                1,598

              	
                0

              
	
                Abernathy,
      John D.

              	
                008                  000395

              	
                5/19/2005

              	
                5/19/2015

              	 
      	
                7.63

              	 
      	 
      	
                $6.870

              	
                5,000

              	
                5,000

              
	
                Abernathy,
      John D.

              	
                008                  000258

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	 
      	
                $1.500

              	
                12,000

              	
                12,000

              
	
                Abernathy,
      John D.

              	
                008                  000225

              	
                5/1/2001

              	
                5/1/2011

              	 
      	
                3.58

              	 
      	 
      	
                $0.750

              	
                1,166

              	
                1,166

              
	
                Abernathy,
      John D.

              	
                008                  000217

              	
                5/1/2000

              	
                5/1/2010

              	 
      	
                2.58

              	 
      	 
      	
                $1.063

              	
                3,000

              	
                3,000

              
	
                Abernathy,
      John D.

              	
                008                  000194

              	
                5/1/1999

              	
                5/1/2009

              	 
      	
                1.58

              	 
      	 
      	
                $0.938

              	
                3,000

              	
                3,000

              
	
                Abernathy,
      John D.

              	
                008                  000189

              	
                5/1/1998

              	
                5/1/2008

              	 
      	
                0.58

              	 
      	 
      	
                $0.844

              	
                3,000

              	
                3,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                3.59

              	
                Avg.
      Out.

              	 
      	
                $2.147

              	
                28,764

              	
                27,166

              
	 
      	
                Account:
      Abernathy, John D.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $2.273

              	 
      	 
      
	
                Allen,
      James H

              	
                181                  000521

              	
                8/7/2007

              	
                8/7/2017

              	 
      	
                9.85

              	 
      	 
      	
                $18.990

              	
                13,707

              	
                0

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                9.85

              	
                Avg.
      Out.

              	 
      	
                $18.990

              	
                13,707

              	
                0

              
	 
      	
                Account:
      Allen, James H

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $0.000

              	 
      	 
      
	
                Barefield,
      Stephen

              	
                163                  000476

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                500

              	
                100

              
	
                Barefield,
      Stephen

              	
                163                  000440

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                900

              	
                360

              
	
                Barefield,
      Stephen

              	
                163                  000332

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                2,000

              	
                1,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.40

              	
                Avg.
      Out.

              	 
      	
                $9.973

              	
                3,400

              	
                1,460

              
	 
      	
                Account:
      Barefield, Stephen

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $7.988

              	 
      	 
      
	
                Barzun,
      Roger M.

              	
                002                  000477

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                600

              	
                120

              
	
                Barzun,
      Roger M.

              	
                002                  000436

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                1,000

              	
                400

              
	
                Barzun,
      Roger M.

              	
                002                  000383

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                2,000

              	
                2,000

              
	
                Barzun,
      Roger M.

              	
                002                  000187

              	
                2/4/1998

              	
                2/4/2008

              	 
      	
                0.35

              	 
      	 
      	
                $0.875

              	
                3,980

              	
                3,980

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                2.69

              	
                Avg.
      Out.

              	 
      	
                $5.487

              	
                7,580

              	
                6,500

              
	 
      	
                Account:
      Barzun, Roger M.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $2.988

              	 
      	 
      
	
                Binford,
      Matthew

              	
                165

              	
                000478

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                500

              	
                100

              
	
                Binford,
      Matthew

              	
                165

              	
                000447

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                600

              	
                240

              
	
                Binford,
      Matthew

              	
                165

              	
                000333

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                1,000

              	
                600

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.05

              	
                Avg.
      Out.

              	 
      	
                $12.273

              	
                2,100

              	
                940

              
	 
      	
                Account:
      Binford, Matthew

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $8.945

              	 
      	 
      
	
                Callahan,
      Joseph

              	
                170                  000335

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                500

              	
                300

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                6.87

              	
                Avg.
      Out.

              	 
      	
                $3.100

              	
                500

              	
                300

              
	 
      	
                Account:
      Callahan, Joseph

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $3.100

              	 
      	 
      
	
                Castro,
      Salvador

              	
                152                  000336

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                300

              	
                100

              
	
                Castro,
      Salvador

              	
                152                  000327

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                320

              	
                160

              


      

      

        
          
             


          

          
            162

            
              

            

          

          
             


          

        

      

       

      Sterling
Construction Company,
Inc.                                                                               OUTSTANDING
AND EXERCISABLE BY
PRICE                                                                                                              Page:
2

      AS
OF 9/30/2007                                                                                                               File:          Osprice

      Date: 10/26/2007

      Time:
5:35:52 PM

      
        	
                Name

              	
                ID                  Number

              	
                Option

                Date

              	
                Expiration

                Date

              	
                Remaining

                Life
      in Years

              	
                Option

                Price

              	 
      	
                Shares

                Outstanding

              	
                Shares

                Exercisable

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                6.36

              	
                Avg.
      Out.

              	
                $3.074

              	 
      	 
      
	
                620

              	
                260

              
	 
      	
                Account:
      Castro, Salvador

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $3.069

              	 
      	 
      
	
                Chapa,
      Juan D.

              	
                144                  000480

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	
                $25.210

              	
                400

              	
                80

              
	
                Chapa,
      Juan D.

              	
                144                  000441

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	
                $16.780

              	
                700

              	
                280

              
	
                Chapa,
      Juan D.

              	
                144                  000337

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	
                $3.100

              	
                2,000

              	
                1,200

              
	
                Chapa,
      Juan D.

              	
                144                  000321

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	
                $3.050

              	
                2,000

              	
                1,600

              
	
                Chapa,
      Juan D.

              	
                144                  000266

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	
                $1.725

              	
                2,000

              	
                2,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.46

              	
                Avg.
      Out.

              	
                $5.293

              	
                7,100

              	
                5,160

              
	 
      	
                Account:
      Chapa, Juan D

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $3.637

              	 
      	 
      
	
                Clark,
      Samuel

              	
                136

              	
                000481

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	
                $25.210

              	
                600

              	
                120

              
	
                Clark,
      Samuel

              	
                136

              	
                000451

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	
                $16.780

              	
                1,200

              	
                480

              
	
                Clark,
      Samuel

              	
                136

              	
                000338

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	
                $3.100

              	
                2,500

              	
                1,500

              
	
                Clark,
      Samuel

              	
                136

              	
                000313

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	
                $3.050

              	
                2,000

              	
                1,600

              
	
                Clark,
      Samuel

              	
                136

              	
                000267

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	
                $1.725

              	
                2,000

              	
                2,000

              
	
                Clark,
      Samuel

              	
                136

              	
                000232

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	
                $1.500

              	
                2,400

              	
                2,400

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.01

              	
                Avg.
      Out.

              	
                $5.249

              	
                10,700

              	
                8,100

              
	 
      	
                Account:
      Clark, Samuel

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $3.415

              	 
      	 
      
	
                Coates,
      Garland P.

              	
                141

              	
                000339

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	
                $3.100

              	
                800

              	
                480

              
	
                Coates,
      Garland P.

              	
                141

              	
                000318

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	
                $3.050

              	
                800

              	
                640

              
	
                Coates,
      Garland P.

              	
                141

              	
                000268

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	
                $1.725

              	
                200

              	
                200

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                6.20

              	
                Avg.
      Out.

              	
                $2.925

              	
                1,800

              	
                1,320

              
	 
      	
                Account:
      Coates, Garland P.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $2.867

              	 
      	 
      
	
                Cohlmeyer,
      Roger

              	
                154

              	
                000340

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	
                $3.100

              	
                800

              	
                480

              
	
                Cohlmeyer,
      Roger

              	
                154

              	
                000325

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	
                $3.050

              	
                800

              	
                640

              
	
                Cohlmeyer,
      Roger

              	
                154

              	
                000270

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	
                $1.725

              	
                500

              	
                500

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                6.00

              	
                Avg.
      Out.

              	
                $2.754

              	
                2,100

              	
                1,620

              
	 
      	
                Account:
      Cohlmeyer, Roger

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $2.656

              	 
      	 
      
	
                Colombo,
      Anthony F.

              	
                129

              	
                000482

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	
                $25.210

              	
                600

              	
                0

              
	
                Colombo,
      Anthony F.

              	
                129

              	
                000483

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	
                $25.210

              	
                400

              	
                200

              
	
                Colombo,
      Anthony F.

              	
                129

              	
                000465

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	
                $24.960

              	
                3,633

              	
                3,633

              
	
                Colombo,
      Anthony F.

              	
                129

              	
                000466

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	
                $24.960

              	
                3,867

              	
                3,867

              
	
                Colombo,
      Anthony F.

              	
                129

              	
                000416

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	
                $16.780

              	
                300

              	
                300

              
	
                Colombo,
      Anthony F.

              	
                129

              	
                000438

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	
                $16.780

              	
                1,200

              	
                300

              
	
                Colombo,
      Anthony F.

              	
                129

              	
                000406

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	
                $9.690

              	
                7,380

              	
                7,380

              
	
                Colombo,
      Anthony F.

              	
                129

              	
                000407

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	
                $9.690

              	
                120

              	
                120

              


      

       

      
        
           


        

        
          163

          
            

          

        

        
           


        

      


      
        	
                Sterling
      Construction Company, Inc.

              	 
      	
                OUTSTANDING
      AND EXERCISABLE BY PRICE

                AS
      OF 9/30/2007

              	 
      	 
      	 
      	
                Page:                 3

                File:          Osprice

                Date:                 10/26/2007

                Time:                 5:35:52
      PM

              
	
                Name

              	
                ID                  Number

              	
                Option

                Date

              	
                Expiration

                Date

              	
                Remaining

                Life
      in Years

              	 
      	
                Option

                Price

              	 
      	
                Shares

                Outstanding

              	
                Shares

                Exercisable

              
	
                Colombo,
      Anthony F.

