Exhibit 10.28 (Second Amended and Restated Credit Agreement)


    
      

    

    Exhibit
      10.28

    


    Published
      CUSIP Number: 22283DAA1 

     

    SECOND
      AMENDED AND RESTATED

    CREDIT
      AGREEMENT

     

    Dated
      as
      of December 21, 2006

    among

     

    COVENANT
      ASSET MANAGEMENT, INC.,

    as
      the
      Borrower,

     

    COVENANT
      TRANSPORT, INC.

     

    BANK
      OF AMERICA, N.A.,

    as
      Administrative Agent, Swing Line Lender

    and

    L/C
      Issuer,

     

    and

     

    The
      Other
      Lenders Party Hereto

     

    BANC
      OF AMERICA SECURITIES LLC,

    as

    Sole
      Lead
      Arranger and Sole Book Manager

     

    REGIONS
      BANK (successor by merger to

    AmSouth
      Bank), 

    as

    Syndication
      Agent

     

    and

     

    SUNTRUST
      BANK,

    as

    Documentation
      Agent

     

    


    
      
        

      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    


    
      	
              Section

            	 	
              Page

            
	 	 	 
	
              ARTICLE
                I.

            	
              ASSIGNMENT
                AND ALLOCATIONS; DEFINITIONS AND ACCOUNTING TERMS

            	
               
                1

            
	 	 	 
	
                  1.01

            	
              Assignment
                and Allocations

            	
               
                1

            
	
                  1.02

            	
              Defined
                Terms

            	
               
                3

            
	
                  1.03

            	
              Other
                Interpretive Provisions

            	
              30

            
	
                  1.04

            	
              Accounting
                Terms

            	
              30

            
	
                  1.05

            	
              Rounding

            	
              31

            
	
                  1.06

            	
              Times
                of Day

            	
              31

            
	
                  1.07

            	
              Letter
                of Credit Amounts

            	
              31

            
	
                  1.08

            	
              Accounting
                for Acquisitions

            	
              31

            
	 	 	 
	
              ARTICLE
                II.

            	
              THE
                COMMITMENTS AND CREDIT EXTENSIONS

            	
              32

            
	 	 	 
	
                  2.01

            	
              Revolving
                Loans

            	
              32

            
	
                  2.02

            	
              Borrowings,
                Conversions and Continuations of Revolving Loans

            	
              32

            
	
                  2.03

            	
              Letters
                of Credit

            	
              34

            
	
                  2.04

            	
              Swing
                Line Loans

            	
              42

            
	
                  2.05

            	
              Prepayments

            	
              45

            
	
                  2.06

            	
              Termination
                or Reduction of Commitments

            	
              46

            
	
                  2.07

            	
              Repayment
                of Loans

            	
              46

            
	
                  2.08

            	
              Interest

            	
              46

            
	
                  2.09

            	
              Fees

            	
              47

            
	
                  2.10

            	
              Computation
                of Interest and Fees

            	
              48

            
	
                  2.11

            	
              Evidence
                of Debt

            	
              48

            
	
                  2.12

            	
              Payments
                Generally; Administrative Agent’s Clawback

            	
              48

            
	
                  2.13

            	
              Sharing
                of Payments by Lenders

            	
              50

            
	
                  2.14

            	
              Increase
                in Commitments

            	
              51

            
	 	 	 
	
              ARTICLE
                III.

            	
              TAXES,
                YIELD PROTECTION AND ILLEGALITY

            	
              52

            
	 	 	 
	
                  3.01

            	
              Taxes

            	
              52

            
	
                  3.02

            	
              Illegality

            	
              54

            
	
                  3.03

            	
              Inability
                to Determine Rates

            	
              54

            
	
                  3.04

            	
              Increased
                Costs

            	
              55

            
	
                  3.05

            	
              Compensation
                for Losses

            	
              56

            
	
                  3.06

            	
              Mitigation
                Obligations; Replacement of Lenders

            	
              57

            
	
                  3.07

            	
              Survival

            	
              57

            
	 	 	 
	
              ARTICLE
                IV.

            	
              CONDITIONS
                PRECEDENT TO CREDIT EXTENSIONS

            	
              57

            
	 	 	 
	
                  4.01

            	
              Conditions
                of Initial Credit Extension

            	
              57

            
	
                  4.02

            	
              Conditions
                to all Credit Extensions

            	
              60

            
	 	 	 
	
              ARTICLE
                IVA

            	
              SECURITY

            	
              60

            
	 	 	 
	
                  4A.01

            	
              Security

            	
              60

            
	
                  4A.02

            	
              Pledged
                Stock

            	
              61

            


    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    


    
      	
                  4A.03

            	
              Further
                Assurances

            	
              61

            
	
                  4A.04

            	
              Information
                Regarding Collateral

            	
              61

            
	
                  4A.05

            	
              Collateral
                Agent

            	
              62

            
	 	 	 
	
              ARTICLE
                V.

            	
              REPRESENTATIONS
                AND WARRANTIES

            	
              62

            
	 	 	 
	
                  5.01

            	
              Organization
                and Authority

            	
              62

            
	
                  5.02

            	
              Loan
                Documents

            	
              63

            
	
                  5.03

            	
              Solvency

            	
              63

            
	
                  5.04

            	
              Subsidiaries
                and Stockholders

            	
              63

            
	
                  5.05

            	
              Ownership
                Interests

            	
              64

            
	
                  5.06

            	
              Financial
                Condition; No Internal Control Event

            	
              64

            
	
                  5.07

            	
              Title
                to Properties

            	
              64

            
	
                  5.08

            	
              Taxes

            	
              65

            
	
                  5.09

            	
              Other
                Agreements

            	
              65

            
	
                  5.10

            	
              Litigation

            	
              65

            
	
                  5.11

            	
              Margin
                Stock

            	
              65

            
	
                  5.12

            	
              Regulated
                Company

            	
              66

            
	
                  5.13

            	
              Patents,
                Etc

            	
              66

            
	
                  5.14

            	
              No
                Untrue Statement

            	
              66

            
	
                  5.15

            	
              No
                Consents, Etc

            	
              66

            
	
                  5.16

            	
              Employee
                Benefit Plans

            	
              66

            
	
                  5.17

            	
              No
                Default

            	
              67

            
	
                  5.18

            	
              Environmental
                Laws

            	
              68

            
	
                  5.19

            	
              Employment
                Matters

            	
              68

            
	 	 	 
	
              ARTICLE
                VI.

            	
              AFFIRMATIVE
                COVENANTS

            	
              68

            
	 	 	 
	
                  6.01

            	
              Financial
                Reports, Etc

            	
              69

            
	
                  6.02

            	
              Maintain
                Properties

            	
              71

            
	
                  6.03

            	
              Existence,
                Qualification, Etc

            	
              71

            
	
                  6.04

            	
              Taxes

            	
              71

            
	
                  6.05

            	
              Insurance

            	
              72

            
	
                  6.06

            	
              True
                Books

            	
              72

            
	
                  6.07

            	
              Right
                of Inspection

            	
              72

            
	
                  6.08

            	
              Observe
                all Laws

            	
              72

            
	
                  6.09

            	
              Governmental
                Licenses

            	
              72

            
	
                  6.10

            	
              Covenants
                Extending to Other Persons

            	
              72

            
	
                  6.11

            	
              Officers
                Knowledge of Default

            	
              73

            
	
                  6.12

            	
              Suits
                or Other Proceedings

            	
              73

            
	
                  6.13

            	
              Notice
                of Environmental Complaint or Condition

            	
              73

            
	
                  6.14

            	
              Environmental
                Compliance

            	
              73

            
	
                  6.15

            	
              Indemnification

            	
              73

            
	
                  6.16

            	
              Further
                Assurances

            	
              74

            
	
                  6.17

            	
              Employee
                Benefit Plans

            	
              74

            
	
                  6.18

            	
              Continued
                Operations

            	
              75

            
	
                  6.19

            	
              Use
                of Proceeds

            	
              75

            
	
                  6.20

            	
              New
                Subsidiaries

            	
              75

            


    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    


    
      	
                  6.21

            	
              Internal
                Control Event

            	
              76

            
	 	 	 
	
              ARTICLE
                VII.

            	
              NEGATIVE
                COVENANTS

            	
              77

            
	 	 	 
	
                  7.01

            	
              Financial
                Covenants

            	
              77

            
	
                  7.02

            	
              Acquisitions

            	
              77

            
	
                  7.03

            	
              Liens

            	
              77

            
	
                  7.04

            	
              Indebtedness

            	
              78

            
	
                  7.05

            	
              Transfer
                of Assets

            	
              80

            
	
                  7.06

            	
              Investments

            	
              80

            
	
                  7.07

            	
              Merger
                or Consolidation

            	
              81

            
	
                  7.08

            	
              Restricted
                Payments

            	
              81

            
	
                  7.09

            	
              Transactions
                with Affiliates

            	
              81

            
	
                  7.10

            	
              Compliance
                with ERISA, the Code and Foreign Benefit Laws

            	
              82

            
	
                  7.11

            	
              Fiscal
                Year

            	
              82

            
	
                  7.12

            	
              Dissolution,
                Etc

            	
              82

            
	
                  7.13

            	
              Limitations
                on Sales and Leasebacks

            	
              82

            
	
                  7.14

            	
              Change
                of Control

            	
              83

            
	
                  7.15

            	
              Rate
                Hedging Obligations

            	
              83

            
	
                  7.16

            	
              Negative
                Pledge Clauses

            	
              83

            
	
                  7.17

            	
              [Intentionally
                Omitted]

            	
              83

            
	
                  7.18

            	
              Change
                in Accountants

            	
              84

            
	
                  7.19

            	
              Modification
                or Prepayment of Indebtedness and Certain Documentation

            	
              84

            
	
                  7.20

            	
              Partnerships

            	
              84

            
	
                  7.21

            	
              Restrictive
                Agreements

            	
              84

            
	 	 	 
	
              ARTICLE
                VIII.

            	
              EVENTS
                OF DEFAULT AND REMEDIES

            	
              84

            
	 	 	 
	
                  8.01

            	
              Events
                of Default

            	
              84

            
	
                  8.02

            	
              Remedies
                Upon Event of Default

            	
              87

            
	
                  8.03

            	
              Application
                of Funds

            	
              87

            
	 	 	 
	
              ARTICLE
                IX.

            	
              ADMINISTRATIVE
                AGENT

            	
              88

            
	 	 	 
	
                  9.01

            	
              Appointment
                and Authority

            	
              88

            
	
                  9.02

            	
              Rights
                as a Lender

            	
              88

            
	
                  9.03

            	
              Exculpatory
                Provisions

            	
              89

            
	
                  9.04

            	
              Reliance
                by Administrative Agent

            	
              90

            
	
                  9.05

            	
              Delegation
                of Duties

            	
              90

            
	
                  9.06

            	
              Resignation
                of Administrative Agent

            	
              90

            
	
                  9.07

            	
              Non-Reliance
                on Administrative Agent and Other Lenders

            	
              91

            
	
                  9.08

            	
              No
                Other Duties, Etc

            	
              91

            
	
                  9.09

            	
              Administrative
                Agent May File Proofs of Claim

            	
              91

            
	
                  9.10

            	
              Collateral
                and Guaranty Matters

            	
              92

            
	 	 	 
	
              ARTICLE
                X.

            	
              MISCELLANEOUS

            	
              93

            
	 	 	 
	
                  10.01

            	
              Amendments,
                Etc

            	
              93

            
	
                  10.02

            	
              Notices;
                Effectiveness; Electronic Communication

            	
              94

            


    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    


    
      	
                  10.03

            	
              No
                Waiver; Cumulative Remedies

            	
              96

            
	
                  10.04

            	
              Expenses;
                Indemnity; Damage Waiver

            	
              96

            
	
                  10.05

            	
              Payments
                Set Aside

            	
              98

            
	
                  10.06

            	
              Successors
                and Assigns

            	
              98

            
	
                  10.07

            	
              Treatment
                of Certain Information; Confidentiality

            	
              102

            
	
                  10.08

            	
              Right
                of Setoff

            	
              103

            
	
                  10.09

            	
              Interest
                Rate Limitation

            	
              103

            
	
                  10.10

            	
              Counterparts;
                Integration; Effectiveness

            	
              103

            
	
                  10.11

            	
              Survival
                of Representations and Warranties

            	
              104

            
	
                  10.12

            	
              Severability

            	
              104

            
	
                  10.13

            	
              Replacement
                of Lenders

            	
              104

            
	
                  10.14

            	
              Governing
                Law; Jurisdiction; Etc

            	
              105

            
	
                  10.15

            	
              Waiver
                of Jury Trial

            	
              106

            
	
                  10.16

            	
              No
                Advisory or Fiduciary Responsibility

            	
              106

            
	
                  10.17

            	
              USA
                PATRIOT Act Notice

            	
              107

            
	 	 	 
	
              SIGNATURES

            	 	
              S-1

            


    

    


     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    SCHEDULES

     

    
      	
              1.02

            	
              Existing
                Letters of Credit

            
	
              2.01

            	
              Commitments
                and Applicable Percentages

            
	
              4.01(a)(iv)

            	
              Jurisdictions
                Requiring Qualification

            
	
              4A.04

            	
              Information
                Regarding Collateral

            
	
              5.04

            	
              Subsidiaries
                and Investments in Other Persons

            
	
              5.06

            	
              Indebtedness

            
	
              5.07

            	
              Liens

            
	
              5.08

            	
              Tax
                Matters

            
	
              5.10

            	
              Litigation

            
	
              10.02

            	
              Administrative
                Agent’s Office; Certain Addresses for
                Notices

            


    

    


    


    EXHIBITS

     

    
      	
              Form
                of

               

            	 
	
              A

            	
              Revolving
                Loan Notice

            
	
              B

            	
              Swing
                Line Loan Notice

            
	
              C

            	
              Note

            
	
              D

            	
              Compliance
                Certificate

            
	
              E

            	
              Assignment
                and Assumption

            
	
              F-1

            	
              Parent
                Guaranty

            
	
              F-2

            	
              Subsidiary
                Guaranty

            
	
              G

            	
              Opinion
                Matters

            
	
              H-1

            	
              Fourth
                Amended and Restated Parent Stock Pledge and Security
                Agreement

            
	
              H-2

            	
              Fourth
                Amended and Restated Guarantor Stock Pledge and Security
                Agreement

            
	
              I

            	
              Borrowing
                Base Certificate

            


    

    


    



    
      
        
        

      

      
        v

        
          

        

      

      
        
        

        
          


        

      

    



    SECOND
      AMENDED AND RESTATED CREDIT AGREEMENT

    


    This
      SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”)
      is
      entered into as of December 21,
      2006, among
      Covenant Asset Management, Inc., a Nevada corporation (the “Borrower”),
      Covenant Transport, Inc., a Nevada corporation and the owner of 100% of the
      issued and outstanding common stock of the Borrower (the “Parent”),
      each
      lender from time to time party hereto (collectively, the “Lenders”
and
      individually, a “Lender”),
      and
      BANK OF AMERICA, N.A.,
      as
      Administrative Agent, Swing Line Lender and L/C Issuer.

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Borrower, the Parent, the Administrative Agent and the Lenders have entered
      into
      that certain Amended and Restated Credit Agreement dated as of December 16,
      2004, as amended by (i) that certain Amendment No. 1 to Amended and Restated
      Credit Agreement dated as of July 18, 2005, (ii) that certain Amendment No.
      2 to
      Amended and Restated Credit Agreement dated as of March 3, 2006, (iii) that
      certain Amendment No. 3 and Limited Waiver to Amended and Restated Credit
      Agreement dated as of August 11, 2006, and (iv) that certain Amendment No.
      4,
      Consent and Limited Waiver to Amended and Restated Credit Agreement dated as
      of
      October 20, 2006 (as further amended or modified from time to time prior to
      the
      date hereof, the “Existing
      Credit Agreement”;
      the
      capitalized terms used in this Agreement not otherwise defined herein shall
      have
      the respective meanings given thereto in the Existing Credit Agreement),
      pursuant to which the Lenders have made available to the Borrower various
      revolving credit facilities, including a letter of credit facility and a swing
      line facility;

    


    WHEREAS,
      the
      Borrower and the Parent have requested that the Existing Credit Agreement be
      amended and restated in order to, among other things, extend the maturity date
      of the revolving credit facility, provide for increases to such revolving credit
      agreement from time to time, subject to the conditions set forth herein, in
      an
      amount not to exceed $75,000,000 in the aggregate for all such increases, modify
      the commitments of the Lenders, and make certain other amendments to the
      Existing Credit Agreement (the “Amendment
      and Restatement”);
      and

    


    WHEREAS,
      the
      Borrower, the Lenders and the Administrative Agent have agreed to and desire
      to
      amend and restate the Existing Credit Agreement upon the terms and conditions
      set forth herein;

    


    NOW,
      THEREFORE,
      the
      Borrower, the Parent, the Lenders and the Administrative Agent hereby agree
      as
      follows:

     

    ARTICLE
      I.