              	
                129                  000341

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                3,500

              	
                2,100

              
	
                Colombo,
      Anthony F.

              	
                129                  000381

              	
                8/12/2004

              	
                8/12/2009

              	 
      	
                1.87

              	 
      	 
      	
                $3.100

              	
                7,500

              	
                7,500

              
	
                Colombo,
      Anthony F.

              	
                129                  000305

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                3,000

              	
                2,400

              
	
                Colombo,
      Anthony F.

              	
                129                  000271

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                2,800

              	
                2,800

              
	
                Colombo,
      Anthony F.

              	
                129                  000234

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	 
      	
                $1.500

              	
                2,500

              	
                2,500

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                3.71

              	
                Avg.
      Out.

              	 
      	
                $9.839

              	
                36,800

              	
                33,100

              
	 
      	
                Account:
      Colombo, Anthony F.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $9.687

              	 
      	 
      
	
                Dolan,
      Timothy

              	
                142                  000342

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                800

              	
                480

              
	
                Dolan,
      Timothy

              	
                142                  000319

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                800

              	
                640

              
	
                Dolan,
      Timothy

              	
                142                  000272

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                1,000

              	
                1,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.78

              	
                Avg.
      Out.

              	 
      	
                $2.556

              	
                2,600

              	
                2,120

              
	 
      	
                Account:
      Dolan, Timothy

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $2.436

              	 
      	 
      
	
                Flores,
      Pete

              	
                133                  000484

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                200

              	
                40

              
	
                Flores,
      Pete

              	
                133                  000417

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                180

              	
                0

              
	
                Flores,
      Pete

              	
                133                  000343

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                320

              	
                0

              
	
                Flores,
      Pete

              	
                133                  000311

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                160

              	
                0

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.18

              	
                Avg.
      Out.

              	 
      	
                $11.096

              	
                860

              	
                40

              
	 
      	
                Account:
      Flores, Pete

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $25.210

              	 
      	 
      
	
                Frickel,
      Robert W.

              	
                151                  000513

              	
                5/7/2007

              	
                5/7/2008

              	 
      	
                0.60

              	 
      	 
      	
                $0.000

              	
                1,598

              	
                0

              
	
                Frickel,
      Robert W.

              	
                151                  000398

              	
                5/19/2005

              	
                5/19/2015

              	 
      	
                7.63

              	 
      	 
      	
                $6.870

              	
                5,000

              	
                5,000

              
	
                Frickel,
      Robert W.

              	
                151                  000260

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	 
      	
                $1.500

              	
                12,000

              	
                12,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                4.56

              	
                Avg.
      Out.

              	 
      	
                $2.815

              	
                18,598

              	
                17,000

              
	 
      	
                Account:
      Frickel, Robert W.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $3.079

              	 
      	 
      
	
                Fusilli,
      Jr., Donald P.

              	
                180                  000511

              	
                5/7/2007

              	
                5/7/2008

              	 
      	
                0.60

              	 
      	 
      	
                $0.000

              	
                1,598

              	
                0

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                0.60

              	
                Avg.
      Out.

              	 
      	
                $0.000

              	
                1,598

              	
                0

              
	 
      	
                Account:
      Fusilli, Jr., Donald P.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $0.000

              	 
      	 
      
	
                Garnett,
      Corey

              	
                164                  000344

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                300

              	
                100

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                6.87

              	
                Avg.
      Out.

              	 
      	
                $3.100

              	
                300

              	
                100

              
	 
      	
                Account:
      Garnett, Corey

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $3.100

              	 
      	 
      
	
                Garrison,
      Greg

              	
                155                  000485

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                700

              	
                140

              
	
                Garrison,
      Greg

              	
                155                  000418

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                1,400

              	
                560

              
	
                Garrison,
      Greg

              	
                155                  000345

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                3,000

              	
                1,800

              
	
                Garrison,
      Greg

              	
                155                  000307

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                2,000

              	
                1,600

              


      

       

      
        
           


        

        
          164

          
            

          

        

        
           


        

      


      
        	
                Sterling
      Construction Company, Inc.

              	 
      	 
      	
                OUTSTANDING
      AND EXERCISABLE BY PRICE

                AS OF
      9/30/2007

              	 
      	 
      	 
      	
                Page:                 4

                File:          Osprice

                Date:                 10/26/2007

                Time:                 5:35:52
      PM

              
	 
      	 
      	 
      	
                Option

              	
                Expiration

              	
                Remaining

              	 
      	
                Option

              	 
      	
                Shares

              	
                Shares

              
	
                Name

              	
                ID

              	
                Number

              	
                Date

              	
                Date

              	
                Life
      in Years

              	 
      	
                Price

              	 
      	
                Outstanding

              	
                Exercisable

              
	
                Garrison,
      Greg

              	
                155

              	
                000274

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                1,500

              	
                1,500

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.40

              	
                Avg.
      Out.

              	 
      	
                $6.875

              	
                8,600

              	
                5,600

              
	 
      	
                Account:
      Garrison, Greg

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $4.638

              	 
      	 
      
	
                Goldsmith,
      Dusty

              	
                143

              	
                000486

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                400

              	
                80

              
	
                Goldsmith,
      Dusty

              	
                143

              	
                000419

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                560

              	
                140

              
	
                Goldsmith,
      Dusty

              	
                143

              	
                000347

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                1,000

              	
                0

              
	
                Goldsmith,
      Dusty

              	
                143

              	
                000320

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                400

              	
                0

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.28

              	
                Avg.
      Out.

              	 
      	
                $10.085

              	
                2,360

              	
                220

              
	 
      	
                Account:
      Goldsmith, Dusty

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $19.845

              	 
      	 
      
	
                Gonzales,
      Rafael

              	
                145

              	
                000348

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                500

              	
                300

              
	
                Gonzales,
      Rafael

              	
                145

              	
                000322

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                800

              	
                640

              
	
                Gonzales,
      Rafael

              	
                145

              	
                000277

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                500

              	
                500

              
	
                Gonzales,
      Rafael

              	
                145

              	
                000239

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	 
      	
                $1.500

              	
                500

              	
                500

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.42

              	
                Avg.
      Out.

              	 
      	
                $2.436

              	
                2,300

              	
                1,940

              
	 
      	
                Account:
      Gonzales, Rafael

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $2.317

              	 
      	 
      
	
                Green,
      Raymond

              	
                146

              	
                000349

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                500

              	
                300

              
	
                Green,
      Raymond

              	
                146

              	
                000323

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                800

              	
                640

              
	
                Green,
      Raymond

              	
                146

              	
                000278

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                1,000

              	
                1,000

              
	
                Green,
      Raymond

              	
                146

              	
                000240

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	 
      	
                $1.500

              	
                1,000

              	
                1,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.08

              	
                Avg.
      Out.

              	 
      	
                $2.186

              	
                3,300

              	
                2,940

              
	 
      	
                Account:
      Green, Raymond

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $2.077

              	 
      	 
      
	
                Harper,
      Brien P.

              	
                138

              	
                000487

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                500

              	
                100

              
	
                Harper,
      Brien P.

              	
                138

              	
                000420

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                1,000

              	
                400

              
	
                Harper,
      Brien P.

              	
                138

              	
                000350

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                1,500

              	
                500

              
	
                Harper,
      Brien P.

              	
                138

              	
                000316

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                800

              	
                400

              
	
                Harper,
      Brien P.

              	
                138

              	
                000279

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                400

              	
                400

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.20

              	
                Avg.
      Out.

              	 
      	
                $8.849

              	
                4,200

              	
                1,800

              
	 
      	
                Account:
      Harper, Brien P.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $7.052

              	 
      	 
      
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000488

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                600

              	
                0

              
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000489

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                400

              	
                200

              
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000467

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	 
      	
                $24.960

              	
                3,633

              	
                3,633

              
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000468

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	 
      	
                $24.960

              	
                3,867

              	
                3,867

              
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000422

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                300

              	
                300

              
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000421

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                1,200

              	
                300

              
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000408

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	 
      	
                $9.690

              	
                7,390

              	
                7,390

              


      

       

      
        
           


        

        
          165

          
            

          

        

        
           


        

      


      
        	
                Sterling
      Construction Company, Inc.

              	 
      	 
      	
                OUTSTANDING
      AND EXERCISABLE BY PRICE

                AS
      OF 9/30/2007

              	 
      	 
      	 
      	
                Page:                 5

                File:          Osprice

                Date:                 10/26/2007

                Time:                 5:35:52
      PM

              
	
                Name

              	
                ID

              	
                Number

              	
                Option

                Date

              	
                Expiration

                Date

              	
                Remaining

                Life
      in Years

              	 
      	
                Option

                Price

              	 
      	
                Shares

                Outstanding

              	
                Shares

                Exercisable

              
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000409

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	 
      	
                $9.690

              	
                110

              	
                110

              
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000351

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                3,500

              	
                2,100

              
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000380

              	
                8/12/2004

              	
                8/12/2009

              	 
      	
                1.87

              	 
      	 
      	
                $3.100

              	
                7,500

              	
                7,500

              
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000306

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                3,000

              	
                2,400

              
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000280

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                2,500

              	
                2,500

              
	
                Harper,
      Jr., Joseph P.

              	
                130

              	
                000244

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	 
      	
                $1.500

              	
                2,000

              	
                2,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                3.70

              	
                Avg.
      Out.

              	 
      	
                $10.023

              	
                36,000

              	
                32,300

              
	 
      	
                Account:
      Harper, Jr., Joseph P.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $9.888

              	 
      	 
      
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000490

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                600

              	
                0

              
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000491

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                400

              	
                200

              
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000462

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	 
      	
                $24.960

              	
                3,804

              	
                3,804

              
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000463

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	 
      	
                $24.960

              	
                6,196

              	
                6,196

              
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000423

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                1,200

              	
                300

              
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000424

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                300

              	
                300

              
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000402

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	 
      	
                $9.690

              	
                6,747

              	
                6,747

              
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000403

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	 
      	
                $9.690

              	
                3,253

              	
                3,253

              
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000352

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                3,500

              	
                3,500

              
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000379

              	
                8/12/2004

              	
                8/12/2009

              	 
      	
                1.87

              	 
      	 
      	
                $3.100

              	
                10,000

              	
                10,000

              
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000298

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                3,500

              	
                3,500

              
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000281

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                3,500

              	
                3,500

              
	
                Harper,
      Sr., Joseph P.

              	
                125

              	
                000243

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	 
      	
                $1.500

              	
                3,700

              	
                3,700

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                3.61

              	
                Avg.
      Out.

              	 
      	
                $9.871

              	
                46,700

              	
                45,000

              
	 
      	
                Account:
      Harper, Sr., Joseph P.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $9.461

              	 
      	 
      
	
                Hemsley,
      Maarten D.

              	
                001

              	
                000522

              	
                7/18/2007

              	
                7/18/2012

              	 
      	
                4.80

              	 
      	 
      	
                $21.600

              	
                2,800

              	
                2,800

              
	
                Hemsley,
      Maarten D.

              	
                001

              	
                000473

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	 
      	
                $24.960

              	
                2,800

              	
                2,800

              
	
                Hemsley,
      Maarten D.

              	
                001

              	
                000452

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	 
      	
                $9.690

              	
                2,800

              	
                2,800

              
	
                Hemsley,
      Maarten D.

              	
                001

              	
                000384

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                5,000

              	
                5,000

              
	
                Hemsley,
      Maarten D.

              	
                001

              	
                000176

              	
                1/13/1998

              	
                10/27/2013

              	 
      	
                6.07

              	 
      	 
      	
                $0.875

              	
                75,000

              	
                75,000

              
	
                Hemsley,
      Maarten D.

              	
                001

              	
                000005

              	
                4/29/1994

              	
                2/11/2010

              	 
      	
                2.37

              	 
      	 
      	
                $2.750

              	
                100,000

              	
                100,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                4.03

              	
                Avg.
      Out.

              	 
      	
                $2.726

              	
                188,400

              	
                188,400

              
	 
      	
                Account:
      Hemsley, Maarten D.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $2.726

              	 
      	 
      
	
                Jones,
      William

              	
                156

              	
                000492

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                500

              	
                100

              
	
                Jones,
      William

              	
                156

              	
                000425

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                900

              	
                360

              
	
                Jones,
      William

              	
                156

              	
                000353

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                2,000

              	
                1,200

              
	
                Jones,
      William

              	
                156

              	
                000308

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                1,800

              	
                1,440

              
	
                Jones,
      William

              	
                156

              	
                000282

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                1,500

              	
                1,500

              



        
          
             


          

          
            166

            
              

            

          

          
             


          

        

      

       

      Sterling
Construction Company,
Inc.                                                                               OUTSTANDING
AND EXERCISABLE BY
PRICE                                                                                                              Page:
6

      AS
OF
9/30/2007                                                                                                               File:          Osprice

      Date:
10/26/2007

      Time:
5:35:52 PM

      
        	
                Name

              	
                ID                  Number

              	
                Option

                Date

              	
                Expiration

                Date

              	
                Remaining

                Life
      in Years

              	
                Option

                Price

              	 
      	
                Shares

                Outstanding

              	
                Shares

                Exercisable

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.40

              	
                Avg.
      Out.

              	
                $6.266

              	
                6,700

              	
                4,600

              
	 
      	
                Account:
      Jones, William

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $4.187

              	 
      	 
      
	
                Kelly,
      William

              	
                172                  000493

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	
                $25.210

              	
                300

              	
                60

              
	
                Kelly,
      William

              	
                172                  000426

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	
                $16.780

              	
                600

              	
                240

              
	
                Kelly,
      William

              	
                172                  000354

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	
                $3.100

              	
                1,200

              	
                400

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.33

              	
                Avg.
      Out.

              	
                $10.167

              	
                2,100

              	
                700

              
	 
      	
                Account:
      Kelly, William

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $9.685

              	 
      	 
      
	
                Leal,
      Richard Troy

              	
                147

              	
                000355

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	
                $3.100

              	
                500

              	
                300

              
	
                Leal,
      Richard Troy

              	
                147

              	
                000324

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	
                $3.050

              	
                800

              	
                640

              
	
                Leal,
      Richard Troy

              	
                147

              	
                000284

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	
                $1.725

              	
                1,000

              	
                1,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.63

              	
                Avg.
      Out.

              	
                $2.485

              	
                2,300

              	
                1,940

              
	 
      	
                Account:
      Leal, Richard Troy

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $2.375

              	 
      	 
      
	
                Littlefield,
      Joel

              	
                161

              	
                000494

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	
                $25.210

              	
                1,000

              	
                200

              
	
                Littlefield,
      Joel

              	
                161

              	
                000427

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	
                $16.780

              	
                1,400

              	
                560

              
	
                Littlefield,
      Joel

              	
                161

              	
                000356

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	
                $3.100

              	
                3,000

              	
                1,800

              
	
                Littlefield,
      Joel

              	
                161

              	
                000330

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	
                $3.050

              	
                1,500

              	
                1,200

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.43

              	
                Avg.
      Out.

              	
                $9.069

              	
                6,900

              	
                3,760

              
	 
      	
                Account:
      Littlefield, Joel

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $6.298

              	 
      	 
      
	
                Lively,
      Richard

              	
                134

              	
                000495

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	
                $25.210

              	
                600

              	
                120

              
	
                Lively,
      Richard

              	
                134

              	
                000428

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	
                $16.780

              	
                720

              	
                180

              
	
                Lively,
      Richard

              	
                134

              	
                000357

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	
                $3.100

              	
                1,500

              	
                500

              
	
                Lively,
      Richard

              	
                134

              	
                000312

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	
                $3.050

              	
                800

              	
                400

              
	
                Lively,
      Richard

              	
                134

              	
                000285

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	
                $1.725

              	
                400

              	
                400

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.33

              	
                Avg.
      Out.

              	
                $8.703

              	
                4,020

              	
                1,600

              
	 
      	
                Account:
      Lively, Richard

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $5.941

              	 
      	 
      
	
                Machada,
      Santos

              	
                169                  000358

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	
                $3.100

              	
                500

              	
                300

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                6.87

              	
                Avg.
      Out.

              	
                $3.100

              	
                500

              	
                300

              
	 
      	
                Account:
      Machada, Santos

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $3.100

              	 
      	 
      
	
                Manning,
      Brian R.

              	
                128                  000496

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	
                $25.210

              	
                600

              	
                0

              
	
                Manning,
      Brian R.

              	
                128                  000497

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	
                $25.210

              	
                400

              	
                200

              
	
                Manning,
      Brian R.

              	
                128                  000469

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	
                $24.960

              	
                3,633

              	
                3,633

              
	
                Manning,
      Brian R.

              	
                128                  000470

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	
                $24.960

              	
                3,867

              	
                3,867

              
	
                Manning,
      Brian R.

              	
                128                  000432

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	
                $16.780

              	
                1,200

              	
                300

              
	
                Manning,
      Brian R.

              	
                128                  000433

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	
                $16.780

              	
                300

              	
                300

              


      

       

      
        
           


        

        
          167

          
            

          

        

        
           


        

      


      
        	
                Sterling
      Construction Company, Inc.

              	 
      	
                OUTSTANDING
      AND EXERCISABLE BY PRICE

                AS
      OF 9/30/2007

              	 
      	 
      	 
      	
                Page:                 7

                File:          Osprice

                Date:                 10/26/2007

                Time:                 5:35:52
      PM

              
	
                Name

              	
                ID                  Number

              	
                Option

                Date

              	
                Expiration

                Date

              	
                Remaining

                Life
      in Years

              	 
      	
                Option

                Price

              	 
      	
                Shares

                Outstanding

              	
                Shares

                Exercisable

              
	
                Manning,
      Brian R.

              	
                128                  000411

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	 
      	
                $9.690

              	
                110

              	
                110

              
	
                Manning,
      Brian R.

              	
                128                  000410

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	 
      	
                $9.690

              	
                7,390

              	
                7,390

              
	
                Manning,
      Brian R.

              	
                128                  000361

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                3,500

              	
                2,100

              
	
                Manning,
      Brian R.

              	
                128                  000377

              	
                8/12/2004

              	
                8/12/2009

              	 
      	
                1.87

              	 
      	 
      	
                $3.100

              	
                7,500

              	
                7,500

              
	
                Manning,
      Brian R.

              	
                128                  000302

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                3,000

              	
                2,400

              
	
                Manning,
      Brian R.

              	
                128                  000288

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                2,500

              	
                2,500

              
	
                Manning,
      Brian R.

              	
                128                  000249

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	 
      	
                $1.500

              	
                2,000

              	
                2,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                3.70

              	
                Avg.
      Out.

              	 
      	
                $10.023

              	
                36,000

              	
                32,300

              
	 
      	
                Account:
      Manning, Brian R.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $9.888

              	 
      	 
      
	
                Manning,
      James D.

              	
                123                  000363

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                833

              	
                833

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                6.87

              	
                Avg.
      Out.