    ASSIGNMENT
      AND ALLOCATIONS; DEFINITIONS AND ACCOUNTING TERMS

     

    1.01 Assignment
      and Allocations.
      In order
      to facilitate the Amendment and Restatement of the Existing Credit Agreement
      and
      otherwise to effectuate the desires of the Borrower, the Administrative Agent
      and the Lenders: 

    


    (a) The
      parties hereto agree that (i) each of the Revolving Credit Commitments (as
      defined in the Existing Credit Agreement) shall, subject to the terms hereof,
      constitute a


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Commitment
      (as defined in this Agreement) hereunder. As of the close of business on the
      date immediately preceding the Closing Date, the Revolving Credit Commitments,
      the Applicable Commitment Percentage (as defined in the Existing Credit
      Agreement) of the Lenders (as defined in the Existing Credit Agreement) and
      the
      Revolving Credit Outstandings (as defined in the Existing Credit Agreement)
      outstanding under the Existing Credit Agreement were as follows:

    


    
      	
              Lender

            	
              Revolving
                Credit 

              Commitment

            	
              Lender’s
                Applicable 

              Commitment
                Percentage

            	
              Revolving
                Credit 

              Outstandings

            
	
              Bank
                of America, N.A.

            	
              $35,000,000

            	
              23.333333334%

            	
              $29,606,153.47

            
	
              SunTrust
                Bank

            	
              $22,500,000

            	
              15.000000000%

            	
              $19,032,527.25

            
	
              Branch
                Banking and Trust Company

            	
              $22,500,000

            	
              15.000000000%

            	
              $19,032,527.25

            
	
              National
                City Bank of Kentucky

            	
              $20,000,000

            	
              13.333333333%

            	
              $16,917,802.00

            
	
              BNP
                Paribas

            	
              $20,000,000

            	
              13.333333333%

            	
              $16,917,802.02

            
	
              Regions
                Bank (succesor 

              by
                merger to AmSouth Bank)

            	
               

              $15,000,000

            	
               

              10.000000000%

            	
               

              $12,688,351.50

            
	
              First
                Tennessee Bank National Association

            	
              $15,000,000

            	
              10.000000000%

            	
              $12,688,351.50

            


    

    


    (ii)
      each
      of the Existing Letters of Credit shall constitute a Letter of Credit hereunder,
      and (iii) each outstanding Swing Line Loan (as defined in the Existing Credit
      Agreement) shall constitute an outstanding Swing Line Loan hereunder.


    


    (b) Simultaneously
      with the Closing Date, the parties hereby agree that the Commitments shall
      be as
      set forth in Schedule
      2.01
      and the
      Revolving Credit Outstandings and participations in Existing Letters of Credit
      under the Existing Credit Facility shall be reallocated in accordance with
      such
      Commitments and the requisite assignments shall be deemed to be made in such
      amounts by and between the Lenders and from each Lender to each other Lender,
      with the same force and effect as if such assignments were evidenced by
      applicable Assignments and Acceptances (as defined in the Existing Credit
      Agreement) under the Existing Credit Agreement. Notwithstanding anything to
      the
      contrary in Section
      13.1
      of the
      Existing Credit Agreement or Section
      10.06
      of this
      Agreement, no other documents or instruments, including any Assignment and
      Assumption, shall be executed, and no fees otherwise provided for in such
      section as payable to the Administrative Agent in connection with assignments
      will be payable, in connection with these assignments (all of which requirements
      are hereby waived), and such assignments shall be deemed to be made with all
      applicable representations, warranties and covenants as if evidenced by an
      Assignment and Acceptance. On the Closing Date, the Lenders shall make full
      cash
      settlement with the Administrative Agent, as the Administrative Agent may direct
      or approve, with respect to all assignments, reallocations and other changes
      in
      Commitments and the Outstanding Amount of Revolving Loans such that after giving
      effect to such settlements each Lender’s Applicable Percentage shall be as set
      forth on Schedule
      2.01.

    


    (c) The
      Borrower, the Administrative Agent and the Lenders hereby agree that upon the
      effectiveness of this Agreement, the terms and provisions of the Existing Credit
      Agreement


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    shall
      be
      and hereby are amended and restated in their entirety by the terms, conditions
      and provisions of this Agreement, and the terms and provisions of the Existing
      Credit Agreement, except as otherwise expressly provided herein, shall be
      superseded by this Agreement.

    


    Notwithstanding
      this Amendment and Restatement of the Existing Credit Agreement, including
      anything in this Section
      1.01,
      and in
      any related Loan Documents (as defined in the Existing Credit Agreement and
      referred to herein, individually or collectively, as the “Existing
      Loan Documents”),
      (i)
      all of the indebtedness, liabilities and obligations owing by any Person under
      the Existing Credit Agreement shall continue as Obligations hereunder, (ii)
      all
      of the indebtedness, liabilities and obligations owing by any Person under
      the
      Existing Loan Documents other than the Existing Credit Agreement shall continue
      under the corresponding such amended and restated Loan Document (as defined
      herein) and (iii) each of this Agreement and the Notes and any other Loan
      Document that is amended and restated in connection with this Agreement is
      given
      as a substitution of, and not as a payment of, the indebtedness, liabilities
      and
      obligations of the Borrower and the Guarantors under the Existing Credit
      Agreement or any Existing Loan Document, and neither the execution and delivery
      of such documents nor the consummation of any other transaction contemplated
      hereunder is, or is intended to constitute, a novation of the Existing Credit
      Agreement or of any of the other Existing Loan Documents or any obligations
      thereunder. Upon the effectiveness of this Agreement, all Loans owing by the
      Borrower and outstanding under the Existing Credit Agreement shall (i) in the
      case of Base Rate Loans (as defined in the Existing Credit Agreement), continue
      as Base Rate Loans hereunder and (ii) in the case of Eurodollar Rate Loans
      (as
      defined in the Existing Credit Agreement), be converted on the Closing Date
      to
      and, subject to conversion after the Closing Date, shall continue as Base Rate
      Loans hereunder, and all Letters of Credit outstanding under the Existing Credit
      Agreement and any of the Existing Loan Documents shall continue as Letters
      of
      Credit hereunder; provided
      that if
      any Eurodollar Rate Loans (as defined in the Existing Credit Agreement) are
      so
      converted on a day other than the last day of an Interest Period (as defined
      in
      the Existing Credit Agreement), the Borrower shall compensate the Lenders
      holding such Eurodollar Rate Loans pursuant to Section 3.05
      for any
      loss, cost or expense arising from such conversion on the Closing Date of
      Eurodollar Rate Loans to Base Rate Loans hereunder; provided,
      further
      that on
      and after the Closing Date, the Applicable Margin and fees applicable to Loans
      and Letters of Credit hereunder shall apply without regard to any margins or
      fees otherwise applicable thereto under the Existing Credit Agreement prior
      to
      the Closing Date.

     

    1.02 Defined
      Terms.
      As used
      in this Agreement, the following terms shall have the meanings set forth
      below:

    


    “Acquisition”
means
      the acquisition of (i) a controlling equity interest in another Person
      (including the purchase of an option, warrant or convertible or similar type
      security to acquire such a controlling interest at the time it becomes
      exercisable by the holder thereof), whether by purchase of such equity interest
      or upon exercise of an option or warrant for, or conversion of securities into,
      such equity interest, or (ii) assets of another Person which constitute all
      or
      substantially all of the assets of such Person or of a line or lines of business
      conducted by such Person.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Acquisition
      Adjustments”
means
      the adjustments to certain financial terms and computations more particularly
      described in Section
      1.08.

    


    “Administrative
      Agent”
means
      Bank of America in its capacity as administrative agent under any of the Loan
      Documents, or any successor administrative agent.

    


    “Administrative
      Agent’s Office”
means
      the Administrative Agent’s address and, as appropriate, account as set forth on
Schedule
      10.02,
      or such
      other address or account as the Administrative Agent may from time to time
      notify to the Borrower and the Lenders.

    


    “Administrative
      Questionnaire”
means
      an Administrative Questionnaire in a form supplied by the Administrative Agent.
      

    


    “Affiliate”
means,
      with respect to any Person, another Person that directly, or indirectly through
      one or more intermediaries, Controls or is Controlled by or is under common
      Control with the Person specified, and an Affiliate of the Borrower or the
      Parent means any Person which beneficially owns or holds 5% or more of any
      class
      of the outstanding voting stock (or in the case of a Person which is not a
      corporation, 5% or more of the equity interest) of the Borrower or the Parent;
      or 5% or more of any class of the outstanding voting stock (or in the case
      of a
      Person which is not a corporation, 5% or more of the equity interest) of which
      is beneficially owned or held by the Borrower or the Parent.

     

    “Aggregate
      Commitments”
means
      the Commitments of all the Lenders, which on the Closing Date are in a principal
      amount equal to $200,000,000, as reduced from time to time in accordance with
      Section
      2.06
      and as
      increased from time to time in accordance with Section
      2.14.

    


    “Agreement”
means
      this Credit Agreement.

    


    “Amendment
      and Restatement”
has
      the
      meaning specified in the Recitals.

    


    “Applicable
      Percentage”
means
      with respect to any Lender at any time, the percentage (carried out to the
      ninth
      decimal place) of the Aggregate Commitments represented by such Lender’s
      Commitment at such time. If the commitment of each Lender to make Loans and
      the
      obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
      pursuant to Section
      8.02
      or if
      the Aggregate Commitments have expired, then the Applicable Percentage of each
      Lender shall be determined based on the Applicable Percentage of such Lender
      most recently in effect, giving effect to any subsequent assignments. The
      initial Applicable Percentage of each Lender is set forth opposite the name
      of
      such Lender on Schedule
      2.01
      or in
      the Assignment and Assumption pursuant to which such Lender becomes a party
      hereto, as applicable. 

    


    “Applicable
      Rate”
means,
      from time to time, the following percentages per annum, based upon the
      Consolidated Leverage Ratio as set forth below: 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Applicable
      Rate

    
      	
              Pricing
                Level

            	
              Consolidated
                Leverage Ratio

            	
              Commitment
                Fee 

            	
              Eurodollar
                Rate Loans

              ------------------------

              Letter
                of Credit Fee 

            	
              Base
                Rate Loans

            
	
              1

            	
              Less
                than 1.50x

            	
              0.125%

            	
              0.625%

            	
              0.00%

            
	
              2

            	
              Greater
                than or equal to 1.50x but less than 2.00x

            	
              0.150%

            	
              0.750%

            	
              0.00%

            
	
              3

            	
              Greater
                than or equal to 2.00x but less than 2.50x

            	
              0.200%

            	
              1.000%

            	
              0.00%

            
	
              4

            	
              Greater
                than or equal to 2.50x but less than 3.00x

            	
              0.250%

            	
              1.250%

            	
              0.00%

            
	
              5

            	
              Greater
                than or equal to 3.00x 

            	
              0.350%

            	
              1.625%

            	
              0.375%

            


    

    


    Initially,
      the Applicable Rate shall be determined based upon the Consolidated Leverage
      Ratio specified in the certificate delivered pursuant to Section
      4.01(a)(viii).
      Thereafter, any change in the Applicable Rate resulting from a change in the
      Consolidated Leverage Ratio shall be determined based upon the computation
      of
      the Consolidated Leverage Ratio set forth in the Compliance Certificate
      furnished to the Administrative Agent pursuant to Section 6.01(a)(ii)
      and
Section 6.01(b)(ii),
      subject
      to review and approval of such computations by the Administrative Agent, and
      shall be effective commencing on the fifth Business Day following the date
      such
      Compliance Certificate is received until the fifth Business Day following the
      date on which a new Compliance Certificate is delivered or is required to be
      delivered, whichever shall first occur. Notwithstanding the provisions of the
      two preceding sentences, if the Borrower shall fail to deliver any such
      Compliance Certificate within the time period required by Section 6.01,
      then
      the Applicable Rate shall be pricing level 5 from the date such Compliance
      Certificate was due until the fifth Business Day following the date the
      appropriate Compliance Certificate is so delivered. In the event the
      Consolidated Leverage Ratio in any Compliance Certificate is later determined
      to
      have been inaccurate, the Applicable Rate shall be adjusted retroactively to
      the
      date of delivery of such inaccurate Compliance Certificate to the percentage
      corresponding to the correct Consolidated Leverage Ratio for that date, and
      such
      adjusted Applicable Rate shall be applicable for the same period as that period
      during which the Applicable Rate was incorrectly determined based on the
      original inaccurate Consolidated Leverage Ratio.

    


    “Approved
      Fund”
means
      any Fund that is administered or managed by (a) a Lender, (b) an Affiliate
      of a
      Lender or (c) an entity or an Affiliate of an entity that administers or manages
      a Lender. 

    


    “Arranger”
means
      Banc of America Securities LLC, in its capacity as sole lead arranger and sole
      book manager.

    


    “Assignee
      Group”
means
      two or more Eligible Assignees that are Affiliates of one another or two or
      more
      Approved Funds managed by the same investment advisor.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Assignment
      and Assumption”
means
      an assignment and assumption entered into by a Lender and an assignee (with
      the
      consent of any party whose consent is required by Section
      10.06(b)),
      and
      accepted by the Administrative Agent, in substantially the form of Exhibit
      E
      or any
      other form approved by the Administrative Agent. 

    


    “Audited
      Financial Statements”
means
      the audited consolidated balance sheet of the Parent and its Subsidiaries for
      the fiscal year ended December 31, 2005, and the related consolidated statements
      of income or operations, shareholders’ equity and cash flows for such fiscal
      year of the Parent and its Subsidiaries, including the notes
      thereto.

    


    “Availability
      Period”
means
      the period from and including the Closing Date to the earliest of (a) the
      Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant
      to Section
      2.06,
      and (c)
      the date of termination of the commitment of each Lender to make Loans and
      of
      the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to
      Section
      8.02.

    


    “Bank
      of America”
means
      Bank of America, N.A. and its successors.

    


    “Base
      Rate”
means
      for any day a fluctuating rate per annum equal to the higher of (a) the Federal
      Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day
      as
      publicly announced from time to time by Bank of America as its “prime rate.” The
“prime rate” is a rate set by Bank of America based upon various factors
      including Bank of America’s costs and desired return, general economic
      conditions and other factors, and is used as a reference point for pricing
      some
      loans, which may be priced at, above, or below such announced rate. Any change
      in such rate announced by Bank of America shall take effect at the opening
      of
      business on the day specified in the public announcement of such
      change.

    


    “Base
      Rate Loan”
means
      a
      Loan that bears interest at a rate based on the Base Rate.

    


    “Base
      Rate Revolving Loan”
means
      a
      Revolving Loan that is a Base Rate Loan.

    


    “Borrower”
has
      the
      meaning specified in the introductory paragraph hereto.

    


    “Borrower
      Materials”
has
      the
      meaning specified in Section
      6.01.

    


    “Borrowing”
means
      a
      Revolving Borrowing or a Swing Line Borrowing, as the context may
      require.

    


    “Borrowing
      Base”
means,
      in each case determined at the end of each fiscal quarter and certified by
      the
      Borrower and the Parent in a Borrowing Base Certificate, the difference of
      (i)
      90% of the total net book value of Eligible Revenue Equipment less (ii) the
      sum
      of (x) all unsecured Indebtedness permitted pursuant to Sections
      7.04(h) and (i),
      (y) any
      other unsecured Indebtedness which is not permitted as of the Closing Date
      but
      which may be permitted after the Closing Date in accordance with the terms
      of
      this Agreement, as this Agreement may be subsequently amended and (z) any other
      unsecured Indebtedness not permitted pursuant to Section
      7.04;
      provided
      that
      despite any determination of “Borrowing Base” which includes any Indebtedness
      under clause (ii)(z) above, nothing in this definition shall be deemed to permit
      any Indebtedness not expressly permitted under this Agreement or to constitute
      a
      waiver or cure of


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    any
      Default or Event of Default that arises as a result of the incurrence of
      Indebtedness that is not permitted under this Agreement.

    


    “Borrowing
      Base Certificate”
means
      a
      certificate in the form attached hereto as Exhibit
      I
      and
      incorporated herein by reference.

    


    “Business
      Day”
means
      any day other than a Saturday, Sunday or other day on which commercial banks
      are
      authorized to close under the Laws of, or are in fact closed in, the state
      where
      the Administrative Agent’s Office is located and, if such day relates to any
      Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits
      are conducted by and between banks in the London interbank eurodollar market.
      

    


    “Capital
      Leases”
means
      all leases which have been or should be capitalized in accordance with GAAP
      as
      in effect from time to time including Statement No. 13 of the Financial
      Accounting Standards Board and any successor thereof.

    


    “Cash
      Collateralize”
has
      the
      meaning specified in Section
      2.03(g).

    


    “Change
      in Law”
means
      the occurrence, after the date of this Agreement, of any of the following:
      (a)
      the adoption or taking effect of any law, rule, regulation or treaty, (b) any
      change in any law, rule, regulation or treaty or in the administration,
      interpretation or application thereof by any Governmental Authority or (c)
      the
      making or issuance of any request, guideline or directive (whether or not having
      the force of law) by any Governmental Authority. 

    


    “Change
      of Control”
means,
      at any time:

    


    (i) any
      “person” or “group” (each as used in Sections 13(d)(3) and 14(d)(2) of the
      Exchange Act) other than David Parker, Jacqueline Parker, or Elizabeth Fuller,
      or any of their lineal descendants, or any such “group” including any of them
      (the “Exempt
      Group”)
      either
      (A) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act
      ), directly or indirectly, of Voting Securities of the Parent (or securities
      convertible into or exchangeable for such Voting Securities) representing
      30% or
      more
      of the combined voting power of all Voting Securities of the Parent (on a fully
      diluted basis) or (B) otherwise has the ability, directly or indirectly, to
      elect a majority of the board of directors of the Parent;

    


    (ii) during
      any period of up to 24 consecutive months, commencing on the Closing Date,
      individuals who at the beginning of such 24-month period were directors of
      the
      Parent shall cease for any reason (other than the death, disability, removal
      or
      retirement of a director of the Parent so long as an officer of the Parent
      replaces such Person as a director or such Person is replaced as a director
      by a
      Person whose election or appointment is approved by a majority of the board
      of
      directors at the time of such replacement) to constitute a majority of the
      board
      of directors of the Parent;

    


    (iii) any
      Person or two or more Persons acting in concert, other than the Exempt Group,
      shall have acquired by contract or otherwise, or shall have entered into a
      contract or arrangement that, upon consummation thereof, will result in its
      or
      their


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    acquisition
      of the power to exercise, directly or indirectly, a controlling influence on
      the
      management or policies of the Borrower or the Parent; or

    


    (iv) the
      Parent shall cease to own, beneficially and of record, 100% of the issued and
      outstanding shares of capital stock or other equity interest of the Borrower
      and
      each other Subsidiary of the Parent existing on the Closing Date or thereafter
      acquired or organized.

     

    “CIP”
means
      CIP, Inc., a Nevada corporation.

    


    “Closing
      Date”
means
      the first date all the conditions precedent in Section
      4.01
      are
      satisfied or waived in accordance with Section
      10.01.

    


    “Code”
means
      the Internal Revenue Code of 1986.

    


    “Collateral”
means,
      collectively, all property of the Parent, the Borrower or any Subsidiary of
      either the Parent or the Borrower, or any other Person in which the
      Administrative Agent, the Collateral Agent or any Lender is granted a Lien
      under
      any Security Instrument as security for all or any portion of the Obligations
      or
      any other obligation arising under any Loan Document.

    


    “Collateral
      Agent”
means
      Bank of America in its capacity as Collateral Agent under each of the Security
      Instruments for the benefit of the Credit Secured Parties and any successor
      thereto acting in such capacity.

    


    “Commitment”
means,
      as to each Lender, its obligation to (a) make Revolving Loans to the Borrower
      pursuant to Section
      2.01,
      (b)
      purchase participations in L/C Obligations, and (c) purchase participations
      in
      Swing Line Loans, in an aggregate principal amount at any one time outstanding
      not to exceed the amount set forth opposite such Lender’s name on Schedule
      2.01
      or in
      the Assignment and Assumption pursuant to which such Lender becomes a party
      hereto, as applicable, as such amount may be adjusted from time to time in
      accordance with this Agreement.

    


    “Compliance
      Certificate”
means
      a
      certificate substantially in the form of Exhibit
      D.

    


    “Consolidated
      EBITDAR”
means,
      with respect to the Parent and its Subsidiaries for any Four-Quarter Period
      ending on the date of computation thereof, the sum of, without duplication,
      (i)
      Consolidated Net Income, (ii) Consolidated Interest Expense, (iii) taxes on
      income, (iv) depreciation, (v) amortization, and (vi) Consolidated Lease
      Payments, all of the above determined on a consolidated basis in accordance
      with
      GAAP, subject to Acquisition Adjustments.

    


    “Consolidated
      Fixed Charge Coverage Ratio”
means,
      with respect to the Parent and its Subsidiaries for any Four-Quarter Period
      ending on the date of computation thereof, the ratio of (i) Consolidated EBITDAR
      for such period less
      taxes on
      income paid
      in
      cash during such period, subject to Acquisition Adjustments, to (ii) the sum
      of
      Consolidated Fixed Charges for such


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    period
      plus twenty-five percent (25%) of the Outstanding Amount of Revolving Loans
      as
      of the date of computation.

    


    “Consolidated
      Fixed Charges”
means,
      with respect to the Parent and its Subsidiaries for any Four-Quarter Period
      ending on the date of computation thereof, the sum of, without duplication,
      (i)
      Consolidated Interest Expense for such period, (ii) current maturities of
      Consolidated Indebtedness during such period, provided,
      that in
      connection with the Permitted Receivables Securitization, current maturities
      thereof shall be excluded from the calculation of Consolidated Fixed Charges
      unless any notice of termination has been received by the Borrower or a
      mandatory amortization payment thereunder has been required, in which case,
      the
      amount subject to such termination or amortization, as applicable, shall be
      included in such calculation, and (iii) Consolidated Lease Payments for such
      period, all determined on a consolidated basis in accordance with GAAP, subject
      to Acquisition Adjustments.

    


    “Consolidated
      Indebtedness”
means
      all Indebtedness for Money Borrowed of the Parent and its Subsidiaries, all
      determined on a consolidated basis.

    


    “Consolidated
      Interest Expense”
means,
      with respect to any period of computation thereof, the gross interest expense
      of
      the Parent and its Subsidiaries, including without limitation (i) the current
      amortized portion of debt discounts to the extent included in gross interest
      expense, (ii) the current amortized portion of all fees (including fees payable
      in respect of any Rate Hedging Obligation) payable in connection with the
      incurrence of Indebtedness to the extent included in gross interest expense
      and
      (iii) the portion of any payments made in connection with Capital Leases
      allocable to interest expense, all determined on a consolidated basis in
      accordance with GAAP, subject to Acquisition Adjustments; provided,
      however,
      that
      Consolidated Interest Expense shall include the amount of payments in respect
      of
      Synthetic Lease Obligations and the Permitted Receivables Securitization that
      are in the nature of interest.

    


    “Consolidated
      Lease Payments”
means
      the gross amount of all lease or rental payments, whether or not characterized
      as rent, of the Parent and its Subsidiaries, excluding payments in respect
      of
      Capital Leases constituting Indebtedness or in respect of Synthetic Lease
      Obligations, all determined on a consolidated basis in accordance with GAAP,
      subject to Acquisition Adjustments.

    


    “Consolidated
      Leverage Ratio”
means,
      as of the date of computation thereof, the ratio of (i) Consolidated Total
      Adjusted Indebtedness (determined as at such date) to (ii) Consolidated EBITDAR
      (for the Four-Quarter Period ending on (or most recently ended prior to) such
      date), subject to Acquisition Adjustments. 

    


    “Consolidated
      Net Income”
means,
      for any period of computation thereof, the gross revenues from operations of
      the
      Parent and its Subsidiaries (including payments received by the Parent and
      its
      Subsidiaries of (i) interest income, and (ii) dividends and distributions made
      in the ordinary course of their businesses by Persons in which investment is
      permitted pursuant to this Agreement and not related to an extraordinary event),
      less all operating and non-operating expenses of the Parent and its Subsidiaries
      including taxes on income, all determined on a consolidated basis in accordance
      with GAAP; but excluding (for all purposes other than


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    compliance
      with Section
      7.01(a))
      as
      income: (i) net gains on the acquisition, retirement, sale or other disposition
      of capital stock and other securities of the Parent or its Subsidiaries, (ii)
      net gains on the collection of proceeds of life insurance policies, (iii) any
      write-up of any asset, and (iv) any other net gain or credit of an extraordinary
      nature as determined on a consolidated basis in accordance with GAAP, subject
      to
      Acquisition Adjustments.

    


    “Consolidated
      Shareholders’ Equity”
means,
      as of any date on which the amount thereof is to be determined, (i) the sum
      of
      the following in respect of the Parent and its Subsidiaries (determined on
      a
      consolidated basis and excluding any upward adjustment after the Closing Date
      due to revaluation of assets): (a) the amount of issued and outstanding share
      capital, (b) the amount of additional paid-in capital and retained earnings
      (or,
      in the case of a deficit, minus the amount of such deficit), and (c) the amount
      of any foreign currency translation adjustment (if positive, or, if negative,
      minus the amount of such translation adjustment), (ii) minus the amount of
      any
      treasury stock, all as determined on a consolidated basis in accordance with
      GAAP.

    


    “Consolidated
      Tangible Net Worth”
means,
      as of any date on which the amount thereof is to be determined, Consolidated
      Shareholders’ Equity minus the net book value of all assets of the Parent and
      its Subsidiaries which would be treated as intangible assets, such as (without
      limitation) goodwill (whether representing the excess of cost over book value
      of
      assets acquired or otherwise), capitalized expenses, unamortized debt discount
      and expense, consignment inventory rights, patents, trademarks, trade names,
      copyrights, franchises and licenses, all as determined on a consolidated basis
      in accordance with GAAP. 

    


    “Consolidated
      Total Adjusted Indebtedness”
means
      the sum of, without duplication, (i) Consolidated Indebtedness, (ii) the amount
      of the present value of all future Consolidated Lease Payments (calculated
      using
      a discount rate determined by the Borrower in its reasonable discretion in
      light
      of current market conditions; provided,
      however,
      that
      (A) in no event shall the discount rate exceed 11 percent and (B) as of any
      date
      of determination, the Borrower shall provide notice to the Agent of any change
      in the discount rate used by the Parent and its Subsidiaries from that used
      on
      the prior date of determination) for which the Parent or any Subsidiary of
      the
      Parent is obligated, and (iii) all Contingent Obligations consisting of a
      guaranty of Indebtedness for Money Borrowed by the Parent or any of its
      Subsidiaries, all determined on a consolidated basis in accordance with GAAP,
      subject to Acquisition Adjustments.

    


    “Consolidated
      Total Assets”
means,
      as of any date on which the amount thereof is to be determined, the net book
      value of all assets of the Parent and its Subsidiaries as determined on a
      consolidated basis in accordance with GAAP.

    


    “Contingent
      Obligation”
means,
      as to any Person, any direct or indirect liability of that Person with respect
      to any Indebtedness, lease, dividend, guaranty, letter of credit or other
      obligation (each a “primary
      obligation”)
      of
      another Person (the “primary
      obligor”),
      whether or not contingent, (a) to purchase, repurchase or otherwise acquire
      any
      such primary obligation or any property constituting direct or indirect security
      therefor, or (b) to advance or provide funds (i) for the payment or discharge
      of
      any such primary obligation, or (ii) to maintain working capital or equity
      capital of the primary obligor in respect of any such primary obligation or
      otherwise to maintain the net worth or solvency or any balance sheet item,
      level
      of income or financial condition of such primary obligor, or (c) to purchase
      property, securities or services


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    primarily
      for the purpose of assuring the owner of any such primary obligation of the
      ability of the primary obligor thereof to make payment of such primary
      obligation, or (d) otherwise to assure or hold harmless the owner of any such
      primary obligation against loss or failure or inability to perform in respect
      thereof. The amount of any Contingent Obligation shall be deemed to be an amount
      equal to the stated or determinable amount of the primary obligation in respect
      of which such Contingent Obligation is made or, if not stated or determinable,
      the maximum reasonably anticipated liability in respect thereof.

    


    “Control”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through ownership
      of voting stock, by contract or otherwise. “Controlling”
and
      “Controlled”
have
      meanings correlative thereto. 

    


    “Cost
      of Acquisition”
means,
      with respect to any Acquisition, as at the date of entering into any agreement
      therefor, the sum
      of the
      following (without duplication): (i) the value of the capital stock, warrants
      or
      options to acquire capital stock of Parent or any Subsidiary of the Parent
      to be
      transferred in connection therewith, (ii) the amount of any cash and fair market
      value of other property (excluding property described in clause (i) and the
      unpaid principal amount of any debt instrument) given as consideration, (iii)
      the amount (determined by using the face amount or the amount payable at
      maturity, whichever is greater) of any Indebtedness incurred, assumed or
      acquired by the Parent or any Subsidiary of the Parent in connection with such
      Acquisition, (iv) all additional purchase price amounts in the form of earnouts
      and other contingent obligations that should be recorded on the financial
      statements, or the footnotes thereto, of the Parent and its Subsidiaries in
      accordance with GAAP, (v) all amounts paid in respect of covenants not to
      compete, consulting agreements, and other affiliated contracts in connection
      with such Acquisition that should be recorded on financial statements of the
      Parent and its Subsidiaries in accordance with GAAP, (vi) the aggregate fair
      market value of all other consideration given by the Parent or any Subsidiary
      of
      the Parent in connection with such Acquisition, and (vii) out of pocket
      transaction costs for the services and expenses of attorneys, accountants and
      other consultants incurred in effecting such transaction, and other similar
      transaction costs so incurred. For purposes of determining the Cost of
      Acquisition for any transaction, (A) the capital stock of the Parent shall
      be
      valued (I) in the case of capital stock that is then designated as a national
      market system security by the National Association of Securities Dealers, Inc.
      (“NASDAQ”) or is listed on a national securities exchange, the average of the
      last reported bid and ask quotations or the last prices reported thereon, and
      (II) with respect to any other shares of capital stock, as determined by the
      Board of Directors of the Parent and, if requested by the Administrative Agent,
      determined to be a reasonable valuation by an independent appraisal firm
      reasonably acceptable to the Administrative Agent and the Parent, (B) the
      capital stock of any Subsidiary of the Parent shall be valued as determined
      by
      the Board of Directors of such Subsidiary and, if requested by the
      Administrative Agent, determined to be a reasonable valuation by an independent
      appraisal firm reasonably acceptable to the Administrative Agent and the Parent,
      and (C) with respect to any Acquisition accomplished pursuant to the exercise
      of
      options or warrants or the conversion of securities, the Cost of Acquisition
      shall include both the cost of acquiring such option, warrant or convertible
      security as well as the cost of exercise or conversion.

    


    “Credit
      Extension”
means
      each of the following: (a) a Borrowing and (b) an L/C Credit
      Extension.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    “Credit
      Secured Parties”
means,
      collectively, the Administrative Agent, each Lender, and each Affiliate of
      a
      Lender that is party to any Swap Agreement.

    


    “CTI”
means
      Covenant Transport, Inc., a Tennessee corporation, a Subsidiary of the Parent
      and an Affiliate of the Borrower.

    


    “CVTI”
means
      CVTI Receivables Corp., a Nevada corporation.

    


    “Debtor
      Relief Laws”
means
      the Bankruptcy Code of the United States, and all other liquidation,
      conservatorship, bankruptcy, assignment for the benefit of creditors,
      moratorium, rearrangement, receivership, insolvency, reorganization, or similar
      debtor relief Laws of the United States or other applicable jurisdictions from
      time to time in effect and affecting the rights of creditors
      generally.

    


    “Default”
means
      any event or condition that constitutes an Event of Default or that, with the
      giving of any notice, the passage of time, or both, would be an Event of
      Default.

    


    “Default
      Rate”
means
      (a) when used with respect to Obligations other than Letter of Credit Fees,
      an
      interest rate equal to (i) the Base Rate plus
      (ii) the
      Applicable Rate, if any, applicable to Base Rate Loans plus
      (iii) 2%
      per annum; provided,
      however,
      that
      with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest
      rate equal to the interest rate (including any Applicable Rate) otherwise
      applicable to such Loan plus 2% per annum, and (b) when used with respect to
      Letter of Credit Fees, a rate equal to the Applicable Rate plus
      2% per
      annum.

    


    “Defaulting
      Lender”
means
      any Lender that (a) has failed to fund any portion of the Revolving Loans,
      participations in L/C Obligations or participations in Swing Line Loans required
      to be funded by it hereunder within one Business Day of the date required to
      be
      funded by it hereunder unless such failure has been cured, (b) has otherwise
      failed to pay over to the Administrative Agent or any other Lender any other
      amount required to be paid by it hereunder within one Business Day of the date
      when due, unless the subject of a good faith dispute or unless such failure
      has
      been cured, or (c) has been deemed insolvent or become the subject of a
      bankruptcy or insolvency proceeding.

    


    “Direct
      Foreign Subsidiary”
of
      any
      Person means a Subsidiary other than a Domestic Subsidiary of such Person a
      majority of whose Voting Securities, or a majority of whose Subsidiary
      Securities, are owned by such Person or a Domestic Subsidiary of such Person.
      Notwithstanding the foregoing, the term “Direct Foreign Subsidiary” shall
      specifically exclude Volunteer Insurance Limited.

    


    “Dollar”
and
      “$”
mean
      lawful money of the United States.

    


    “Domestic
      Subsidiary”
means
      any Subsidiary that is organized under the laws of any political subdivision
      of
      the United States.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    “Eligible
      Assignee”
means
      any Person that meets the requirements to be an assignee under Section
      10.06(b)(iii),
      (v)
      and
(vi)
      (subject
      to such consents, if any, as may be required under Section
      10.06(b)(iii)).