              	 
      	
                $3.100

              	
                833

              	
                833

              
	 
      	
                Account:
      Manning, James D.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $3.100

              	 
      	 
      
	
                Manning,
      Jeffrey

              	
                127                  000498

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                600

              	
                0

              
	
                Manning,
      Jeffrey

              	
                127                  000499

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                400

              	
                200

              
	
                Manning,
      Jeffrey

              	
                127                  000471

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	 
      	
                $24.960

              	
                3,647

              	
                3,647

              
	
                Manning,
      Jeffrey

              	
                127                  000472

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	 
      	
                $24.960

              	
                3,853

              	
                3,853

              
	
                Manning,
      Jeffrey

              	
                127                  000429

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                1,200

              	
                300

              
	
                Manning,
      Jeffrey

              	
                127                  000430

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                300

              	
                300

              
	
                Manning,
      Jeffrey

              	
                127                  000412

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	 
      	
                $9.690

              	
                7,437

              	
                7,437

              
	
                Manning,
      Jeffrey

              	
                127                  000413

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	 
      	
                $9.690

              	
                63

              	
                63

              
	
                Manning,
      Jeffrey

              	
                127                  000359

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                3,500

              	
                2,100

              
	
                Manning,
      Jeffrey

              	
                127                  000378

              	
                8/12/2004

              	
                8/12/2009

              	 
      	
                1.87

              	 
      	 
      	
                $3.100

              	
                7,500

              	
                7,500

              
	
                Manning,
      Jeffrey

              	
                127                  000301

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                2,500

              	
                2,000

              
	
                Manning,
      Jeffrey

              	
                127                  000287

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                2,200

              	
                2,200

              
	
                Manning,
      Jeffrey

              	
                127                  000250

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	 
      	
                $1.500

              	
                2,000

              	
                2,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                3.66

              	
                Avg.
      Out.

              	 
      	
                $10.192

              	
                35,200

              	
                31,600

              
	 
      	
                Account:
      Manning, Jeffrey

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $10.052

              	 
      	 
      
	
                Manning,
      Kevin

              	
                131                  000502

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                300

              	
                60

              
	
                Manning,
      Kevin

              	
                131                  000431

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                500

              	
                200

              
	
                Manning,
      Kevin

              	
                131                  000360

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                1,000

              	
                600

              
	
                Manning,
      Kevin

              	
                131                  000303

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                1,000

              	
                800

              
	
                Manning,
      Kevin

              	
                131                  000289

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                1,000

              	
                1,000

              
	
                Manning,
      Kevin

              	
                131                  000251

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	 
      	
                $1.500

              	
                1,000

              	
                1,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.01

              	
                Avg.
      Out.

              	 
      	
                $5.277

              	
                4,800

              	
                3,660

              
	 
      	
                Account:
      Manning, Kevin

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $3.386

              	 
      	 
      
	
                Manning,
      Patrick T.

              	
                124

              	
                000500

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                600

              	
                0

              
	
                Manning,
      Patrick T.

              	
                124

              	
                000501

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                400

              	
                200

              


      

       

      
        
           


        

        
          168

          
            

          

        

        
           


        

      


      
        	
                Sterling
      Construction Company, Inc.

              	 
      	
                OUTSTANDING
      AND EXERCISABLE BY PRICE

                AS
      OF 9/30/2007

              	 
      	 
      	 
      	
                Page:                 8

                File:          Osprice

                Date:                 10/26/2007

                Time:                 5:35:52
      PM

              
	
                Name

              	
                ID                  Number

              	
                Option

                Date

              	
                Expiration

                Date

              	
                Remaining

                Life
      in Years

              	 
      	
                Option

                Price

              	 
      	
                Shares

                Outstanding

              	
                Shares

                Exercisable

              
	
                Manning,
      Patrick T.

              	
                124                  000460

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	 
      	
                $24.960

              	
                3,619

              	
                3,619

              
	
                Manning,
      Patrick T.

              	
                124                  000461

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	 
      	
                $24.960

              	
                6,381

              	
                6,381

              
	
                Manning,
      Patrick T.

              	
                124                  000434

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                1,200

              	
                300

              
	
                Manning,
      Patrick T.

              	
                124                  000435

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                300

              	
                300

              
	
                Manning,
      Patrick T.

              	
                124                  000400

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	 
      	
                $9.690

              	
                6,519

              	
                6,519

              
	
                Manning,
      Patrick T.

              	
                124                  000401

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	 
      	
                $9.690

              	
                3,481

              	
                3,481

              
	
                Manning,
      Patrick T.

              	
                124                  000362

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                3,500

              	
                2,100

              
	
                Manning,
      Patrick T.

              	
                124                  000376

              	
                8/12/2004

              	
                8/12/2009

              	 
      	
                1.87

              	 
      	 
      	
                $3.100

              	
                10,000

              	
                10,000

              
	
                Manning,
      Patrick T.

              	
                124                  000300

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                3,500

              	
                2,800

              
	
                Manning,
      Patrick T.

              	
                124                  000286

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                3,500

              	
                3,500

              
	
                Manning,
      Patrick T.

              	
                124                  000252

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	 
      	
                $1.500

              	
                3,700

              	
                3,700

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                3.61

              	
                Avg.
      Out.

              	 
      	
                $9.871

              	
                46,700

              	
                42,900

              
	 
      	
                Account:
      Manning, Patrick T.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $9.773

              	 
      	 
      
	
                McCall,
      Jeff

              	
                166                  000364

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                480

              	
                160

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                6.87

              	
                Avg.
      Out.

              	 
      	
                $3.100

              	
                480

              	
                160

              
	 
      	
                Account:
      McCall, Jeff

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $3.100

              	 
      	 
      
	
                Mills,
      Christopher H. B.

              	
                150                  000514

              	
                5/7/2007

              	
                5/7/2008

              	 
      	
                0.60

              	 
      	 
      	
                $0.000

              	
                1,598

              	
                0

              
	
                Mills,
      Christopher H. B.

              	
                150                  000397

              	
                5/19/2005

              	
                5/19/2015

              	 
      	
                7.63

              	 
      	 
      	
                $6.870

              	
                5,000

              	
                5,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.93

              	
                Avg.
      Out.

              	 
      	
                $5.206

              	
                6,598

              	
                5,000

              
	 
      	
                Account:
      Mills, Christopher H. B.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $6.870

              	 
      	 
      
	
                Mitchell,
      William

              	
                178                  000503

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                1,000

              	
                200

              
	
                Mitchell,
      William

              	
                178                  000453

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                1,000

              	
                400

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                3.45

              	
                Avg.
      Out.

              	 
      	
                $20.995

              	
                2,000

              	
                600

              
	 
      	
                Account:
      Mitchell, William

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $19.590

              	 
      	 
      
	
                Scott,
      Milton L.

              	
                179                  000515

              	
                5/7/2007

              	
                5/7/2008

              	 
      	
                0.60

              	 
      	 
      	
                $0.000

              	
                1,598

              	
                0

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                0.60

              	
                Avg.
      Out.

              	 
      	
                $0.000

              	
                1,598

              	
                0

              
	 
      	
                Account:
      Scott, Milton L.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $0.000

              	 
      	 
      
	
                Smith,
      Christine A.

              	
                137                  000504

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                800

              	
                160

              
	
                Smith,
      Christine A.

              	
                137                  000450

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                1,200

              	
                480

              
	
                Smith,
      Christine A.

              	
                137                  000365

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                2,500

              	
                1,500

              
	
                Smith,
      Christine A.

              	
                137                  000314

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                2,000

              	
                1,600

              
	
                Smith,
      Christine A.

              	
                137                  000292

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                2,000

              	
                2,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.32

              	
                Avg.
      Out.

              	 
      	
                $6.777

              	
                8,500

              	
                5,740

              
	 
      	
                Account:
      Smith, Christine A.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $4.367

              	 
      	 
      


      

       

      
        
           


        

        
          169

          
            

          

        

        
           


        

      


      
        	
                Sterling
      Construction Company, Inc.

              	 
      	 
      	
                OUTSTANDING
      AND EXERCISABLE BY PRICE

                AS
      OF 9/30/2007

              	 
      	 
      	 
      	
                Page:                 9

                File:          Osprice

                Date:                 10/26/2007

                Time:                 5:35:52
      PM

              
	 
      	 
      	 
      	
                Option

              	
                Expiration

              	
                Remaining

              	 
      	
                Option

              	 
      	
                Shares

              	
                Shares

              
	
                Name

              	
                ID

              	
                Number

              	
                Date

              	
                Date

              	
                Life
      in Years

              	 
      	
                Price

              	 
      	
                Outstanding

              	
                Exercisable

              
	
                Steadman,
      David R. A.

              	
                177

              	
                000516

              	
                5/7/2007

              	
                5/7/2008

              	 
      	
                0.60

              	 
      	 
      	
                $0.000

              	
                1,598

              	
                0

              
	
                Steadman,
      David R. A.

              	
                177

              	
                000399

              	
                5/19/2005

              	
                5/19/2015

              	 
      	
                7.63

              	 
      	 
      	
                $6.870

              	
                5,000

              	
                5,000

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.93

              	
                Avg.
      Out.

              	 
      	
                $5.206

              	
                6,598

              	
                5,000

              
	 
      	
                Account:
      Steadman, David R. A.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $6.870

              	 
      	 
      
	
                Stempinski,
      Karen A.

              	
                004

              	
                000510

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                800

              	
                160

              
	
                Stempinski,
      Karen A.

              	
                004

              	
                000437

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                720

              	
                0

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                3.47

              	
                Avg.
      Out.

              	 
      	
                $21.217

              	
                1,520

              	
                160

              
	 
      	
                Account:
      Stempinski, Karen A.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $25.210

              	 
      	 
      
	
                Stevens,
      Robert L.