    


    “Eligible
      Revenue Equipment”
means
      any equipment, including all tractors, trucks, trailers and similar equipment
      used in the conduct of the trucking business of the Parent and its Subsidiaries
      and not constituting inventory, owned by the Parent or any Subsidiary of the
      Parent, and including those tractors, trucks, trailers and similar equipment
      owned by the Parent or any Subsidiary of the Parent previously used in the
      conduct of the trucking business of the Parent and its Subsidiaries and which
      are held for sale by the Parent or any Subsidiary of the Parent at the time
      of
      determination of “Eligible Revenue Equipment”, which, in each case, (i) is
      subject to no Lien other than Liens permitted by Section
      7.03(a),
      to the
      extent such Liens are in favor of the Collateral Agent, or Section
      7.03(b)
      or
(c),
      (ii) is
      in salable and good working condition, and (iii) is not stored, garaged or
      permanently located at a location other than a place of business of the Parent
      or any Subsidiary of the Parent.

    


    “Eligible
      Securities”
means
      the following obligations and any other obligations previously approved in
      writing by the Administrative Agent:

    


    (a) Government
      Securities;

    


    (b) obligations
      of any corporation organized under the laws of any state of the United States
      or
      under the laws of any other nation, payable in the United States, expressed
      to
      mature not later than 92 days following the date of issuance thereof and rated
      in an investment grade rating category by S&P and Moody’s; and

    


    (c) interest
      bearing demand or time deposits issued by any Lender or certificates of deposit
      maturing within one year from the date of issuance thereof and issued by a
      bank
      or trust company organized under the laws of the United States or of any state
      thereof having capital surplus and undivided profits aggregating at least
      $400,000,000 and being rated “A” or better by S&P or “A” or better by
      Moody’s. 

    


    “Employee
      Benefit Plan”
means
      (i) any employee benefit plan, including any Pension Plan, within the meaning
      of
      Section 3(3) of ERISA which (A) is maintained for employees of the Parent or
      any
      of its ERISA Affiliates, or any Subsidiary of the Parent or is assumed by the
      Parent or any of its ERISA Affiliates, or any Subsidiary of the Parent in
      connection with any Acquisition or (B) has at any time been maintained for
      the
      employees of the Parent, any current or former ERISA Affiliate, or any
      Subsidiary of the Parent and (ii) any plan, arrangement, understanding or scheme
      maintained by the Parent or any Subsidiary of the Parent that provides
      retirement, deferred compensation, employee or retiree medical or life
      insurance, severance benefits or any other benefit covering any employee or
      former employee and which is administered under any Foreign Benefit Law or
      regulated by any Governmental Authority other than the United States of
      America.

    


    “Environmental
      Laws”
means
      any and all federal, state, local, and foreign statutes, laws, regulations,
      ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
      franchises, licenses, agreements or governmental restrictions relating to
      pollution and the


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    protection
      of the environment or the release of any materials into the environment,
      including those related to hazardous substances or wastes, air emissions and
      discharges to waste or public systems.

    


    “Environmental
      Liability”
means
      any liability, contingent or otherwise (including any liability for damages,
      costs of environmental remediation, fines, penalties or indemnities), of the
      Borrower, any other Loan Party or any of their respective Subsidiaries directly
      or indirectly resulting from or based upon (a) violation of any Environmental
      Law, (b) the generation, use, handling, transportation, storage, treatment
      or
      disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
      (d) the release or threatened release of any Hazardous Materials into the
      environment or (e) any contract, agreement or other consensual arrangement
      pursuant to which liability is assumed or imposed with respect to any of the
      foregoing.

    


    “ERISA”
means
      the Employee Retirement Income Security Act of 1974.

    


    “ERISA
      Affiliate”,
      as
      applied to the Parent or the Borrower, respectively, means any Person or trade
      or business which is a member of a group which is under common control with
      the
      Parent or the Borrower, respectively, who together with the Parent or the
      Borrower, respectively, is treated as a single employer within the meaning
      of
      Section 414(b) and (c) of the Code.

    


    “Eurodollar
      Base Rate”
has
      the
      meaning specified in the definition of Eurodollar Rate.

    


    “Eurodollar
      Rate”
means
      for any Interest Period with respect to a Eurodollar Rate Loan, a rate per
      annum
      determined by the Administrative Agent pursuant to the following
      formula:

    


    
      	
              Eurodollar
                Rate =

            	
              Eurodollar
                Base Rate

            
	
              1.00
                - Eurodollar Reserve Percentage

            


    

    


    Where,

    


    “Eurodollar
      Base Rate”
means,
      for such Interest Period, the rate per annum equal to the British Bankers
      Association LIBOR Rate (“BBA
      LIBOR”),
      as
      published by Reuters (or other commercially available source providing
      quotations of BBA LIBOR as designated by the Administrative Agent from time
      to
      time) at approximately 11:00 a.m., London time, two Business Days prior to
      the
      commencement of such Interest Period, for Dollar deposits (for delivery on
      the
      first day of such Interest Period) with a term equivalent to such Interest
      Period. If such rate is not available at such time for any reason, then the
      “Eurodollar Base Rate” for such Interest Period shall be the rate per annum
      determined by the Administrative Agent to be the rate at which deposits in
      Dollars for delivery on the first day of such Interest Period in same day funds
      in the approximate amount of the Eurodollar Rate Loan being made, continued
      or
      converted by Bank of America and with a term equivalent to such Interest Period
      would be offered by Bank of America’s London Branch to major banks in the London
      interbank eurodollar market at their request at approximately 11:00 a.m. (London
      time) two Business Days prior to the commencement of such Interest
      Period.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    “Eurodollar
      Rate Loan”
means
      a
      Revolving Loan that bears interest at a rate based on the Eurodollar
      Rate.

    


    “Eurodollar
      Reserve Percentage”
means,
      for any day during any Interest Period, the reserve percentage (expressed as
      a
      decimal, carried out to five decimal places) in effect on such day, whether
      or
      not applicable to any Lender, under regulations issued from time to time by
      the
      FRB for determining the maximum reserve requirement (including any emergency,
      supplemental or other marginal reserve requirement) with respect to Eurocurrency
      funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar
      Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically
      as of the effective date of any change in the Eurodollar Reserve
      Percentage.

    


    “Event
      of Default”
has
      the
      meaning specified in Section
      8.01.

    


    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the regulations promulgated
      thereunder.

    


    “Excluded
      Taxes”
means,
      with respect to the Administrative Agent, any Lender, the L/C Issuer or any
      other recipient of any payment to be made by or on account of any obligation
      of
      the Borrower hereunder, (a) taxes imposed on or measured by its overall net
      income (however denominated), and franchise taxes imposed on it (in lieu of
      net
      income taxes), by the jurisdiction (or any political subdivision thereof) under
      the laws of which such recipient is organized or in which its principal office
      is located or, in the case of any Lender, in which its applicable Lending Office
      is located, (b) any branch profits taxes imposed by the United States or any
      similar tax imposed by any other jurisdiction in which the Borrower is located
      and (c) in the case of a Foreign Lender (other than an assignee pursuant to
      a
      request by the Borrower under Section
      10.13),
      any
      withholding tax that is imposed on amounts payable to such Foreign Lender at
      the
      time such Foreign Lender becomes a party hereto (or designates a new Lending
      Office) or is attributable to such Foreign Lender’s failure or inability (other
      than as a result of a Change in Law) to comply with Section
      3.01(e),
      except
      to the extent that such Foreign Lender (or its assignor, if any) was entitled,
      at the time of designation of a new Lending Office (or assignment), to receive
      additional amounts from the Borrower with respect to such withholding tax
      pursuant to Section
      3.01(a).
      

    


    “Existing
      Credit Agreement”
means
      that certain Amended and Restated Credit Agreement dated as of December 16,
      2004
      among the Borrower, the Parent, the Administrative Agent and a syndicate of
      lenders, as amended by Amendment No. 1 to Amended and Restated Credit Agreement
      dated as of July 18, 2005, Amendment No. 2 to Amended and Restated Credit
      Agreement dated as of March 3, 2006, Amendment No. 3 and Limited Waiver to
      Amended and Restated Credit Agreement dated as of August 11, 2006, and Amendment
      No. 4, Consent and Limited Waiver to Amended and Restated Credit Agreement
      dated
      as of October 20, 2006.

    


    “Existing
      Letters of Credit”
means
      those Letters of Credit described in Schedule 1.02
      hereto.

    


    “Existing
      Loan Documents”
has
      the
      meaning set forth in Section
      1.01.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    “Facility
      Termination Date”
means
      the date as of which all of the following shall have occurred: (a) the Borrower
      shall have permanently terminated the credit facilities under the Loan Documents
      by final payment in full of all Outstanding Amounts, together with all accrued
      and unpaid interest and fees thereon, other than (i) the undrawn portion of
      Letters of Credit and (ii) all letter of credit fees relating thereto accruing
      after such date (which fees shall be payable solely for the account of the
      L/C
      Issuer and shall be computed (based on interest rates and the Applicable Rate
      then in effect) on such undrawn amounts to the respective expiry dates of the
      Letters of Credit), in each case as have been fully Cash Collateralized or
      as to
      which other arrangements with respect thereto satisfactory to the Administrative
      Agent and the L/C Issuer shall have been made; (b) all Commitments shall have
      terminated or expired; (c) the obligations and liabilities of the Borrower
      and
      each other Loan Party under all Swap Agreements with any of the Lenders or
      their
      Affiliates shall have been fully, finally and irrevocably paid and satisfied
      in
      full and the Swap Agreements with any of the Lenders or their Affiliates shall
      have expired or been terminated, or other arrangements satisfactory to the
      counterparties shall have been made with respect thereto; and (d) the Borrower
      and each other Loan Party shall have fully, finally and irrevocably paid and
      satisfied in full all of their respective obligations and liabilities arising
      under the Loan Documents, including with respect to the Borrower and the
      Obligations (except for future obligations consisting of continuing indemnities
      and other contingent Obligations of the Borrower or any Loan Party that may
      be
      owing to any of its Related Parties or any Lender pursuant to the Loan Documents
      and expressly survive termination of the Credit Agreement or any other Loan
      Document).

    


    “Federal
      Funds Rate”
means,
      for any day, the 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 on such day, as published by the Federal
      Reserve Bank of New York on the Business Day next succeeding such day;
provided
      that (a)
      if such day is not a Business Day, the Federal Funds Rate for such day shall
      be
      such rate on such transactions on the next preceding Business Day as so
      published on the next succeeding Business Day, and (b) if no such rate is so
      published on such next succeeding Business Day, the Federal Funds Rate for
      such
      day shall be the average rate (rounded upward, if necessary, to a whole multiple
      of 1/100 of 1%) charged to Bank of America on such day on such transactions
      as
      determined by the Administrative Agent.

    


    “Fee
      Letter”
means
      the letter agreement, dated October 18, 2006, among the Borrower, the Parent,
      the Administrative Agent and the Arranger.

    


    “Fiscal
      Year”
means
      the twelve month fiscal period of the Parent and its Subsidiaries commencing
      on
      January 1 of each calendar year and ending on December 31 of each calendar
      year.

    


    “Foreign
      Benefit Law”
means
      any applicable statute, law, ordinance, code, rule, regulation, order or decree
      of any foreign nation or any province, state, territory, protectorate or other
      political subdivision thereof regulating, relating to, or imposing liability
      or
      standards of conduct concerning, any Employee Benefit Plan.

    


    “Foreign
      Lender”
means
      any Lender that is organized under the laws of a jurisdiction other than that
      in
      which the Borrower is resident for tax purposes. For purposes of
      this


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    definition,
      the United States, each State thereof and the District of Columbia shall be
      deemed to constitute a single jurisdiction. 

    


    “Four-Quarter
      Period”
means
      a
      period of four full consecutive fiscal quarters of the Parent and its
      Subsidiaries, taken together as one accounting period.

    


    “FRB”
means
      the Board of Governors of the Federal Reserve System of the United
      States.

    


    “Fund”
means
      any Person (other than a natural person) that is (or will be) engaged in making,
      purchasing, holding or otherwise investing in commercial loans and similar
      extensions of credit in the ordinary course of its business. 

    


    “GAAP”
means
      generally accepted accounting principles in the United States set forth in
      the
      opinions and pronouncements of the Accounting Principles Board and the American
      Institute of Certified Public Accountants and statements and pronouncements
      of
      the Financial Accounting Standards Board or such other principles as may be
      approved by a significant segment of the accounting profession in the United
      States, that are applicable to the circumstances as of the date of
      determination, consistently applied.

    


    “Governmental
      Authority”
means
      the government of the United States or any other nation, or of any political
      subdivision thereof, whether state or local, and any agency, authority,
      instrumentality, regulatory body, court, central bank or other entity exercising
      executive, legislative, judicial, taxing, regulatory or administrative powers
      or
      functions of or pertaining to government (including any supra-national bodies
      such as the European Union or the European Central Bank). 

    


    “Government
      Securities”
means
      direct obligations of, or obligations the timely payment of principal and
      interest on which are fully and unconditionally guaranteed by, the United
      States.

    


    “Guarantors”
means,
      collectively, the Parent, CTI and, with the exception of CVTI and Volunteer
      Insurance Limited, all the Subsidiaries of the Parent executing the Subsidiary
      Guaranty on the Closing Date and all other Subsidiaries that enter into a
      Subsidiary Guaranty Joinder Agreement pursuant to Section
      6.20.

    


    “Hazardous
      Materials”
means
      all explosive or radioactive substances or wastes and all hazardous or toxic
      substances, wastes or other pollutants, including petroleum or petroleum
      distillates, asbestos or asbestos-containing materials, polychlorinated
      biphenyls, radon gas, infectious or medical wastes and all other substances
      or
      wastes of any nature regulated pursuant to any Environmental Law. 

    


    “Indebtedness”
means
      as to any Person, without duplication, (a) all Indebtedness for Money Borrowed
      of such Person, (b) all Rate Hedging Obligations of such Person, (c) all
      indebtedness secured by any Lien on any property or asset owned or held by
      such
      Person regardless or whether the indebtedness secured thereby shall have been
      assumed by such Person or is non-recourse to the credit of such Person, and
      (d)
      all Contingent Obligations of such Person,


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    including
      all such items incurred by any partnership or joint venture as to which such
      Person is liable as a general partner or joint venturer.

    


    “Indebtedness
      for Money Borrowed”
means
      with respect to any Person, without duplication, all indebtedness in respect
      of
      money borrowed, including without limitation, all obligations under Capital
      Leases, all
      amounts outstanding under Permitted Receivables Securitizations,
      all
      Synthetic Lease Obligations, all Subordinated Indebtedness, the deferred
      purchase price of any property or services, the aggregate face amount of all
      surety bonds, letters of credit, and bankers’ acceptances, and (without
      duplication) all payment and reimbursement obligations in respect thereof
      whether or not matured, evidenced by a promissory note, bond, debenture or
      similar written obligation for the payment of money (including reimbursement
      agreements and conditional sales or similar title retention agreements),
      including all such items incurred by any partnership or joint venture as to
      which such Person is liable as a general partner or joint venturer, other than
      trade payables and accrued expenses incurred in the ordinary course of
      business.

    


    “Indemnified
      Taxes”
means
      Taxes other than Excluded Taxes. 

    


    “Indemnitees”
has
      the
      meaning specified in Section
      10.04(b).

    


    “Information”
has
      the
      meaning specified in Section
      10.07.

    


    “Interest
      Payment Date”
means,
      (a) as to any Loan other than a Base Rate Loan, the last day of each Interest
      Period applicable to such Loan and the Maturity Date; provided,
      however,
      that if
      any Interest Period for a Eurodollar Rate Loan exceeds three months, the
      respective dates that fall every three months after the beginning of such
      Interest Period shall also be Interest Payment Dates; and (b) as to any Base
      Rate Loan (including a Swing Line Loan), the last Business Day of each March,
      June, September and December and the Maturity Date.

    


    “Interest
      Period”
means,
      as to each Eurodollar Rate Loan, the period commencing on the date such
      Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
      Rate Loan and ending on the date one, two, three or six months thereafter,
      as
      selected by the Borrower in its Revolving Loan Notice; provided
      that:

    


    (i) any
      Interest Period that would otherwise end on a day that is not a Business Day
      shall be extended to the next succeeding Business Day unless such Business
      Day
      falls in another calendar month, in which case such Interest Period shall end
      on
      the next preceding Business Day;

    


    (ii) any
      Interest Period that begins on the last Business Day of a calendar month (or
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period) shall end on the last Business Day of the
      calendar month at the end of such Interest Period; and

    


    (iii) no
      Interest Period shall extend beyond the Maturity Date.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    “Internal
      Control Event”
means
      a
      material weakness in, or fraud that involves management or other employees
      who
      have a significant role in, the Borrower’s internal controls over financial
      reporting, in each case as described in the Securities Laws.

    


    “IRS”
means
      the United States Internal Revenue Service.

    


    “ISP”
means,
      with respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice (or such
      later version thereof as may be in effect at the time of issuance).

    


    “Issuer
      Documents”
means
      with respect to any Letter of Credit, the Letter of Credit Application, and
      any
      other document, agreement and instrument entered into by the L/C Issuer and
      the
      Borrower (or any Subsidiary) or in favor the L/C Issuer and relating to such
      Letter of Credit.

    


    “Laws”
means,
      collectively, all international, foreign, federal, state and local statutes,
      treaties, rules, guidelines, regulations, ordinances, codes and administrative
      or judicial precedents or authorities, including the interpretation or
      administration thereof by any Governmental Authority charged with the
      enforcement, interpretation or administration thereof, and all applicable
      administrative orders, directed duties, requests, licenses, authorizations
      and
      permits of, and agreements with, any Governmental Authority, in each case
      whether or not having the force of law.

    


    “L/C
      Advance”
means,
      with respect to each Lender, such Lender’s funding of its participation in any
      L/C Borrowing in accordance with its Applicable Percentage.

    


    “L/C
      Borrowing”
means
      an extension of credit resulting from a drawing under any Letter of Credit
      which
      has not been reimbursed on the date when made or refinanced as a Revolving
      Borrowing.

    


    “L/C
      Credit Extension”
means,
      with respect to any Letter of Credit, the issuance thereof or extension of
      the
      expiry date thereof, or the increase of the amount thereof.

    


    “L/C
      Issuer”
means
      Bank of America in its capacity as issuer of Letters of Credit hereunder, or
      any
      successor issuer of Letters of Credit hereunder.

    


    “L/C
      Obligations”
means,
      as at any date of determination, the aggregate amount available to be drawn
      under all outstanding Letters of Credit plus
      the
      aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
      purposes of computing the amount available to be drawn under any Letter of
      Credit, the amount of such Letter of Credit shall be determined in accordance
      with Section
      1.07.
      For all
      purposes of this Agreement, if on any date of determination a Letter of Credit
      has expired by its terms but any amount may still be drawn thereunder by reason
      of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed
      to be “outstanding” in the amount so remaining available to be
      drawn.

    


    “Lender”
has
      the
      meaning specified in the introductory paragraph hereto and, as the context
      requires, includes the Swing Line Lender.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    “Lending
      Office”
means,
      as to any Lender, the office or offices of such Lender described as such in
      such
      Lender’s Administrative Questionnaire, or such other office or offices as a
      Lender may from time to time notify the Borrower and the Administrative
      Agent.

    


    “Letter
      of Credit”
means
      each standby letter of credit issued hereunder and shall include the Existing
      Letters of Credit.

    


    “Letter
      of Credit Application”
means
      an application and agreement for the issuance or amendment of a Letter of Credit
      in the form from time to time in use by the L/C Issuer.

    


    “Letter
      of Credit Expiration Date”
means
      the day that is seven days prior to the Maturity Date then in effect (or, if
      such day is not a Business Day, the next preceding Business Day).

    


    “Letter
      of Credit Fee”
has
      the
      meaning specified in Section
      2.03(i).

    


    “Letter
      of Credit Sublimit”
means
      an amount equal to the lesser of (a) $100,000,000 and (b) the Aggregate
      Commitments. The Letter of Credit Sublimit is part of, and not in addition
      to,
      the Aggregate Commitments.

    


    “Licensing
      Agreements”
means,
      collectively, each written license agreement, in form and substance satisfactory
      to the Administrative Agent, by and among the Borrower or any other Loan Party,
      as licensee, and CIP, as licensor, pursuant to which the Borrower or such Loan
      Party or Parties will have the right to use all trademarks, trade names,
      goodwill, rights under certain license agreements regarding source code,
      internally developed software, and certain know-how conducive to the operation
      of a trucking company, and shall pay royalties to CIP, in connection with such
      use in amounts established by such license agreement, including, but not limited
      to, that certain Intellectual Property License and Services Agreement dated
      October 1, 1999 by and between CIP, as licensor, and CTI, as licensee, that
      certain Intellectual Property License and Services Agreement dated October
      1,
      1999 by and between CIP, as licensor, and Southern Refrigerated Transport,
      Inc.,
      as licensee, that certain Intellectual Property License and Services Agreement
      dated June 1, 2006 by and between CIP, as licensor, and Covenant Transport
      Solutions, Inc., as licensee, and that certain Intellectual Property License
      and
      Services Agreement dated October 11, 2006 by and between CIP, as licensor,
      and
      Star Transportation, Inc. as licensee.

    


    “Lien”
means
      any interest in property securing any obligation owed to, or a claim by, a
      Person other than the owner of the property, whether such interest is based
      on
      the common law, statute or contract, and including but not limited to the lien
      or security interest arising from a mortgage, encumbrance, pledge, security
      agreement, conditional sale or trust receipt or a lease, consignment or bailment
      for security purposes. For the purposes of this Agreement, the Parent and any
      Subsidiary of the Parent shall be deemed to be the owner of any property which
      it has acquired or holds subject to a conditional sale agreement, financing
      lease, or other arrangement pursuant to which title to the property has been
      retained by or vested in some other Person for security purposes.

    


    “Loan”
means
      an extension of credit by a Lender to the Borrower under Article
      II
      in the
      form of a Revolving Loan or a Swing Line Loan.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    “Loan
      Documents”
means
      this Agreement, each Note, each Issuer Document, the Fee Letter, the Parent
      Guaranty, the Subsidiary Guaranty, each Subsidiary Guaranty Joinder Agreement,
      each Pledge Agreement, each Pledge Joinder Agreement and each other Security
      Instrument.

    


    “Loan
      Parties”
means,
      collectively, the Borrower, the Parent, each Guarantor and each other Person
      granting a Lien on, or collectively assigning, Collateral pursuant to any
      Security Instrument.

    


    “Material
      Adverse Effect”
means
      a
      material adverse effect on (i) the business, properties, liabilities (actual
      or
      contingent), operations, prospects or condition, financial or otherwise, of
      the
      Parent and its Subsidiaries taken as a whole, (ii) the ability of any Loan
      Party
      to pay or perform its respective obligations, liabilities and indebtedness
      under
      the Loan Documents as such payment or performance becomes due in accordance
      with
      the terms thereof, or (iii) the rights, powers and remedies of the
      Administrative Agent or any Lender under any Loan Documents or the validity,
      legality or enforceability thereof.

    


    “Maturity
      Date”
means
      December 20, 2011; provided,
      however,
      that if
      such date is not a Business Day, the Maturity Date shall be the next preceding
      Business Day.

    


    “Moody’s”
means
      Moody’s Investors Service, Inc. and any successor thereto. 

    


    “Multiemployer
      Plan”
means
      a
“multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the
      Borrower or any ERISA Affiliate is making, or is accruing an obligation to
      make,
      contributions or has made, or been obligated to make, contributions within
      the
      preceding six (6) Fiscal Years.

    


    “Note”
means
      a
      promissory note made by the Borrower in favor of a Lender evidencing Loans
      made
      by such Lender, substantially in the form of Exhibit
      C.

    


    “Obligations”
means
      the obligations, liabilities and Indebtedness of the Borrower with respect
      to
      (i) the principal and interest on the Loans as evidenced by the Notes, (ii)
      the
      L/C Obligations and otherwise in respect of the Letters of Credit, (iii) all
      liabilities of the Borrower or the Parent to any Lender (or any Affiliate of
      any
      Lender) which arise under a Swap Agreement, and (iv) the payment and performance
      of all other obligations, liabilities and Indebtedness of the Borrower to the
      Lenders (including the L/C Issuer), the Administrative Agent or the Arranger
      hereunder, under any one or more of the other Loan Documents or with respect
      to
      the Loans.

    


    “Organization
      Documents”
means,
      (a) with respect to any corporation, the certificate or articles of
      incorporation and the bylaws (or equivalent or comparable constitutive documents
      with respect to any non-U.S. jurisdiction); (b) with respect to any limited
      liability company, the certificate or articles of formation or organization
      and
      operating agreement; and (c) with respect to any partnership, joint venture,
      trust or other form of business entity, the partnership, joint venture or other
      applicable agreement of formation or organization and any agreement, instrument,
      filing or notice with respect thereto filed in connection with its formation
      or
      organization with the applicable Governmental Authority in the jurisdiction
      of
      its formation or


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    organization
      and, if applicable, any certificate or articles of formation or organization
      of
      such entity.

    


    “Organizational
      Action”
means
      with respect to any corporation, limited liability company, partnership, limited
      partnership, limited liability partnership or other legally authorized
      incorporated or unincorporated entity, any corporate, organizational or
      partnership action (including any required shareholder, member or partner
      action), or other similar official action, as applicable, taken by such
      entity.

    


    “Other
      Taxes”
means
      all present or future stamp or documentary taxes or any other excise or property
      taxes, charges or similar levies arising from any payment made hereunder or
      under any other Loan Document or from the execution, delivery or enforcement
      of,
      or otherwise with respect to, this Agreement or any other Loan
      Document.

    


    “Outstanding
      Amount”
means
      (i) with respect to Revolving Loans and Swing Line Loans on any date, the
      aggregate outstanding principal amount thereof after giving effect to any
      borrowings and prepayments or repayments of Revolving Loans and Swing Line
      Loans, as the case may be, occurring on such date; and (ii) with respect to
      any
      L/C Obligations on any date, the amount of such L/C Obligations on such date
      after giving effect to any L/C Credit Extension occurring on such date and
      any
      other changes in the aggregate amount of the L/C Obligations as of such date,
      including as a result of any reimbursements by the Borrower of Unreimbursed
      Amounts.

    


    “Parent”
means
      Covenant Transport, Inc., a Nevada corporation and the owner of 100% of the
      issued and outstanding common stock of the Borrower.

    


    “Parent
      Guaranty”
means
      the Parent Guaranty made by the Parent in favor of the Administrative Agent
      and
      the Lenders, substantially in the form of Exhibit
      F-1.

    


    “Participant”
has
      the
      meaning specified in Section
      10.06(d).
      

    


    “PBGC”
means
      the Pension Benefit Guaranty Corporation.

    


    “PCAOB”
means
      the Public Company Accounting Oversight Board.

    


    “Pension
      Plan”
means
      any employee pension benefit plan within the meaning of Section 3(2) of ERISA,
      other than a Multiemployer Plan, which is subject to the provisions of Title
      IV
      of ERISA or Section 412 of the Code and which (i) is maintained for employees
      of
      the Parent or the Borrower or any of their respective ERISA Affiliates or is
      assumed by the Parent or the Borrower or any of their respective ERISA
      Affiliates in connection with any Acquisition or (ii) has at any time been
      maintained for the employees of the Parent or the Borrower or any current or
      former ERISA Affiliate. 

    


    “Permitted
      Receivables Securitization”
      means
      limited recourse or nonrecourse sales and assignments of accounts receivable
      of
      the Borrower or any Subsidiary of the Parent to one or more special purpose
      entities, in connection with the issuance of obligations by such special purpose
      entities secured by such accounts, the proceeds of the issuance of which
      obligations


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    shall
      be
      made available to the Borrower or such Subsidiary of the Parent, as applicable,
      all pursuant to the terms and conditions of the Receivables Purchase
      Agreement.

    


    “Permitted
      Share Repurchases”
means
      purchases by the Parent of the common stock of the Parent made on the open
      market, on terms acceptable to the Administrative Agent and in compliance with
      applicable regulations, which purchases in the aggregate shall be subject to
      the
      limitations set forth in Section
      7.08.

    


    “Person”
means
      any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, Governmental Authority or other
      entity. 

    


    “Platform”
has
      the
      meaning specified in Section
      6.01.

    


    “Pledge
      Agreements”
means,
      collectively, the following Pledge Agreements, as each of the same may be
      amended, supplemented (including by Pledge Agreement Supplement), amended and
      restated, or otherwise modified from time to time:

    


    (i)
      that
      certain Fourth Amended and Restated Parent Stock Pledge and Security Agreement
      dated as of the Closing Date by the Parent in favor of the Collateral Agent,
      for
      the ratable benefit of the Credit Secured Parties, amending and restating that
      certain Third Amended and Restated Parent Stock Pledge and Security Agreement
      dated as of December 16, 2004 by the Parent in favor of the Collateral Agent,
      substantially in the form of Exhibit
      H-1
      attached
      hereto;

    


    (ii)
      that
      certain Fourth Amended and Restated Guarantor Stock Pledge and Security
      Agreement dated as of the Closing Date by CTI in favor of the Collateral Agent,
      for the ratable benefit of the Credit Secured Parties, amending and restating
      that certain Third Amended and Restated Guarantor Stock Pledge and Security
      Agreement dated as of December 16, 2004 by CTI in favor of the Collateral Agent,
      substantially in the form of Exhibit
      H-2
      attached
      hereto;

    


    (iii)
      any
      additional Pledge Agreement delivered to the Collateral Agent pursuant to
Article
      IVA
      or
Section
      6.20
      hereof,
      substantially in the form attached hereto as Exhibit
      H-1
      (with
      appropriate conforming changes); 

    


    (iv)
      any
      Pledge Joinder Agreement delivered to the Collateral Agent by any Subsidiary
      of
      the Parent pursuant to the provisions of Article IVA
      or
Section
      6.20
      hereof
      (with appropriate conforming changes); and

    


    (v)
      with
      respect to any Subsidiary Securities issued by a Direct Foreign Subsidiary
      of
      the Parent or the Borrower, any additional or substitute charge, agreement,
      document, instrument or conveyance, in form and substance acceptable to the
      Administrative Agent and the Collateral Agent, conferring under applicable
      foreign law upon the Collateral Agent for the ratable benefit of the Credit
      Secured Parties a Lien upon such Subsidiary Securities as are owned by the
      Parent, the Borrower or any Domestic Subsidiary of the Parent or the
      Borrower.


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    “Pledge
      Agreement Supplement”
means,
      with respect to each Pledge Agreement, each Pledge Agreement Supplement
      substantially in the form affixed as an Exhibit to such Pledge
      Agreement.

    


    “Pledge
      Joinder Agreement”
means,
      with respect to each Pledge Agreement, the Pledge Joinder Agreement,
      substantially in the form affixed as an Exhibit to such Pledge
      Agreement.

    


    “Pledged
      Interests”
means
      (i) 100% of the Subsidiary Securities (or if the relevant Person shall own
      less
      than 100% of such Subsidiary Securities, then 100% of such Subsidiary Securities
      owned by such Person) of each of the existing or hereafter organized or acquired
      Domestic Subsidiaries of the Borrower and of the Parent or the Domestic
      Subsidiaries of any Domestic Subsidiaries of the Borrower and of the Parent;
      and
      (ii) 65% of the Voting Securities (or if the relevant Person shall own less
      than
      65% of such Voting Securities, then 100% of the Voting Securities owned by
      such
      Person) and 100% of the nonvoting Subsidiary Securities of each of the existing
      or hereafter organized or acquired direct Foreign Subsidiaries of the Borrower,
      the Parent, or any other Guarantor (or if the relevant Person shall own less
      than 100% of such nonvoting Subsidiary Securities, then 100% of such Subsidiary
      Securities owned by such Person).

    


    “Rate
      Hedge Value”
means,
      with respect to each contract, instrument or other arrangement creating a Rate
      Hedging Obligation, the net obligations of the Borrower, the Parent, or any
      Subsidiary of the Parent thereunder equal to the termination value thereof
      as
      determined in accordance with its provisions (if such Rate Hedging Obligation
      has been terminated) or the mark to market value thereof as determined on the
      basis of available quotations from any recognized dealer in, or from Bloomberg
      or other similar service providing market quotations for, the applicable Rate
      Hedging Obligation (if such Rate Hedging Obligation has not been
      terminated).

    


    “Rate
      Hedging Obligations”
means,
      without duplication, any and all obligations of the Borrower, the Parent or
      any
      Subsidiary, whether absolute or contingent and howsoever and whensoever created,
      arising, evidenced or acquired (including all renewals, extensions and
      modifications thereof and substitutions therefor), under (i) any and all
      agreements, devices or arrangements designed to protect at least one of the
      parties thereto from the fluctuations of interest rates, exchange rates or
      forward rates,
      including
      fuel prices, applicable
      to such party’s assets, liabilities or exchange transactions, including, but not
      limited to, Dollar-denominated or cross-currency interest rate exchange
      agreements, forward currency exchange agreements, interest rate cap or collar
      protection agreements, forward rate currency or interest rate options, puts,
      warrants and those commonly known as interest rate “swap” agreements and forward
      fuel purchase contracts, commitments, or options; (ii) all other “derivative
      instruments” as defined in Statement No. 133 of the Financial Accounting
      Standards Board and which are subject to the reporting requirements of Statement
      No. 133 of the Financial Accounting Standards Board; and (iii) any and all
      cancellations, buybacks, reversals, terminations or assignments of any of the
      foregoing. For purposes of any computation hereunder, each Rate Hedging
      Obligation shall be valued at the Rate Hedge Value thereof.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    “Receivables
      Purchase Agreement”
means,
      collectively, (i) that certain Receivables Purchase Agreement dated as of
      December 12, 2000 by and among CTI, as an Originator, Southern Refrigerated
      Transport, Inc., as an Originator, and CVTI, as Purchaser, and (ii) that certain
      Loan Agreement dated as of December 12, 2000 by and among CVTI, as Borrower,
      the
      Parent, as Master Servicer, Three Pillars Funding Corporation, as Lender, and
      SunTrust Equitable Securities Corporation, as Administrator, each as amended
      to
      date, and as each may be amended from time to time in the future in accordance
      with the terms hereof.