              	
                139

              	
                000505

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                1,000

              	
                200

              
	
                Stevens,
      Robert L.

              	
                139

              	
                000443

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                1,400

              	
                560

              
	
                Stevens,
      Robert L.

              	
                139

              	
                000366

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                1,800

              	
                600

              
	
                Stevens,
      Robert L.

              	
                139

              	
                000315

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                800

              	
                400

              
	
                Stevens,
      Robert L.

              	
                139

              	
                000293

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                400

              	
                400

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.01

              	
                Avg.
      Out.

              	 
      	
                $10.632

              	
                5,400

              	
                2,160

              
	 
      	
                Account:
      Stevens, Robert L.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $8.430

              	 
      	 
      
	
                Surface,
      Jeffrey

              	
                148

              	
                000506

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                600

              	
                120

              
	
                Surface,
      Jeffrey

              	
                148

              	
                000442

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                900

              	
                360

              
	
                Surface,
      Jeffrey

              	
                148

              	
                000367

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                1,500

              	
                500

              
	
                Surface,
      Jeffrey

              	
                148

              	
                000326

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                800

              	
                400

              
	
                Surface,
      Jeffrey

              	
                148

              	
                000294

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	 
      	
                $1.725

              	
                400

              	
                400

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.23

              	
                Avg.
      Out.

              	 
      	
                $9.050

              	
                4,200

              	
                1,780

              
	 
      	
                Account:
      Surface, Jeffrey

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $7.037

              	 
      	 
      
	
                Wall,
      Carl

              	
                159

              	
                000507

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	 
      	
                $25.210

              	
                200

              	
                40

              
	
                Wall,
      Carl

              	
                159

              	
                000448

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	 
      	
                $16.780

              	
                300

              	
                120

              
	
                Wall,
      Carl

              	
                159

              	
                000369

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                2,000

              	
                1,200

              
	
                Wall,
      Carl

              	
                159

              	
                000310

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	 
      	
                $3.050

              	
                400

              	
                0

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                6.12

              	
                Avg.
      Out.

              	 
      	
                $6.033

              	
                2,900

              	
                1,360

              
	 
      	
                Account:
      Wall, Carl

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $4.957

              	 
      	 
      
	
                Warren,
      Clint

              	
                168                  000370

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                500

              	
                300

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                6.87

              	
                Avg.
      Out.

              	 
      	
                $3.100

              	
                500

              	
                300

              
	 
      	
                Account:
      Warren, Clint

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	 
      	
                $3.100

              	 
      	 
      
	
                Weir,
      James

              	
                167                  000371

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	 
      	
                $3.100

              	
                500

              	
                300

              


      

       

      
        
           


        

        
          170

          
            

          

        

        
           


        

      


      Sterling
Construction Company, Inc.

      


      OUTSTANDING
AND EXERCISABLE BY PRICE AS OF 9/30/2007

      


      Page:
10

      File:          Osprice
Date: 10/26/2007 Time: 5:35:52 PM

      
        	
                Name

              	
                ID                  Number

              	
                Option

                Date

              	
                Expiration

                Date

              	
                Remaining

                Life
      in Years

              	
                Option

                Price

              	 
      	
                Shares

                Outstanding

              	
                Shares

                Exercisable

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                6.87

              	
                Avg.
      Out.

              	
                $3.100

              	
                500

              	
                300

              
	 
      	
                Account:
      Weir, James

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $3.100

              	 
      	 
      
	
                Williamson,
      Terry D.

              	
                126                  000509

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	
                $25.210

              	
                400

              	
                200

              
	
                Williamson,
      Terry D.

              	
                126                  000508

              	
                8/8/2006

              	
                9/8/2011

              	 
      	
                3.94

              	 
      	
                $25.210

              	
                600

              	
                0

              
	
                Williamson,
      Terry D.

              	
                126                  000474

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	
                $24.960

              	
                3,619

              	
                3,619

              
	
                Williamson,
      Terry D.

              	
                126                  000475

              	
                7/18/2006

              	
                7/18/2011

              	 
      	
                3.80

              	 
      	
                $24.960

              	
                6,381

              	
                6,381

              
	
                Williamson,
      Terry D.

              	
                126                  000444

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	
                $16.780

              	
                1,200

              	
                300

              
	
                Williamson,
      Terry D.

              	
                126                  000445

              	
                8/12/2005

              	
                9/12/2010

              	 
      	
                2.95

              	 
      	
                $16.780

              	
                300

              	
                300

              
	
                Williamson,
      Terry D.

              	
                126                  000404

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	
                $9.690

              	
                6,519

              	
                6,519

              
	
                Williamson,
      Terry D.

              	
                126                  000405

              	
                7/18/2005

              	
                7/18/2010

              	 
      	
                2.80

              	 
      	
                $9.690

              	
                3,481

              	
                3,481

              
	
                Williamson,
      Terry D.

              	
                126                  000372

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	
                $3.100

              	
                3,500

              	
                2,100

              
	
                Williamson,
      Terry D.

              	
                126                  000375

              	
                8/12/2004

              	
                8/12/2009

              	 
      	
                1.87

              	 
      	
                $3.100

              	
                10,000

              	
                10,000

              
	
                Williamson,
      Terry D.

              	
                126                  000304

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	
                $3.050

              	
                3,500

              	
                2,800

              
	
                Williamson,
      Terry D.

              	
                126                  000296

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	
                $1.725

              	
                3,500

              	
                3,500

              
	
                Williamson,
      Terry D.

              	
                126                  000256

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	
                $1.500

              	
                3,500

              	
                3,500

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                3.61

              	
                Avg.
      Out.

              	
                $9.907

              	
                46,500

              	
                42,700

              
	 
      	
                Account:
      Williamson, Terry D.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $9.811

              	 
      	 
      
	
                Withrow,
      Forest

              	
                171                  000373

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	
                $3.100

              	
                500

              	
                300

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                6.87

              	
                Avg.
      Out.

              	
                $3.100

              	
                500

              	
                300

              
	 
      	
                Account:
      Withrow, Forest

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $3.100

              	 
      	 
      
	
                Wood,
      William A.

              	
                149                  000374

              	
                8/12/2004

              	
                8/12/2014

              	 
      	
                6.87

              	 
      	
                $3.100

              	
                640

              	
                320

              
	
                Wood,
      William A.

              	
                149                  000328

              	
                8/20/2003

              	
                8/20/2013

              	 
      	
                5.89

              	 
      	
                $3.050

              	
                480

              	
                320

              
	
                Wood,
      William A.

              	
                149                  000297

              	
                7/24/2002

              	
                7/24/2012

              	 
      	
                4.81

              	 
      	
                $1.725

              	
                400

              	
                400

              
	
                Wood,
      William A.

              	
                149                  000257

              	
                7/23/2001

              	
                7/23/2011

              	 
      	
                3.81

              	 
      	
                $1.500

              	
                100

              	
                100

              
	 
      	 
      	 
      	 
      	
                Avg.
      Life

              	
                5.88

              	
                Avg.
      Out.

              	
                $2.647

              	
                1,620

              	
                1,140

              
	 
      	
                Account:
      Wood, William A.

              	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $2.463

              	 
      	 
      
	 
      	
                TOTALS

              	 
      	 
      	
                Avg.
      Life

              	
                4.21

              	
                Avg.
      Out.

              	
                $6.891

              	
                666,454

              	
                574,279

              
	 
      	 
      	 
      	 
      	 
      	 
      	
                Avg.
      Exer.

              	
                $6.195

              	 
      	 
      


      

    


    
      
        Detroit_801261_9

         


      

      
        171

        
          

        

      

      
         


      

    


    Schedule
Number 6.23

     

    List of
all collective bargaining agreements & grievances

     

    
      	
              Agreement

            	
              Parties
      (1)

            
	
              Master
      Agreement for Northern Nevada

              2003—2008

            	
              Nevada
      Chapter, Associated General Contractors of America, Inc.

              Operating
      Engineers Local Union No. 3

            
	
              Master
      Agreement

              July
      1, 2003 through June 30, 2007

            	
              Southern
      California Contractors Association, Inc.

              The
      International Union of Operating Engineers Local 12

            
	
              Master
      Agreement

              2004
      — 2010

            	
              Nevada
      Chapter, Associated General Contractors of America, Inc.

              Laborers'
      International Union of North America – A.F.L. – C.I.O. Local
      #169

            


    

     

    ___________________

     

    
      	
              (1)

            	
              These
      collective bargaining agreements relate to Road and Highway Builders,
      LLC.  No other Credit Party is a party to a collective
      bargaining agreement.

            


    

     

    
      	
               
      

            	
              * *
      * * *

            


    

     

    


     

    
      	
              Strikes, grievances
      etc.:

            	
              The
      Nevada Department of Transportation has withheld approximately $240,000 of
      amounts otherwise due RHB LLC claiming that RHB LLC underpaid certain
      union employees by paying them at a lower job classification rate than the
      employees were entitled to.  RHB LLC is challenging
      decision.