    


    “Register”
has
      the
      meaning specified in Section
      10.06(c).

    


    “Registered
      Public Accounting Firm”
has
      the
      meaning specified in the Securities Laws and shall be independent of the
      Borrower as prescribed in the Securities Laws.

    


    “Related
      Parties”
means,
      with respect to any Person, such Person’s Affiliates and the partners,
      directors, officers, employees, agents and advisors of such Person and of such
      Person’s Affiliates. 

    


    “Request
      for Credit Extension”
means
      (a) with respect to a Borrowing, conversion or continuation of Revolving Loans,
      a Revolving Loan Notice, (b) with respect to an L/C Credit Extension, a Letter
      of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line
      Loan Notice.

    


    “Required
      Lenders”
means,
      as of any date of determination, Lenders having more than 50% of the Aggregate
      Commitments or, if the commitment of each Lender to make Loans and the
      obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
      pursuant to Section
      8.02,
      Lenders
      holding in the aggregate more than 50% of the Total Outstandings (with the
      aggregate amount of each Lender’s risk participation and funded participation in
      L/C Obligations and Swing Line Loans being deemed “held” by such Lender for
      purposes of this definition); provided
      that the
      Commitment of, and the portion of the Total Outstandings held or deemed held
      by,
      any Defaulting Lender shall be excluded for purposes of making a determination
      of Required Lenders.

    


    “Responsible
      Officer”
means
      the chief executive officer, president, any vice president, chief financial
      officer, treasurer, assistant treasurer or controller of a Loan Party, or in
      the
      case of Section
      4.01(a)(iii),
      the
      secretary of a Loan Party. Any document delivered hereunder that is signed
      by a
      Responsible Officer of a Loan Party shall be conclusively presumed to have
      been
      authorized by all necessary corporate, partnership and/or other action on the
      part of such Loan Party and such Responsible Officer shall be conclusively
      presumed to have acted on behalf of such Loan Party.

    


    “Restricted
      Payment”
means
      (a) any dividend or other distribution, direct or indirect, on account of any
      shares of any class of stock of the Parent or any Subsidiary Securities (other
      than those payable or distributable solely to the Parent, or those payable
      or
      distributable to a Subsidiary of the Parent which are subsequently paid or
      distributed by such Subsidiary to the Parent, provided that any amount received
      by the Parent and not used to finance a Permitted Share Repurchase within thirty
      (30) days of its receipt shall be contributed as capital to the Borrower, other
      than amounts used by the Parent to make cash dividend payments as
      permitted


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    by
      Section
      7.08)
      now or
      hereafter outstanding, except a dividend payable solely in shares of a class
      of
      stock or equity interest to the holders of that class; (b) any redemption,
      conversion, exchange, retirement or similar payment, purchase or other
      acquisition for value, direct or indirect, of any shares of any class of stock
      of the Parent or any Subsidiary Securities (other than those payable or
      distributable solely to the Parent) now or hereafter outstanding; (c) any
      payment made to retire, or to obtain the surrender of, any outstanding warrants,
      options or other rights to acquire shares of any class of stock of Parent or
      any
      Subsidiary Securities of its Subsidiaries now or hereafter outstanding; and
      (d)
      any issuance and sale of Subsidiary Securities of any Subsidiary of the Parent
      or of the Borrower, (or any option, warrant or right to acquire such stock)
      other than in the case of Subsidiaries of the Borrower, to the Borrower or
      another of its Subsidiaries and in the case of any other Subsidiaries of the
      Parent, to the Parent or one of its Subsidiaries.

    


    “Revolving
      Borrowing”
means
      a
      borrowing consisting of simultaneous Revolving Loans of the same Type and,
      in
      the case of Eurodollar Rate Loans, having the same Interest Period made by
      each
      of the Lenders pursuant to Section
      2.01.

    


    “Revolving
      Loan”
has
      the
      meaning specified in Section
      2.01.

    


    “Revolving
      Loan Notice”
means
      a
      notice of (a) a Revolving Borrowing, (b) a conversion of Revolving Loans from
      one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant
      to Section
      2.02(a),
      which,
      if in writing, shall be substantially in the form of Exhibit
      A.

    


    “S&P”
means
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc. and any successor thereto. 

    


    “Sarbanes-Oxley”
means
      the Sarbanes-Oxley Act of 2002.

    


    “SEC”
means
      the Securities and Exchange Commission, or any Governmental Authority succeeding
      to any of its principal functions.

    


    “Securities
      Laws”
means
      the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley
      and the applicable accounting and auditing principles, rules, standards and
      practices promulgated, approved or incorporated by the SEC or the
      PCAOB.

    


    “Security
      Instruments”
means,
      collectively, the Pledge Agreements and all other agreements (including control
      agreements), instruments and other documents, whether now existing or hereafter
      in effect, pursuant to which the Borrower, the Parent or any Subsidiary of
      the
      Parent or of the Borrower or other Person shall grant or convey to the
      Administrative Agent for the benefit of the Credit Secured Parties a Lien in,
      or
      any other Person shall acknowledge any such Lien in, property as security for
      all or any portion of the Obligations or any other obligation under any Loan
      Document.

    


    “Servicing
      Agreements”
means,
      collectively, each written servicing agreement, in form and substance acceptable
      to the Administrative Agent, by and between Covenant.com, Inc. and the Borrower
      and certain other Loan Parties pursuant to which Covenant.com, Inc. provides
      management information system services to such entities in return for a fee
      determined by such servicing agreement.


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    “Solvent”
means,
      when used with respect to any Person, that at the time of
      determination:

    


    (a) the
      fair
      value of its assets (both at fair valuation and at present fair saleable value
      on an orderly basis) is in excess of the total amount of its liabilities,
      including Contingent Obligations; and

    


    (b) it
      is
      then able and expects to be able to pay its debts as they mature;
      and

    


    (c) it
      has
      capital sufficient to carry on its business as conducted and as proposed to
      be
      conducted.

    


    “Star”
means
      Star Transportation, Inc., a Tennessee corporation.

    


    “Star
      Debt”
has
      the
      meaning specified in Section 4.01(a)(x).

    


    “Subordinated
      Indebtedness”
means,
      (i) as at the Closing Date, Indebtedness for Money Borrowed then outstanding
      of
      the Borrower or any Guarantor which is subject to a Subordination Agreement
      or
      otherwise is fully subordinated in writing on terms acceptable to the
      Administrative Agent and the Required Lenders to the Obligations and, as
      applicable, other obligations of any Loan Party under the Loan Documents, and
      (ii) from and after the Closing Date, in addition, such other Indebtedness
      for
      Money Borrowed of the Borrower or any Guarantor permitted to be incurred
      hereunder and which is subject to a Subordination Agreement or otherwise is
      fully subordinated in writing on terms acceptable to the Administrative Agent
      and the Required Lenders to the Obligations and, as applicable, other
      obligations of any Loan Party under the Loan Documents.

    


    “Subordination
      Agreement”
means
      a
      Subordination Agreement in form and substance satisfactory to the Administrative
      Agent and the Required Lenders, executed and delivered by the Borrower or any
      Guarantor which has issued Subordinated Indebtedness and by the holder or
      holders of such Subordinated Indebtedness. 

    


    “Subsidiary”
of
      any
      Person means any corporation, partnership, joint venture, limited liability
      company or other business entity of which a majority of the shares of securities
      or other interests having ordinary voting power for the election of directors
      or
      other governing body (other than securities or interests having such power
      only
      by reason of the happening of a contingency) are at the time beneficially owned,
      or the management of which is otherwise controlled, directly, or indirectly
      through one or more intermediaries, or both, by such Person; provided,
      however,
      that
      each of CVTI and Volunteer Insurance Limited shall only be included as a
      Subsidiary of the Parent in the references to “Subsidiary” or “Subsidiaries”
included in Sections 5.01(a) and (b), 5.04 (except for the last sentence
      thereof), 5.08, 5.09, 5.10, 6.01(f) and (g), 6.03, 6.04, 6.06, 6.07, 6.08,
      6.09,
      6.11, 6.12 and 7.14. Unless otherwise specified, all references herein to a
      “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries
      both of the Parent and of the Borrower. 

    


    “Subsidiary
      Guaranty”
means
      the Subsidiary Guaranty made by each of the existing Domestic Subsidiaries
      of
      the Borrower and of the Parent, with the exception of CVTI, on the Closing
      Date
      and each Subsidiary (including any Direct Foreign Subsidiary to the extent
      no


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    material
      adverse tax consequences would result) formed or acquired after the Closing
      Date
      in favor of the Administrative Agent and the Lenders, substantially in the
      form
      of Exhibit
      F-2.

    


    “Subsidiary
      Guaranty Joinder Agreement”
means
      the Subsidiary Guaranty Joinder Agreement made by each Subsidiary formed or
      acquired after the Closing Date in favor of the Administrative Agent and the
      Lenders, substantially in the form of Exhibit
      A
      attached
      to Exhibit
      F-2.

    


    “Subsidiary
      Securities”
means
      the shares of capital stock or the other equity interests issued by or equity
      participations in any Subsidiary of the Borrower or of the Parent (excluding
      CVTI and Volunteer Insurance Limited, and specifically including the capital
      stock of the Borrower, all of which is owned by the Parent), whether or not
      constituting a “security” under Article 8 of the Uniform Commercial Code as in
      effect in any jurisdiction.

    


    “Swap
      Agreement”
means
      one or more agreements between the Borrower, the Parent and any Person, on
      terms
      mutually acceptable to the Borrower, the Parent and such Person and approved
      by
      the Required Lenders, which agreements create Rate Hedging Obligations;
provided,
      however,
      that no
      such approval of the Lenders shall be required to the extent such agreements
      are
      entered into between the Borrower, the Parent and any Lender or any Affiliate
      of
      any Lender.

    


    “Swing
      Line”
means
      the revolving credit facility made available by the Swing Line Lender pursuant
      to Section
      2.04.

    


    “Swing
      Line Borrowing”
means
      a
      borrowing of a Swing Line Loan pursuant to Section
      2.04.

    


    “Swing
      Line Lender”
means
      Bank of America in its capacity as provider of Swing Line Loans, or any
      successor swing line lender hereunder.

    


    “Swing
      Line Loan”
has
      the
      meaning specified in Section
      2.04(a).

    


    “Swing
      Line Loan Notice”
means
      a
      notice of a Swing Line Borrowing pursuant to Section
      2.04(b),
      which,
      if in writing, shall be substantially in the form of Exhibit
      B.

    


    “Swing
      Line Sublimit”
means
      an amount equal to the lesser of (a) $10,000,000 and (b) the Aggregate
      Commitments. The Swing Line Sublimit is part of, and not in addition to, the
      Aggregate Commitments.

    


    “Synthetic
      Lease Obligations”
means
      generally all monetary obligations of a lessee under any tax retention or other
      synthetic leases which is treated as an operating lease under GAAP but the
      liabilities under which are or would be characterized as indebtedness of such
      Person for tax purposes or upon the insolvency of such Person. The amount of
      Synthetic Lease Obligations in respect of any synthetic lease at any date of
      determination thereof shall be equal to the aggregate purchase price of any
      property subject to such lease less the aggregate amount of payments of rent
      theretofore made which reduce the lessee’s obligations under such synthetic
      lease and which are not the financial equivalent of interest.


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    “Taxes”
means
      all present or future taxes, levies, imposts, duties, deductions, withholdings,
      assessments, fees or other charges imposed by any Governmental Authority,
      including any interest, additions to tax or penalties applicable thereto.


    


    “Termination
      Event”
means:
      (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations
      issued thereunder (unless the notice requirement has been waived by applicable
      regulation); or (ii) the withdrawal of the Parent or any ERISA Affiliate from
      a
      Pension Plan during a plan year in which it was a “substantial employer” as
      defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4062(e)
      of ERISA; or (iii) the termination of a Pension Plan, the filing of a notice
      of
      intent to terminate a Pension Plan or the treatment of a Pension Plan amendment
      as a termination under Section 4041 of ERISA; or (iv) the institution of
      proceedings to terminate a Pension Plan by the PBGC; or (v) any other event
      or
      condition which would constitute grounds under Section 4042(a) of ERISA for
      the
      termination of, or the appointment of a trustee to administer, any Pension
      Plan;
      or (vi) the partial or complete withdrawal of the Borrower or any ERISA
      Affiliate from a Multiemployer Plan; or (vii) the imposition of a Lien pursuant
      to Section 412 of the Code or Section 302 of ERISA; or (viii) any event or
      condition which results in the reorganization or insolvency of a Multiemployer
      Plan under Section 4241 or Section 4245 of ERISA, respectively; or (ix) any
      event or condition which results in the termination of a Multiemployer Plan
      under Section 4041A of ERISA or the institution by the PBGC of proceedings
      to
      terminate a Multiemployer Plan under Section 4042 of ERISA; or (x) any event
      or
      condition with respect to any Employee Benefit Plan which is regulated by any
      Foreign Benefit Law that results in the termination of such Employee Benefit
      Plan or the revocation of such Employee Benefit Plan’s authority to operate
      under the applicable Foreign Benefit Law.

    


    “Total
      Outstandings”
means
      the aggregate Outstanding Amount of all Loans and all L/C
      Obligations.

    


    “Transplace”
means
      Transplace, Inc., an Affiliate of the Parent.

    


    “Type”
means,
      with respect to a Revolving Loan, its character as a Base Rate Loan or a
      Eurodollar Rate Loan.

    


    “Uniform
      Commercial Code”
means
      the Uniform Commercial Code as in effect in any applicable
      jurisdiction.

    


    “United
      States”
and
      “U.S.”
mean
      the United States of America.

    


    “Unreimbursed
      Amount”
has
      the
      meaning specified in Section
      2.03(c)(i).

    


    “Volunteer
      Insurance Limited”
means
      Volunteer Insurance Limited, a Cayman Islands corporation.

    


    “Voting
      Securities”
means
      shares of capital stock issued by a corporation, or equivalent interests in
      any
      other Person, the holders of which are ordinarily, in the absence of
      contingencies,


    
      
        
        

      

      
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    entitled
      to vote for the election of directors (or persons performing similar functions)
      of such Person, even if the right so to vote has been suspended by the happening
      of such a contingency.

    


    1.03 Other
      Interpretive Provisions.
      With
      reference to this Agreement and each other Loan Document, unless otherwise
      specified herein or in such other Loan Document:

    


    (a) The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include,”
      “includes”
and
      “including”
shall
      be deemed to be followed by the phrase “without limitation.” The word
“will”
shall
      be construed to have the same meaning and effect as the word “shall.”
Unless
      the context requires otherwise, (i) any definition of or reference to any
      agreement, instrument or other document (including any Organization Document)
      shall be construed as referring to such agreement, instrument or other document
      as from time to time amended, supplemented or otherwise modified (subject to
      any
      restrictions on such amendments, supplements or modifications set forth herein
      or in any other Loan Document), (ii) any reference herein to any Person shall
      be
      construed to include such Person’s successors and assigns, (iii) the words
“herein,”
      “hereof”
and
      “hereunder,”
and
      words of similar import when used in any Loan Document, shall be construed
      to
      refer to such Loan Document in its entirety and not to any particular provision
      thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits
      and Schedules shall be construed to refer to Articles and Sections of, and
      Exhibits and Schedules to, the Loan Document in which such references appear,
      (v) any reference to any law shall include all statutory and regulatory
      provisions consolidating, amending, replacing or interpreting such law and
      any
      reference to any law or regulation shall, unless otherwise specified, refer
      to
      such law or regulation as amended, modified or supplemented from time to time,
      and (vi) the words “asset”
and
      “property”
shall
      be construed to have the same meaning and effect and to refer to any and all
      tangible and intangible assets and properties, including cash, securities,
      accounts and contract rights. 

    


    (b) In
      the
      computation of periods of time from a specified date to a later specified date,
      the word “from”
means
      “from
      and including;”
the
      words “to”
and
      “until”
each
      mean “to
      but
      excluding;”
and
      the word “through”
means
      “to
      and
      including.”

    


    (c) Section
      headings herein and in the other Loan Documents are included for convenience
      of
      reference only and shall not affect the interpretation of this Agreement or
      any
      other Loan Document.

     

    1.04 Accounting
      Terms.
      (a)
General.
      All
      accounting terms not specifically or completely defined herein shall be
      construed in conformity with, and all financial data (including financial ratios
      and other financial calculations) required to be submitted pursuant to this
      Agreement shall be prepared in conformity with, GAAP applied on a consistent
      basis, as in effect from time to time, applied in a manner consistent with
      that
      used in preparing the Audited Financial Statements, except
      as
      otherwise specifically prescribed herein.


    
      
        
        

      

      
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    (b) Changes
      in GAAP.
      If at
      any time any change in GAAP would affect the computation of any financial ratio
      or requirement set forth in any Loan Document, and either the Borrower or the
      Required Lenders shall so request, the Administrative Agent, the Lenders and
      the
      Borrower shall negotiate in good faith to amend such ratio or requirement to
      preserve the original intent thereof in light of such change in GAAP (subject
      to
      the approval of the Required Lenders); provided that,
      until
      so amended, (i) such ratio or requirement shall continue to be computed in
      accordance with GAAP prior to such change therein and (ii) the Borrower shall
      provide to the Administrative Agent and the Lenders financial statements and
      other documents required under this Agreement or as reasonably requested
      hereunder setting forth a reconciliation between calculations of such ratio
      or
      requirement made before and after giving effect to such change in
      GAAP.

    


    (c) Consolidation
      of Variable Interest Entities.
      All
      references herein to consolidated financial statements of the Borrower and
      its
      Subsidiaries or to the determination of any amount for the Borrower and its
      Subsidiaries on a consolidated basis or any similar reference shall, in each
      case, be deemed to include each variable interest entity that the Borrower
      is
      required to
      consolidate pursuant to FASB
      Interpretation No. 46 - Consolidation of Variable Interest Entities: an
      interpretation of ARB No. 51 (January 2003)
      as if
      such variable interest entity were a Subsidiary as defined herein. 

     

    1.05 Rounding.
      Any
      financial ratios required to be maintained by the Borrower pursuant to this
      Agreement shall be calculated by dividing the appropriate component by the
      other
      component, carrying the result to one place more than the number of places
      by
      which such ratio is expressed herein and rounding the result up or down to
      the
      nearest number (with a rounding-up if there is no nearest number).

     

    1.06 Times
      of Day.
      Unless
      otherwise specified, all references herein to times of day shall be references
      to Eastern time (daylight or standard, as applicable). 

     

    1.07 Letter
      of Credit Amounts.
      Unless
      otherwise specified herein, the amount of a Letter of Credit at any time shall
      be deemed to be the stated amount of such Letter of Credit in effect at such
      time; provided,
      however,
      that
      with respect to any Letter of Credit that, by its terms or the terms of any
      Issuer Document related thereto, provides for one or more automatic increases
      in
      the stated amount thereof, the amount of such Letter of Credit shall be deemed
      to be the maximum stated amount of such Letter of Credit after giving effect
      to
      all such increases, whether or not such maximum stated amount is in effect
      at
      such time.

     

    1.08 Accounting
      for Acquisitions.
      With
      respect to any Acquisition consummated on or after the Closing Date and so
      long
      as any Lender shall have any Commitment hereunder, any Loan or other Obligation
      hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
      remain outstanding, the following shall apply:

    


    (a)
       For
      each
      of the four Four-Quarter Periods ending next following the date of such
      Acquisition, (i) Consolidated EBITDAR shall include the results of operations
      of
      the Person or assets so acquired on a historical pro forma basis and which
      amounts may include such adjustments as are permitted under Regulation S-X
      of
      the SEC and reasonably satisfactory to the Administrative Agent but (ii) for
      purposes of determining compliance with the provisions of


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    Section
      7.01(a),
      any
      increase in Consolidated Net Income resulting solely from such pro forma
      treatment of such Acquisition shall be disregarded; and

    


    (b)
       For
      each
      of the four Four-Quarter Periods ending next following the date of each
      Acquisition, Consolidated Fixed Charges shall include the results of operations
      of the Person or assets so acquired, which amounts shall be determined on a
      historical pro forma basis, provided, however, Consolidated Interest Expense
      shall be adjusted on a historical pro forma basis to (i) eliminate interest
      expense accrued during such period on any Indebtedness repaid in connection
      with
      such Acquisition and (ii) include interest expense on any Indebtedness
      (including Indebtedness hereunder) incurred, acquired or assumed in connection
      with such Acquisition (“Incremental
      Debt”)
      calculated (x) as if all such Incremental Debt had been incurred as of the
      first
      day of such Four-Quarter Period and (y) at the following interest rates: (I)
      for
      all periods subsequent to the date of the Acquisition and for Incremental Debt
      assumed or acquired in the Acquisition and in effect prior to the date of
      Acquisition, at the actual rates of interest applicable thereto, and (II) for
      all periods prior to the actual incurrence of such Incremental Debt, equal
      to
      the average daily rate of interest actually applicable to such Incremental
      Debt
      hereunder or under other financing documents applicable thereto as at the end
      of
      each affected Four-Quarter Period, as the case may be.

    


    ARTICLE
      II.

    THE
      COMMITMENTS AND CREDIT EXTENSIONS

     

    2.01 Revolving
      Loans.
      Subject
      to the terms and conditions set forth herein, each Lender severally agrees
      to
      make loans (each such loan, a “Revolving
      Loan”)
      to the
      Borrower from time to time, on any Business Day during the Availability Period,
      in an aggregate amount not to exceed at any time outstanding the amount of
      such
      Lender’s Commitment; provided,
      however,
      that
      after giving effect to any Revolving Borrowing, (i) the Total Outstandings
      shall
      not exceed the lesser of (x) the Aggregate Commitments, or (y) the Borrowing
      Base, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any
      Lender, plus
      such
      Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus
      such
      Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans
      shall not exceed such Lender’s Commitment. Within the limits of each Lender’s
      Commitment, and subject to the other terms and conditions hereof, the Borrower
      may borrow under this Section
      2.01,
      prepay
      under Section
      2.05,
      and
      reborrow under this Section
      2.01.
      Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
      provided herein.

     

    2.02 Borrowings,
      Conversions and Continuations of Revolving Loans.
      

    


    (a) Each
      Revolving Borrowing, each conversion of Revolving Loans from one Type to the
      other, and each continuation of Eurodollar Rate Loans shall be made upon the
      Borrower’s irrevocable notice to the Administrative Agent, which may be given by
      telephone. Each such notice must be received by the Administrative Agent not
      later than 11:00 a.m. (i) three Business Days prior to the requested date of
      any
      Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of
      any
      conversion of Eurodollar Rate Loans to Base Rate Revolving Loans, and (ii)
      on
      the requested date of any Borrowing of Base Rate Revolving Loans. Each
      telephonic notice by the Borrower pursuant to this Section
      2.02(a)
      must be
      confirmed promptly by delivery


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    to
      the
      Administrative Agent of a written Revolving Loan Notice, appropriately completed
      and signed by a Responsible Officer of the Borrower. Each Borrowing of,
      conversion to or continuation of Eurodollar Rate Loans shall be in a principal
      amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except
      as provided in Sections
      2.03(c)
      and
2.04(c),
      each
      Borrowing of or conversion to Base Rate Revolving Loans shall be in a principal
      amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each
      Revolving Loan Notice (whether telephonic or written) shall specify (i) whether
      the Borrower is requesting a Revolving Borrowing, a conversion of Revolving
      Loans from one Type to the other, or a continuation of Eurodollar Rate Loans,
      (ii) the requested date of the Borrowing, conversion or continuation, as the
      case may be (which shall be a Business Day), (iii) the principal amount of
      Revolving Loans to be borrowed, converted or continued, (iv) the Type of
      Revolving Loans to be borrowed or to which existing Revolving Loans are to
      be
      converted, and (v) if applicable, the duration of the Interest Period with
      respect thereto. If the Borrower fails to specify a Type of Revolving Loan
      in a
      Revolving Loan Notice or if the Borrower fails to give a timely notice
      requesting a conversion or continuation, then the applicable Revolving Loans
      shall be made as, or converted to, Base Rate Loans. Any such automatic
      conversion to Base Rate Loans shall be effective as of the last day of the
      Interest Period then in effect with respect to the applicable Eurodollar Rate
      Loans. If the Borrower requests a Borrowing of, conversion to, or continuation
      of Eurodollar Rate Loans in any such Revolving Loan Notice, but fails to specify
      an Interest Period, it will be deemed to have specified an Interest Period
      of
      one month.

    


    (b) Following
      receipt of a Revolving Loan Notice, the Administrative Agent shall promptly
      notify each Lender of the amount of its Applicable Percentage of the applicable
      Revolving Loans, and if no timely notice of a conversion or continuation is
      provided by the Borrower, the Administrative Agent shall notify each Lender
      of
      the details of any automatic conversion to Base Rate Loans described in the
      preceding subsection. In the case of a Revolving Borrowing, each Lender shall
      make the amount of its Revolving Loan available to the Administrative Agent
      in
      immediately available funds at the Administrative Agent’s Office not later than
      1:00 p.m. on the Business Day specified in the applicable Revolving Loan Notice.
      Upon satisfaction of the applicable conditions set forth in Section
      4.02
      (and, if
      such Borrowing is the initial Credit Extension, Section
      4.01),
      the
      Administrative Agent shall make all funds so received available to the Borrower
      in like funds as received by the Administrative Agent either by (i) crediting
      the account of the Borrower on the books of Bank of America with the amount
      of
      such funds or (ii) wire transfer of such funds, in each case in accordance
      with
      instructions provided to (and reasonably acceptable to) the Administrative
      Agent
      by the Borrower; provided,
      however,
      that
      if, on the date the Revolving Loan Notice with respect to such Borrowing is
      given by the Borrower, there are L/C Borrowings outstanding, then the proceeds
      of such Borrowing, first,
      shall
      be applied to the payment in full of any such L/C Borrowings, and second,
      shall
      be made available to the Borrower as provided above.

    


    (c) Except
      as
      otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
      only on the last day of an Interest Period for such Eurodollar Rate Loan. During
      the existence of a Default, no Loans may be requested as, converted to or
      continued as Eurodollar Rate Loans without the consent of the Required
      Lenders.

    


    (d) The
      Administrative Agent shall promptly notify the Borrower and the Lenders of
      the
      interest rate applicable to any Interest Period for Eurodollar Rate Loans upon
      determination


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    of
      such
      interest rate. At any time that Base Rate Loans are outstanding, the
      Administrative Agent shall notify the Borrower and the Lenders of any change
      in
      Bank of America’s prime rate used in determining the Base Rate promptly
      following the public announcement of such change.

    


    (e) After
      giving effect to all Revolving Borrowings, all conversions of Revolving Loans
      from one Type to the other, and all continuations of Revolving Loans as the
      same
      Type, there shall not be more than ten (10) Interest
      Periods in effect with respect to Revolving Loans.

     

    2.03 Letters
      of Credit.
      

    


    (a) The
      Letter of Credit Commitment.

    


    (i) Subject
      to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
      reliance upon the agreements of the Lenders set forth in this Section
      2.03,
      (I)
      from time to time on any Business Day during the period from the Closing Date
      until the Letter of Credit Expiration Date, to issue Letters of Credit for
      the
      account of the Borrower (or the Borrower and any Subsidiary of the Parent),
      and
      to amend or extend Letters of Credit previously issued by it, in accordance
      with
      subsection (b) below, and (II) to honor drawings under the Letters of Credit;
      and (B) the Lenders severally agree to participate in Letters of Credit issued
      for the account of the Borrower or its Subsidiaries and any drawings thereunder;
      provided
      that
      after giving effect to any L/C Credit Extension with respect to any Letter
      of
      Credit, (I) the Total Outstandings shall not exceed the lesser of (x) the
      Aggregate Commitments, or (y) the Borrowing Base, (II) the aggregate Outstanding
      Amount of the Revolving Loans of any Lender, plus
      such
      Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus
      such
      Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans
      shall not exceed such Lender’s Commitment, and (III) the Outstanding Amount of
      the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request
      by the Borrower for the issuance or amendment of a Letter of Credit shall be
      deemed to be a representation by the Borrower that the L/C Credit Extension
      so
      requested complies with the conditions set forth in the proviso to the preceding
      sentence. Within the foregoing limits, and subject to the terms and conditions
      hereof, the Borrower’s ability to obtain Letters of Credit shall be fully
      revolving, and accordingly the Borrower may, during the foregoing period, obtain
      Letters of Credit to replace Letters of Credit that have expired or that have
      been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed
      to have been issued pursuant hereto, and from and after the Closing Date shall
      be subject to and governed by the terms and conditions hereof.

    


    (ii) The
      L/C
      Issuer shall not issue any Letter of Credit, if:

    


    (A)  subject
      to Section
      2.03(b)(iii),
      the
      expiry date of such requested Letter of Credit would occur more than twelve
      months after the date of issuance or last extension, unless the Required Lenders
      have approved such expiry date; or


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    (B) the
      expiry date of such requested Letter of Credit would occur after the Letter
      of
      Credit Expiration Date, unless all the Lenders have approved such expiry
      date.

    


    (iii) The
      L/C
      Issuer shall not be under any obligation to issue any Letter of Credit if:
      

    


    (A) any
      order, judgment or decree of any Governmental Authority or arbitrator shall
      by
      its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
      of Credit, or any Law applicable to the L/C Issuer or any request or directive
      (whether or not having the force of law) from any Governmental Authority with
      jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
      refrain from, the issuance of letters of credit generally or such Letter of
      Credit in particular or shall impose upon the L/C Issuer with respect to such
      Letter of Credit any restriction, reserve or capital requirement (for which
      the
      L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing
      Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense
      which was not applicable on the Closing Date and which the L/C Issuer in good
      faith deems material to it; 

    


    (B) the
      issuance of such Letter of Credit would violate one or more policies of the
      L/C
      Issuer applicable to letters of credit generally; 

    


    (C) except
      as
      otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
      of
      Credit is in an initial stated amount less than $500,000; 

    


    (D) such
      Letter of Credit is to be denominated in a currency other than Dollars; or
      

    


    (E) a
      default
      of any Lender’s obligations to fund under Section
      2.03(c)
      exists
      or any Lender is at such time a Defaulting Lender hereunder, unless the L/C
      Issuer has entered into satisfactory arrangements with the Borrower or such
      Lender to eliminate the L/C Issuer’s risk with respect to such Lender.


    


    (iv) The
      L/C
      Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
      permitted at such time to issue such Letter of Credit in its amended form under
      the terms hereof.

    


    (v) The
      L/C
      Issuer shall be under no obligation to amend any Letter of Credit if (A) the
      L/C
      Issuer would have no obligation at such time to issue such Letter of Credit
      in
      its amended form under the terms hereof, or (B) the beneficiary of such Letter
      of Credit does not accept the proposed amendment to such Letter of
      Credit.

    


    (vi) The
      L/C
      Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
      issued by it and the documents associated therewith, and the L/C Issuer shall
      have all of the benefits and immunities (A) provided to the Administrative
      Agent
      in Article
      IX
      with
      respect to any acts taken or omissions suffered by the L/C Issuer in connection
      with Letters of Credit issued by it or proposed to be issued by it and
      Issuer


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    Documents
      pertaining to such Letters of Credit as fully as if the term “Administrative
      Agent” as used in Article
      IX
      included
      the L/C Issuer with respect to such acts or omissions, and (B) as additionally
      provided herein with respect to the L/C Issuer.

    


    (b) Procedures
      for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
      Credit.
      

    


    (i) Each
      Letter of Credit shall be issued or amended, as the case may be, upon the
      request of the Borrower delivered to the L/C Issuer (with a copy to the
      Administrative Agent) in the form of a Letter of Credit Application,
      appropriately completed and signed by a Responsible Officer of the Borrower.
      Such Letter of Credit Application must be received by the L/C Issuer and the
      Administrative Agent not later than 11:00 a.m. at least two Business Days (or
      such later date and time as the Administrative Agent and the L/C Issuer may
      agree in a particular instance in their sole discretion) prior to the proposed
      issuance date or date of amendment, as the case may be. In the case of a request
      for an initial issuance of a Letter of Credit, such Letter of Credit Application
      shall specify in form and detail satisfactory to the L/C Issuer: (A) the
      proposed issuance date of the requested Letter of Credit (which shall be a
      Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the
      name
      and address of the beneficiary thereof; (E) the documents to be presented by
      such beneficiary in case of any drawing thereunder; (F) the full text of any
      certificate to be presented by such beneficiary in case of any drawing
      thereunder; and (G) such other matters as the L/C Issuer may require. In the
      case of a request for an amendment of any outstanding Letter of Credit, such
      Letter of Credit Application shall specify in form and detail satisfactory
      to
      the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date
      of
      amendment thereof (which shall be a Business Day); (C) the nature of the
      proposed amendment; and (D) such other matters as the L/C Issuer may require.
      Additionally, the Borrower shall furnish to the L/C Issuer and the
      Administrative Agent such other documents and information pertaining to such
      requested Letter of Credit issuance or amendment, including any Issuer
      Documents, as the L/C Issuer or the Administrative Agent may
      require.

    


    (ii) Promptly
      after receipt of any Letter of Credit Application, the L/C Issuer will confirm
      with the Administrative Agent (by telephone or in writing) that the
      Administrative Agent has received a copy of such Letter of Credit Application
      from the Borrower and, if not, the L/C Issuer will provide the Administrative
      Agent with a copy thereof. Unless the L/C Issuer has received written notice
      from any Lender, the Administrative Agent or any Loan Party, at least one
      Business Day prior to the requested date of issuance or amendment of the
      applicable Letter of Credit, that one or more applicable conditions contained
      in
Article
      IV
      shall
      not then be satisfied, then, subject to the terms and conditions hereof, the
      L/C
      Issuer shall, on the requested date, issue a Letter of Credit for the account
      of
      the Borrower (or the Borrower and any Subsidiary of the Parent) or enter into
      the applicable amendment, as the case may be, in each case in accordance with
      the L/C Issuer’s usual and customary business practices. Immediately upon the
      issuance of each Letter of Credit, each Lender shall be deemed to, and hereby
      irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk
      participation in such Letter of Credit in an amount equal to the product of
      such
      Lender’s Applicable Percentage times
      the
      amount of such Letter of Credit.