            


    

     

    
      	
               
      

            	
              ____________________

            


    

     

    
      
        Detroit_801261_9

         


      

      
        172

        
          

        

      

      
         


      

    


    Schedule
Number 8.1

     

    
      	
               
      

            	
              Existing
      debt

            


    

     

    
      	
               
      

            	
              None
      other than is listed in Schedules 1.4 and
1.5

            


    

     

    
      
        Detroit_801261_9

         


      

      
        173

        
          

        

      

      
         


      

    


    Schedule Number
8.1(i)

     

    
      	
               
      

            	
              Liberty
      Mutual Insurance Company bonds remaining outstanding post
      closing

            


    

     

    
      	
              Owner

            	
              Job
      Number

            	
              Amount

            	
              Percent
      Complete

            
	
              Nevada
      DOT

            	
              #3206

            	
              $9,500,000

            	
              100%

            
	
              Nevada
      DOT

            	
              #3267

            	
              $16,540,000

            	
              98%

            
	
              Nevada
      DOT

            	
              #3271

            	
              $6,056,000

            	
              100%

            
	
              Elko
      Airport

            	
              N/A

            	
              $6,062,000

            	
              100%

            
	
              Nevada
      DOT

            	
              #3296

            	
              $7,925,000

            	
              98%

            
	
               Nevada
      DOT

            	
              #3303

            	
              $6,472,000

            	
              100%

            
	
              Nevada
      DOT

            	
              #3312

            	
              $23,500,000

            	
              98%

            
	
              Nevada
      DOT

            	
              #3323

            	
              $31,500,000

            	
              60%

            
	
              Nevada
      State Licensing Board

            	
               N/A

            	
              $50,000

            	
              N/A

            


    

     

    
      
        Detroit_801261_9

         


      

      
        174

        
          

        

      

      
         


      

    


    Schedule
Number 8.2

     

    
      	
               
      

            	
              Existing
      liens

            


    

     

    UCC
Lien Search Summary

    


    


    
      	
              1.

            	
              Sterling
      Construction Company, Inc.

            
	
              2.

            	
              Oakhurst
      Management Corporation

            
	
              3.

            	
              Road
      and Highway Builders

            
	
              4.

            	
              Steel
      City Products

            
	
              5.

            	
              Sterling
      General, Inc.

            
	
              6.

            	
              Sterling
      Houston Holdings, Inc.

            
	
              7.

            	
              Texas
      Sterling Construction Co.

            
	
              8.

            	
              Texas
      Sterling Construction, L.P.

            


    

    


    


    1.           Sterling
Construction Company, Inc.

    


    Jurisdiction:  Delaware,
Secretary of State

    Search
results certified through:  09/24/2007

    Federal
tax liens:  Clear.

    UCC
liens:

    
      	
              Secured
      Party

            	
              Filing
      Information

            	
              Collateral

            
	
              Comerica
      Bank-Texas

               

               

               

               

               

               

               

            	
              Filed:  07/27/2001

              Number:  10737614

            	
              All
      of the debtor’s rights, titles, and interests in and to the equipment,
      inventory, accounts, general intangibles and any and all other personal
      property of any kind or character described in and covered by Security
      Agreement between the Debtor and Secured Party, a copy of which is
      attached hereto as Exhibit “A” and made a part hereof for all purposes ,
      and the proceeds and products of such personal
property.

            
	 
      	
              amendment
      filed 10/09/2001 to restate collateral;

               

            	
              Security
      Agreement attached as Exhibit “A” hereby replaces the Exhibit “A” attached
      to original Financing Statement filed under File Number 1073761 4 –
      0000000.

               

            
	 
      	
              amendment
      filed 03/12/2002 to change debtor name from “Oakhurst Company, Inc.” to
      “Sterling Construction Company, Inc;”

               

            	 
      
	 
      	
              amendment
      filed 09/24/2002 to add collateral;

               

               

            	
              All
      of debtor’s rights, titles, and interests in and to the capital stock of
      Sterling Construction Company, a Delaware corporation (now known as
      Sterling Houston Holdings, Inc., a Delaware corporation) as described in
      that certain Security Agreement (Third Party Pledge) attached hereto as
      Exhibit “A,” as supplemented by that certain Supplemental Security
      Agreement (Third Party Pledge) attached hereto as Exhibit “B” (the
      “Collateral”). Proceeds and products of Collateral are also
      covered.

               

            
	 
      	
              amendment
      filed 10/30/2002 to add collateral;

               

               

            	
              All
      of debtor’s rights, titles, and interests in and to the capital stock of
      Sterling Houston Holdings, Inc., a Delaware corporation (formerly known as
      Sterling Construction Company, a Delaware corporation) as described in
      that certain Security Agreement (Third Party Pledge) attached hereto as
      Exhibit “A,” as supplemented by that certain Supplemental Security
      Agreement (Third Party Pledge) attached hereto as Exhibit “B” (the
      “Collateral”). Proceeds and products of Collateral are also
      covered.

               

            
	 
      	
              amendment
      filed 02/22/2005 to add collateral;

               

               

            	
              All
      of debtor’s rights, titles, and interests in and to the capital stock of
      Sterling Construction Company, a Delaware corporation (now known as
      Sterling Houston Holdings, Inc., a Delaware corporation) as described in
      that certain Security Agreement (Third Party Pledge) dated as of July 18,
      2001, attached hereto as Exhibit “A,” as supplemented by that certain
      Supplemental Security Agreement (Third Party Pledge), dated as of
      September 23, 2002, attached hereto as Exhibit “B,” and as further
      supplemented by that certain Supplemental Security Agreement (Third Party
      Pledge), dated as of December 23, 2004, attached hereto as Exhibit “C”
      (the “Collateral”). Proceeds and products of Collateral are also
      covered.

               

            
	 
      	
              amendment
      filed 05/23/2006 to add collateral;

               

               

            	
              All
      of the Debtor’s right, title and interest in and to all equipment,
      fixtures, software, goods, instruments (including, without limitation,
      promissory notes), documents (including, without limitation, negotiable
      documents), policies and certificates of insurance, deposit accounts,
      money and investment property, motor vehicles, mobile goods and rolling
      stock together with all of Debtor’s right, title and interest in and to
      the capital stock of (i) Sterling Houston Holdings, Inc., a Delaware
      corporation, and (ii) Sterling General, Inc., a Delaware corporation, and
      all proceeds, interest, profits and other payments or rights to payment
      related thereto and all proceeds and products of the
      foregoing.

               

            
	 
      	
              continuation
      filed 07/07/2006.

               

            	 
      


    

     

    
      
        Detroit_801261_9

         


      

      
        175

        
          

        

      

      
         


      

    


    


    


    2.           Oakhurst
Management Corporation

    


    Jurisdiction:  Texas,
Secretary of State

    Search
results certified through:  10/17/2007

    Federal
tax liens:  Clear.

    UCC
liens:  Clear.

    


    


    3.           Road
and Highway Builders

    


    Jurisdiction:  Nevada,
Secretary of State

    Search
results certified through:  10/18/2007

    Tax
liens:  Clear.

    UCC
liens:

    
      	
              Debtor

            	
              Secured
      Party

            	
              Filing
      Information

            	
              Collateral

            
	
              Road
      and Highway Builders, LLC

            	
              Volvo
      Commercial Finance LLC The Americas

               

            	
              Filed:  01/03/2000

              Number:  0000157

               

              continuation
      filed 12/06/2004;

               

              amendment
      filed 12/06/2004 to change debtor name from “Road & Highway Builders”
      to “Road and Highway Builders.”

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Road
      and Highway Builders LLC

            	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  07/22/2002

              Number:  2002019248-1

               

              Termination filed
      07/31/2002.

               

            	
              Specific
      equipment.

              Terminated.

            
	
              Road
      and Highway Builders LLC

            	
              Arnold
      Machinery Company

            	
              Filed:  08/07/2002

              Number:  2002021078-4

               

              Termination filed
      04/06/2004.

               

            	
              Specific
      equipment.

              Terminated.

            
	
              Road
      and Highway Builders, LLC

            	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  09/12/2002

              Number:  2002024217-3

               

              Termination filed
      09/17/2002.

               

            	
              Specific
      equipment.

              Terminated.

            
	
              Road
      and Highway Builders, LLC

            	
              Caterpillar
      Financial Services

            	
              Filed:  05/30/2003

              Number:  2003014768-0

               

              Termination filed
      06/22/2004.

               

            	
              Specific
      equipment.

              Terminated.

            
	
              Road
      and Highway Builders, LLC

            	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  06/02/2003

              Number:  2003014961-0

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Road
      and Highway Builders, LLC

            	
              Caterpillar
      Financial Services

            	
              Filed:  03/25/2004

              Number:  2004009699-8

               

              Termination filed
      06/07/2006.

               

            	
              Specific
      equipment.

              Terminated.

            
	
              Road
      and Highway Builders, LLC

               

            	
              Herc
      Exchange, LLC

            	
              Filed:  05/24/2004

              Number:  2004016336-9

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

               

            
	
              Road
      and Highway Builders, LLC

               

            	
              CitiCapital
      Commercial Corporation

            	
              Filed:  06/17/2004

              Number:  2004019063-3

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

               

            
	
              Road
      and Highway Builders, LLC

               

            	
              Caterpillar
      Financial Services

            	
              Filed:  09/13/2004

              Number:  2004028029-2

               

              Termination filed
      08/31/2006.

               

            	
              Specific
      equipment.

              Terminated.

            
	
              Road
      and Highway Builders, LLC

               

            	
              Herc
      Exchange, LLC

            	
              Filed:  11/16/2004

              Number:  2004035055-6

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Road
      and Highway Builders Inc.

               

            	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  12/10/2004

              Number:  2004037392-2

               

              Termination filed
      11/09/2006.

               

            	
              Specific
      equipment.

              Terminated.

            
	
              Road
      and Highway Builders, LLC

               

            	
              Herc
      Exchange, LLC

            	
              Filed:  06/21/2005

              Number:  2005019052-2

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Road
      and Highway Builders, LLC

               

            	
              General
      Electric Capital Corporation

            	
              Filed:  06/28/2005

              Number:  2005020003-2

               

              amendment
      filed 01/26/2007 to restate collateral description;

               

              amendment
      filed 01/30/2007 to change debtor address.

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Road
      and Highway Builders, LLC

               

            	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  12/21/2005

              Number:  2005040137-9

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Road
      and Highway Builders, LLC

               

            	
              Herc
      Exchange, LLC

            	
              Filed:  03/06/2006

              Number:  2006007082-3

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Road
      and Highway Builders, LLC

               

            	
              The
      CIT Group / Equipment Financing, Inc.

            	
              Filed:  12/29/2006

              Number:  2006042626-0

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            


    

     

    
      
        Detroit_801261_9

         


      

      
        176

        
          

        

      

      
         


      

    

     

    4.           Steel
City Products

    


    Jurisdiction:  Delaware,
Secretary of State

    Search
results certified through:  09/19/2007

    Federal
tax liens:  Clear.

    UCC
liens:

    
      	
              Debtor

            	
              Secured
      Party

            	
              Filing
      Information

            	
              Collateral

            
	
              Steel
      City Products Inc.

            	
              Marlin
      Leasing Corp.

            	
              Filed:  01/06/2003

              Number:  3020467
      0

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Steel
      City Products, Inc

            	
              Raymond
      Leasing Corporation

            	
              Filed:  02/11/2005

              Number:  5047836
      3

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            


    

     

    
      
        Detroit_801261_9

         


      

      
        177

        
          

        

      

      
         


      

    

    


    5.           Sterling
General, Inc.

    


    Jurisdiction:  Delaware,
Secretary of State

    Search
results certified through:  09/19/2007

    Federal
tax liens:  Clear.

    UCC
liens:

    
      	
              Secured
      Party

            	
              Filing
      Information

            	
              Collateral

            
	
              Comerica
      Bank

            	
              Filed:  06/01/2006

              Number:  6185554
      3

               

            	
               All
      of the Debtor’s right, title and interest in and to all equipment,
      fixtures, software, goods, instruments (including, without limitation,
      promissory notes), documents (including, without limitation, negotiable
      documents), policies and certificates of insurance, deposit accounts,
      money and investment property, motor vehicles, mobile goods and rolling
      stock together with Debtor’s general partnership interest in Texas
      Sterling Construction, L.P., a Texas limited partnership, and all
      proceeds, interest, profits and other payments or rights to payment
      related thereto and all proceeds and products of the
      foregoing.

               

            


    

    


    


    6.           Sterling
Houston Holdings, Inc.

    


    Jurisdiction:  Delaware
Secretary of State

    Search
results certified through:  10/17/2007

    UCC
liens:

    
      	
              Secured
      Party

            	
              Filing
      Information

            	
              Collateral

            
	
              Comerica
      Bank

            	
              Filed:  8/7/2003

              Number:  32052853

            	
              All
      of debtor’s right, title and interest, whether now owned or hereafter
      acquired, in and to (i) that certain Promissory Note dated as of April 28,
      2003, in the original principal amount of $3,200,000, executed by Sterling
      Construction Company, Inc., and payable to Debtor...

               

              All
      of Debtor’s right, title and interest in and to all equipment, fixtures,
      software, goods, instruments (including, without limitation, promissory
      notes), documents (including, without limitation, negotiable documents),
      policies and certificates of insurance, deposit accounts, money and
      investment property, motor vehicles, mobile goods and rolling stock
      together with Debtor’s limited partnership interest in Texas Sterling
      Construction, L.P., a Texas limited liability partnership, and all
      proceeds, interest, profits and other payments or rights to payment
      related thereto and all proceeds and products of the
      foregoing.

               

              as
      further described in the UCC filings.

               

            


    

     

    
      
        Detroit_801261_9

        
        

      

      
        178

        
          

        

      

      
        
        

      

    

     

    Jurisdiction:  Texas,
Secretary of State

    Search
results certified through:  10/17/2007

    UCC
liens:  Clear.

    
 

    


    7.           Texas
Sterling Construction Co.

    


    Jurisdiction:  Delaware,
Secretary of State

    Search
results certified through:  09/19/2007

    Federal
tax liens:  Clear.

    UCC
liens:  Clear.

    


    


    8.           Texas
Sterling Construction, L.P.

    


    Jurisdiction:  Texas,
Secretary of State

    Search
results certified through:  10/17/2007

    Federal
tax liens:  Clear.

    UCC
liens:

    
      	
              Secured
      Party

            	
              Filing
      Information

            	
              Collateral

            
	
              Comerica
      Bank - Texas

            	
              Filed:  11/04/1982

              Number:  82-00214385

               

              Comments:

               

            	
              All
      accounts, contract rights, chattel paper, instruments, general intangibles
      and rights to payment of every kind now or at any time hereafter arising
      out of the business of the debtor; all interest of the debtor in any goods
      and services, the sale of which shall have given or shall give rise to any
      of the foregoing.

               

            
	
              Comerica
      Bank - Texas

            	
              Filed:  11/04/1982

              Number:  82-00214386

               

              Comments:

               

               

            	
              Equipment
      as per attached Exhibit “A”

               

              (exhibit
      A not provided with search results)

            
	
              Comerica
      Bank - Texas

            	
              Filed:  10/10/1985

              Number:  85-00261190

               

              Comments:

               

            	
              All
      business equipment, machinery and furnishings and all attachments and
      accessories thereto, now owned or hereafter acquired including but not
      limited to the attached Exhibit “III”

               

            
	
              Comerica
      Bank - Texas

            	
              Filed:  11/13/1985

              Number:  85-00297256

               

              Comments:

               

            	
              All
      business equipment, machinery and furnishings and all attachments and
      accessories thereto, now owned or hereafter acquired including but not
      limited to the attached Exhibit “III”

               

            
	
              Comerica
      Bank – Texas

            	
              Filed:  06/14/1989

              Number:  89-00135359

               

              Comments:

               

            	
              Any
      and all accounts, contract rights, chattel paper and general intangibles
      now existing or hereafter arising out of the business of the debtor, as
      well as any and all returned, reported and repossessed goods and the
      proceeds resulting therefrom.

               

            
	
              Comerica
      Bank – Texas

            	
              Filed:  10/04/1989

              Number:  89-00224602

               

              Comments:

               

            	
              All
      business equipment and machinery and accessories thereto, now owned or
      hereafter acquired, including but not limited to the attached “Exhibit
      A”.

               

            
	
              Comerica
      Bank - Texas

            	
              Filed:  05/01/1992

              Number:  92-00086748

               

              Comments:

               

            	
              All
      accounts (as defined in the Texas Business and Commerce Code) and accounts
      receivable of debtor now existing or hereafter arising; the rights and
      interests of debtor in and to the goods, the sale and delivery of which
      gave rise to such accounts receivable, and the proceeds of such accounts
      and accounts receivable.

               

              All
      of debtor’s equipment, including, without limitation, all furniture,
      furnishings, fixtures, machinery, parts and tools, now owned or hereafter
      acquired by debtor, and all additions, accessions, substitutions,
      replacements, and attachments thereof or thereto.

               

            
	
              Comerica
      Bank - Texas

            	
              Filed:  12/05/1994

              Number:  94-00234327

               

              Comments:

               

            	
              All
      right, title, and interest of Debtor in and to a Hitachi EX 700 Hydraulic
      Excavator, and certain related equipment, as more particularly described
      in Exhibit “A” attached hereto.

               

              All
      substitutions and replacements for, accessions, attachments and other
      additions to, tools, parts and equipment used in connection with, and
      proceeds and products of, the above Collateral; all certificates of title,
      manufacturer’s statements of origin, other documents, accounts and chattel
      paper arising from or related to the above Collateral, any of which, if
      received by Debtor, upon request shall be delivered immediately to Secured
      Party.

               

            
	
              Comerica
      Bank – Texas

               

               

            	
              Filed:  03/15/1996

              Number:  96-00047946

               

              Comments:  Sterling
      Construction Company also listed as Debtor.

               

            	
              All
      of the equipment and fixtures of the Debtor (including, without
      limitation, all equipment, furniture and fixtures), both now owned and
      hereafter acquired, together with (i) all additions, parts, fittings,
      accessories, special tools, attachments, and accessions now and hereafter
      affixed thereto and/or used in connection therewith, (ii) all replacements
      thereof and substitutions therefor, and (iii) all cash and non-cash
      proceeds and products thereof.

               

              Proceeds
      and products of the collateral are also covered.

               

            
	
              Comerica
      Bank – Texas

               

               

            	
              Filed:  06/22/1998

              Number:  98-00125328

               

              Comments:

               

            	
              The
      items described in the Description of Collateral attached hereto as
      Exhibit “A” and incorporated herein by reference for all purposes, as the
      same relate to the land (“Real Property”) described in Exhibit “B”
      attached hereto and the improvements thereon or thereto (collectively, the
      “Mortgaged Property”).

               

              Proceeds
      of the above-described Collateral are also covered.

               

              Contract
      Rights, General Intangibles, Equipment, Fixtures.

               

              Real
      Estate described as property in Harris County, TX.

               

            
	
              Comerica
      Bank – Texas

               

               

            	
              Filed:  02/20/2002

              Number:  02-0019932086

               

              Comments:

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Comerica
      Bank – Texas

               

               

            	
              Filed:  09/23/2002

              Number:  03-0002265725

               

              Comments:  this
      is an “in-lieu” filing of a Michigan UCC.

               

            	
              Second
      Lien Deed of Trust, Security Agreement, Assignment of Rents and Financing
      Statement, dated June 18, 2001.

               

              as
      to Real Estate described as located in Harris Co., TX.

            
	
              Comerica
      Bank - Texas

            	
              Filed:  9/23/2002

              Number:  03-0002265836

               

              Comments:  this
      is an “in-lieu” filing of a Michigan UCC.

               

            	
              Second
      Lien Deed of Trust, Security Agreement, Assignment of Rents and Financing
      Statement dated June 18, 2001

            
	
              Comerica
      Bank – Texas

               

               

            	
              Filed:  09/24/2002

              Number:  03-0002456666

               

              Comments:  this
      is an “in-lieu” filing of a Michigan UCC.

               

            	
              Third
      Lien Deed of Trust, Security Agreement, Assignment of Rents and Financing
      Statement, dated July 18, 2001.

               

              First
      Modification Agreement dated September 23, 2002.

               

              as
      to Real Estate described as located in Harris Co., TX.

               

            
	
              Comerica
      Bank – Texas

               

               

            	
              Filed:  09/24/2002

              Number:  03-0002457798

               

              Comments:  this
      is an “in-lieu” filing of a Michigan UCC.

               

            	
              Security
      Agreement (all assets) dated July 18, 2001.

               

              Supplemental
      Security Agreement (all assets) dated September 23, 2002.

               

              Supplemental
      Security Agreement (all assets) dated December 23, 2004.

               

            
	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  12/03/2002

              Number:  03-0009654077

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  12/03/2002

              Number:  03-0009654300

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  12/03/2002

              Number:  03-0009654411

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  12/03/2002

              Number:  03-0009654522

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  12/03/2002

              Number:  03-0009655109

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  12/03/2002

              Number:  03-0009655543

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  12/03/2002

              Number:  03-0009655654

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  12/03/2002

              Number:  03-0009655765

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Caterpillar
      Financial Services Corporation

            	
              Filed:  12/03/2002

              Number:  03-0009655876

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              CitiCapital
      Commercial Corporation

            	
              Filed:  05/02/2003

              Number:  03-0026341382

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Comerica
      Bank

            	
              Filed:  08/07/2003

              Number:  03-0037123514

               

            	
              All
      of Debtor’s right, title and interest, whether now owned or hereafter
      acquired, in and to (i) that certain Promissory Note dated as of April 28,
      2003, in the original principal amount of $3,200,000, executed by Sterling
      Houston Holdings, Inc., and payable to Debtor.

               

              as
      further described in the UCC filing.

               

            
	
              CIT
      Financial USA, Inc.

            	
              Filed:  11/22/2004

              Number:  04-0089199868

               

            	
              Specific
      computer equipment as to Loan Agreement dated November 12,
      2004.

               

              as
      further described in the UCC filing.

               

            
	
              CitiCapital
      Commercial Leasing Corporation

               

            	
              Filed:  05/25/2005

              Number:  05-0016473824

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              CitiCapital
      Commercial Leasing Corporation

               

            	
              Filed:  05/25/2005

              Number:  05-0016473935

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              ROMCO
      Equipment Co., L.P.

            	
              Filed:  10/17/2005

              Number:  05-0032204056

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              HOLT
      CAT

            	
              Filed:  02/22/2006

              Number:  06-0005958881

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Comerica
      Bank, successor by merger with Comerica Bank - Texas

            	
              Filed:  04/21/2006

              Number:  06-0013702766

               

              Comments:  this
      is an “in-lieu” of two MI UCC filings.

               

            	
              Second
      Lien Deed of Trust, Security Agreement, Assignment of Rents and Financing
      Statement, dated June 18, 2001.

               

              as
      to Real Estate described as located in Harris Co., TX.

            
	
              Comerica
      Bank, successor by merger with Comerica Bank - Texas

            	
              Filed:  05/15/2006

              Number:  06-0016474301

               

              Comments:  this
      is an “in-lieu” of two MI UCC filings.

               

            	
              Third
      Lien Deed of Trust, Security Agreement, Assignment of Rents and Financing
      Statement, dated July 18, 2001.

               

              as
      to Real Estate described as located in Harris Co., TX.

               

            
	
              Comerica
      Bank, successor by merger with Comerica Bank - Texas

            	
              Filed:  05/22/2006

              Number:  06-0017374068

               

              Comments:  this
      is an “in-lieu” of one DE UCC filing.

               

            	
              Security
      Agreement (Third Party Pledge) dated July 18, 2001.

            
	
              Comerica
      Bank, successor by merger with Comerica Bank - Texas

            	
              Filed:  06/06/2006

              Number:  06-0019072863

            	
              All
      of Debtor’s equipment, now owned or hereafter acquired including but not
      limited to the Exhibits “A” and “B” attached hereto...

               

              as
      further described in the UCC filing.

               

              Exhibits
      A and B not provided with search results.

               

            
	
              ROMCO
      Equipment Co., L.P.

            	
              Filed:  07/17/2006

              Number:  06-0024047790

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              ROMCO
      Equipment Co., L.P.

            	
              Filed:  07/21/2006

              Number:  06-0024684686

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Union
      Bank and Trust Company

            	
              Filed:  09/15/2006

              Number:  06-0030878789

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Union
      Bank and Trust Company

            	
              Filed:  09/15/2006

              Number:  06-0030879033

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Comerica
      Leasing Corporation

            	
              Filed:  09/22/2006

              Number:  06-0031671600

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Protection
      Services Inc.

            	
              Filed:  01/30/2007

              Number:  07-0003459452

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Comerica
      Leasing Corporation

            	
              Filed:  03/22/2007

              Number:  07-0009612691

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              ROMCO
      Equipment Co., L.P.

            	
              Filed:  04/10/2007

              Number:  07-0011834296

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Herc
      Exchange, LLC

            	
              Filed:  05/01/2007

              Number:  07-0014662056

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              ROMCO
      Equipment Co., L.P.

            	
              Filed:  05/24/2007

              Number:  07-0017670381

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              JP
      Morgan Chase Bank

            	
              Filed:  05/25/2007

              Number:  07-0017684821

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              Comerica
      Leasing Corporation

            	
              Filed:  08/23/2007

              Number:  07-0028864106

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              ROMCO
      Equipment Co., L.P.

            	
              Filed:  09/21/2007

              Number:  07-0032422212

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              ROMCO
      Equipment Co., L.P.

            	
              Filed:  09/21/2007

              Number:  07-0032422323

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            
	
              ROMCO
      Equipment Co., L.P.

            	
              Filed:  10/05/2007

              Number:  07-0034208307

               

            	
              Specific
      equipment, as more particularly described in the financing
      statement.

            


    

     

    
      
        Detroit_801261_9

         


      

      
        179

        
          

        

      

      
         


      

    

     

    Texas
Sterling Construction, L.P.

    Jurisdiction:  Texas,
Secretary of State

    Terminated
UCC Financing Statements:

    
      	
              Secured
      Party

            	
              Filing
      Information

            	
              Collateral

            
	
              NationsRent,
      Inc.

            	
              Filed:  12/08/2004

              Number:  04-0090663735

               

            	
              Specific
      equipment.

              Terminated.

            
	
              National
      Trench Safety, LLC

            	
              Filed:  3/10/2006

              Number:  06-0007900901

               

            	
              Terminated

            
	
              National
      Trench Safety, LLC

            	
              Filed:  5/25/2006

              Number:  06-0017898069

               

            	
              Terminated

            
	
              National
      Trench Safety, LLC

            	
              Filed:  5/8/2007

              Number:  07-0015628261

               

            	
              Terminated

            
	
              National
      Trench Safety, LLC

            	
              Filed:  5/8/2007

              Number:  07-00156228372

               

            	
              Terminated

            
	
              National
      Trench Safety, LLC

            	
              Filed:  5/23/2007

              Number:  07-0017438929

               

            	
              Terminated

            
	
              National
      Trench Safety, LLC

            	
              Filed:  8/17/2007

              Number:  07-0028106589

               

            	
              Terminated

            
	
              NTS
      Mikedon, LLC

            	
              Filed:  9/12/07

              Number:  07-0031174124

               

            	
              Terminated

            


    

    

      
        
          Detroit_801261_9

           


        

        
          180

          
            

          

        

        
           


        

      



    Schedule
Number 8.7

     

    Existing
Investments

     

    NONE

     

    
      
        Detroit_801261_9

         


      

      
        181

        
          

        

      

      
         


      

    


    Schedule
Number 8.8

     

    Transactions
with Affiliates

     

    NONE

     

    
      
        Detroit_801261_9

         


      

      
        182

        
          

        

      

      
         


      

    


    Schedule
Number 13.6

     

    Notice
Addresses

     

    
      	
              Notice to Borrowers:

               

              Sterling
      Construction Company, Inc.

              Texas
      Sterling Construction Co.

              Oakhurst
      Management Corporation

              Road
      and Highway Builders, LLC

              Road
      and Highway Builders Inc.

              Mail:

              20810
      Fernbush Lane

              Houston,
      Texas 77073

              Attention:                  Joseph
      P. Harper, Sr.,President

              Telephone:                   (281)
      821-9091

              Facsimile:                   (281)
      821-2995

              E-mail:                   JoeH@texas-sterling.com

               

            	
              With
      a copy, not, however, constituting notice to:

              Mail:

              Roger
      M. Barzun, Esq.

              60
      Hubbard Street

              Concord,
      Massachusetts 01742

              Telephone:
      (978) 287-4275

              Facsimile:
      (978) 405-5024

              E-mail:
      Rbarzun@Verizon.net

               

            
	
              Notice to Agent:

               

              Comerica
      Bank

              Corporate
      Finance

              500
      Woodward Ave.

              Detroit,
      Michigan 48226

              Fax:
      313-222-5272

               

              Email
      for reporting requirements: corporatefinance@comerica.com

               

              Email
      for Requests for Advance and Payments: corpfinadmin@comerica.com

            	 
      


    

     

    183