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    (iii) If
      the
      Borrower so requests in any applicable Letter of Credit Application, the L/C
      Issuer may, in its sole and absolute discretion, agree to issue a Letter of
      Credit that has automatic extension provisions (each, an “Auto-Extension
      Letter of Credit”);
      provided
      that any
      such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent
      any
      such extension at least once in each twelve-month period (commencing with the
      date of issuance of such Letter of Credit) by giving prior notice to the
      beneficiary thereof not later than a day (the “Non-Extension
      Notice Date”)
      in
      each such twelve-month period to be agreed upon at the time such Letter of
      Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower
      shall not be required to make a specific request to the L/C Issuer for any
      such
      extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders
      shall be deemed to have authorized (but may not require) the L/C Issuer to
      permit the extension of such Letter of Credit at any time to an expiry date
      not
      later than the Letter of Credit Expiration Date; provided,
      however,
      that
      the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has
      determined that it would not be permitted, or would have no obligation, at
      such
      time to issue such Letter of Credit in its revised form (as extended) under
      the
      terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section
      2.03(a)
      or
      otherwise), or (B) it has received notice (which may be by telephone or in
      writing) on or before the day that is five Business Days before the
      Non-Extension Notice Date (1) from the Administrative Agent that the Required
      Lenders have elected not to permit such extension or (2) from the Administrative
      Agent, any Lender or the Borrower that one or more of the applicable conditions
      specified in Section
      4.02
      is not
      then satisfied, and in each such case directing the L/C Issuer not to permit
      such extension.

    


    (iv) Promptly
      after its delivery of any Letter of Credit or any amendment to a Letter of
      Credit to an advising bank with respect thereto or to the beneficiary thereof,
      the L/C Issuer will also deliver to the Borrower and the Administrative Agent
      a
      true and complete copy of such Letter of Credit or amendment.

    


    (c) Drawings
      and Reimbursements; Funding of Participations.

    


    (i) Upon
      receipt from the beneficiary of any Letter of Credit of any notice of a drawing
      under such Letter of Credit, the L/C Issuer shall notify the Borrower and the
      Administrative Agent thereof. Not later than 11:00 a.m. on the date of any
      payment by the L/C Issuer under a Letter of Credit (each such date, an
“Honor
      Date”),
      the
      Borrower shall reimburse the L/C Issuer through the Administrative Agent in
      an
      amount equal to the amount of such drawing. If the Borrower fails to so
      reimburse the L/C Issuer by such time, the Administrative Agent shall promptly
      notify each Lender of the Honor Date, the amount of the unreimbursed drawing
      (the “Unreimbursed
      Amount”),
      and
      the amount of such Lender’s Applicable Percentage thereof. In such event, the
      Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate
      Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed
      Amount, without regard to the minimum and multiples specified in Section
      2.02
      for the
      principal amount of Base Rate Loans, but subject to the amount of the unutilized
      portion of the Aggregate Commitments and the conditions set forth in
Section
      4.02
      (other
      than the delivery of a Revolving Loan Notice). Any notice given by the L/C
      Issuer or the Administrative Agent pursuant to this Section
      2.03(c)(i)
      may be
      given by telephone if immediately confirmed in writing;


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    provided
      that the
      lack of such an immediate confirmation shall not affect the conclusiveness
      or
      binding effect of such notice.

    


    (ii) Each
      Lender shall upon any notice pursuant to Section
      2.03(c)(i)
      make
      funds available to the Administrative Agent for the account of the L/C Issuer
      at
      the Administrative Agent’s Office in an amount equal to its Applicable
      Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business
      Day specified in such notice by the Administrative Agent, whereupon, subject
      to
      the provisions of Section
      2.03(c)(iii),
      each
      Lender that so makes funds available shall be deemed to have made a Base Rate
      Revolving Loan to the Borrower in such amount. The Administrative Agent shall
      remit the funds so received to the L/C Issuer.

    


    (iii) With
      respect to any Unreimbursed Amount that is not fully refinanced by a Revolving
      Borrowing of Base Rate Loans because the conditions set forth in Section
      4.02
      cannot
      be satisfied or for any other reason, the Borrower shall be deemed to have
      incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
      Amount that is not so refinanced, which L/C Borrowing shall be due and payable
      on demand (together with interest) and shall bear interest at the Default Rate.
      In such event, each Lender’s payment to the Administrative Agent for the account
      of the L/C Issuer pursuant to Section
      2.03(c)(ii)
      shall be
      deemed payment in respect of its participation in such L/C Borrowing and shall
      constitute an L/C Advance from such Lender in satisfaction of its participation
      obligation under this Section
      2.03.

    


    (iv) Until
      each Lender funds its Revolving Loan or L/C Advance pursuant to this
Section
      2.03(c)
      to
      reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
      interest in respect of such Lender’s Applicable Percentage of such amount shall
      be solely for the account of the L/C Issuer.

    


    (v) Each
      Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C
      Issuer for amounts drawn under Letters of Credit, as contemplated by this
Section
      2.03(c),
      shall
      be absolute and unconditional and shall not be affected by any circumstance,
      including (A) any setoff, counterclaim, recoupment, defense or other right
      which
      such Lender may have against the L/C Issuer, the Borrower or any other Person
      for any reason whatsoever; (B) the occurrence or continuance of a Default,
      or
      (C) any other occurrence, event or condition, whether or not similar to any
      of
      the foregoing; provided,
      however,
      that
      each Lender’s obligation to make Revolving Loans pursuant to this Section
      2.03(c)
      is
      subject to the conditions set forth in Section
      4.02
      (other
      than delivery by the Borrower of a Revolving Loan Notice). No such making of
      an
      L/C Advance shall relieve or otherwise impair the obligation of the Borrower
      to
      reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer
      under any Letter of Credit, together with interest as provided
      herein.

    


    (vi) If
      any
      Lender fails to make available to the Administrative Agent for the account
      of
      the L/C Issuer any amount required to be paid by such Lender pursuant to the
      foregoing provisions of this Section
      2.03(c)
      by the
      time specified in Section
      2.03(c)(ii),
      the L/C
      Issuer shall be entitled to recover from such Lender (acting through the
      Administrative Agent), on demand, such amount with interest thereon for the
      period from


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    the
      date
      such payment is required to the date on which such payment is immediately
      available to the L/C Issuer at a rate per annum equal to the greater of the
      Federal Funds Rate and a rate determined by the L/C Issuer in accordance with
      banking industry rules on interbank compensation, plus any administrative,
      processing or similar fees customarily charged by the L/C Issuer in connection
      with the foregoing. If such Lender pays such amount (with interest and fees
      as
      aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan
      included in the relevant Revolving Borrowing or L/C Advance in respect of the
      relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer
      submitted to any Lender (through the Administrative Agent) with respect to
      any
      amounts owing under this clause (vi) shall be conclusive absent manifest
      error.

    


    (d) Repayment
      of Participations.
      

    


    (i) At
      any
      time after the L/C Issuer has made a payment under any Letter of Credit and
      has
      received from any Lender such Lender’s L/C Advance in respect of such payment in
      accordance with Section
      2.03(c),
      if the
      Administrative Agent receives for the account of the L/C Issuer any payment
      in
      respect of the related Unreimbursed Amount or interest thereon (whether directly
      from the Borrower or otherwise, including proceeds of Cash Collateral applied
      thereto by the Administrative Agent), the Administrative Agent will distribute
      to such Lender its Applicable Percentage thereof in the same funds as those
      received by the Administrative Agent.

    


    (ii) If
      any
      payment received by the Administrative Agent for the account of the L/C Issuer
      pursuant to Section
      2.03(c)(i)
      is
      required to be returned under any of the circumstances described in Section
      10.05
      (including pursuant to any settlement entered into by the L/C Issuer in its
      discretion), each Lender shall pay to the Administrative Agent for the account
      of the L/C Issuer its Applicable Percentage thereof on demand of the
      Administrative Agent, plus interest thereon from the date of such demand to
      the
      date such amount is returned by such Lender, at a rate per annum equal to the
      Federal Funds Rate from time to time in effect. The obligations of the Lenders
      under this clause shall survive the payment in full of the Obligations and
      the
      termination of this Agreement.

    


    (e) Obligations
      Absolute. The
      obligation of the Borrower to reimburse the L/C Issuer for each drawing under
      each Letter of Credit and to repay each L/C Borrowing shall be absolute,
      unconditional and irrevocable, and shall be paid strictly in accordance with
      the
      terms of this Agreement under all circumstances, including the
      following:

    


    (i) any
      lack
      of validity or enforceability of such Letter of Credit, this Agreement, or
      any
      other Loan Document;

    


    (ii) the
      existence of any claim, counterclaim, setoff, defense or other right that the
      Borrower or any Subsidiary may have at any time against any beneficiary or
      any
      transferee of such Letter of Credit (or any Person for whom any such beneficiary
      or any such transferee may be acting), the L/C Issuer or any other Person,
      whether in connection with this Agreement, the transactions contemplated hereby
      or by such Letter of Credit or any agreement or instrument relating thereto,
      or
      any unrelated transaction;


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    (iii) any
      draft, demand, certificate or other document presented under such 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; or any
      loss
      or delay in the transmission or otherwise of any document required in order
      to
      make a drawing under such Letter of Credit;

    


    (iv) any
      payment by the L/C Issuer under such Letter of Credit against presentation
      of a
      draft or certificate that does not strictly comply with the terms of such Letter
      of Credit; or any payment made by the L/C Issuer under such Letter of Credit
      to
      any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
      assignee for the benefit of creditors, liquidator, receiver or other
      representative of or successor to any beneficiary or any transferee of such
      Letter of Credit, including any arising in connection with any proceeding under
      any Debtor Relief Law; or

    


    (v) any
      other
      circumstance or happening whatsoever, whether or not similar to any of the
      foregoing, including any other circumstance that might otherwise constitute
      a
      defense available to, or a discharge of, the Borrower or any
      Subsidiary.

    


    The
      Borrower shall promptly examine a copy of each Letter of Credit and each
      amendment thereto that is delivered to it and, in the event of any claim of
      noncompliance with
      the
      Borrower’s instructions or other irregularity, the Borrower will immediately
      notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived
      any such claim against the L/C Issuer and its correspondents unless such notice
      is given as aforesaid.

    


    (f) Role
      of L/C Issuer. Each
      Lender and the Borrower agree that, in paying any drawing under a Letter of
      Credit, the L/C Issuer shall not have any responsibility to obtain any document
      (other than any sight draft, certificates and documents expressly required
      by
      the Letter of Credit) or to ascertain or inquire as to the validity or accuracy
      of any such document or the authority of the Person executing or delivering
      any
      such document. None of the L/C Issuer, the Administrative Agent, any of their
      respective Related Parties nor any correspondent, participant or assignee of
      the
      L/C Issuer shall be liable to any Lender for (i) any action taken or omitted
      in
      connection herewith at the request or with the approval of the Lenders or the
      Required Lenders, as applicable; (ii) any action taken or omitted in the absence
      of gross negligence or willful misconduct; or (iii) the due execution,
      effectiveness, validity or enforceability of any document or instrument related
      to any Letter of Credit or Issuer Document. The Borrower hereby assumes all
      risks of the acts or omissions of any beneficiary or transferee with respect
      to
      its use of any Letter of Credit; provided,
      however,
      that
      this assumption is not intended to, and shall not, preclude the Borrower’s
      pursuing such rights and remedies as it may have against the beneficiary or
      transferee at law or under any other agreement. None of the L/C Issuer, the
      Administrative Agent, any of their respective Related Parties nor any
      correspondent, participant or assignee of the L/C Issuer shall be liable or
      responsible for any of the matters described in clauses (i) through (v) of
      Section
      2.03(e);
      provided,
      however,
      that
      anything in such clauses to the contrary notwithstanding, the Borrower may
      have
      a claim against the L/C Issuer, and the L/C Issuer may be liable to the
      Borrower, to the extent, but only to the extent, of any direct, as opposed
      to
      consequential or exemplary, damages suffered by the Borrower which the Borrower
      proves were caused by the L/C Issuer’s willful misconduct or gross negligence or
      the L/C Issuer’s willful failure to pay under any Letter of Credit after the
      presentation to it by the beneficiary of a sight


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    draft
      and
      certificate(s) strictly complying with the terms and conditions of a Letter
      of
      Credit. 
      In
      furtherance and not in limitation of the foregoing, the L/C Issuer may accept
      documents that appear on their face to be in order, without responsibility
      for
      further investigation, regardless of any notice or information to the contrary,
      and the L/C Issuer shall not be responsible for the validity or sufficiency
      of
      any instrument transferring or assigning or purporting to transfer or assign
      a
      Letter of Credit or the rights or benefits thereunder or proceeds thereof,
      in
      whole or in part, which may prove to be invalid or ineffective for any
      reason.

    


    (g) Cash
      Collateral.
      Upon
      the request of the Administrative Agent, (i) if the L/C Issuer has honored
      any
      full or partial drawing request under any Letter of Credit and such drawing
      has
      resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration
      Date, any L/C Obligation for any reason remains outstanding, the Borrower shall,
      in each case, immediately Cash Collateralize the then Outstanding Amount of
      all
      L/C Obligations. Sections
      2.05
      and
8.02(c)
      set
      forth certain additional requirements to deliver Cash Collateral hereunder.
      For
      purposes of this Section
      2.03,
      Section
      2.05 and
      Section
      8.02(c),
      “Cash
      Collateralize”
means
      to pledge and deposit with or deliver to the Administrative Agent, for the
      benefit of the L/C Issuer and the Lenders, as collateral for the L/C
      Obligations, cash or deposit account balances pursuant to documentation in
      form
      and substance satisfactory to the Administrative Agent and the L/C Issuer (which
      documents are hereby consented to by the Lenders). Derivatives of such term
      have
      corresponding meanings. The Borrower hereby grants to the Administrative Agent,
      for the benefit of the L/C Issuer and the Lenders, a security interest in all
      such cash, deposit accounts and all balances therein and all proceeds of the
      foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing
      deposit accounts at Bank of America.

    


    (h) Applicability
      of ISP.
      Unless
      otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter
      of
      Credit is issued (including any such agreement applicable to an Existing Letter
      of Credit), the rules of the ISP shall apply to each Letter of
      Credit.

    


    (i) Letter
      of Credit Fees.
      The
      Borrower shall pay to the Administrative Agent for the account of each Lender
      in
      accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of
      Credit Fee”) for
      each
      Letter of Credit equal to the Applicable Rate times
      the
      daily amount available to be drawn under such Letter of Credit. For purposes
      of
      computing the daily amount available to be drawn under any Letter of Credit,
      the
      amount of such Letter of Credit shall be determined in accordance with
Section
      1.07.
      Letter
      of Credit Fees shall be (i) due and payable on the first Business Day after
      the
      end of each March, June, September and December, commencing with the first
      such
      date to occur after the issuance of such Letter of Credit, on the Letter of
      Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly
      basis in arrears. If there is any change in the Applicable Rate during any
      quarter, the daily amount available to be drawn under each standby Letter of
      Credit shall be computed and multiplied by the Applicable Rate separately for
      each period during such quarter that such Applicable Rate was in effect.
      Notwithstanding anything to the contrary contained herein, upon the request
      of
      the Required Lenders, while any Event of Default exists, all Letter of Credit
      Fees shall accrue at the Default Rate.

    


    (j) Fronting
      Fee and Documentary and Processing Charges Payable to L/C Issuer. The
      Borrower shall pay directly to the L/C Issuer for its own account a fronting
      fee
      with respect to each Letter of Credit, at the rate per annum specified in the
      Fee Letter, computed on the daily


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    amount
      available to be drawn under such Letter of Credit and on a quarterly basis
      in
      arrears. Such fronting fee shall be due and payable on the tenth Business Day
      after the end of each March, June, September and December in respect of the
      most
      recently-ended quarterly period (or portion thereof, in the case of the first
      payment), commencing with the first such date to occur after the issuance of
      such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
      on
      demand. For purposes of computing the daily amount available to be drawn under
      any Letter of Credit, the amount of such Letter of Credit shall be determined
      in
      accordance with Section
      1.07.
      In
      addition, the Borrower shall pay directly to the L/C Issuer for its own account
      the customary issuance, presentation, amendment and other processing fees,
      and
      other standard costs and charges, of the L/C Issuer relating to letters of
      credit as from time to time in effect. Such customary fees and standard costs
      and charges are due and payable on demand and are nonrefundable.

    


    (k) Conflict
      with Issuer Documents.
      In the
      event of any conflict between the terms hereof and the terms of any Issuer
      Document, the terms hereof shall control.

    


    (l) Letters
      of Credit Issued for Subsidiaries.
      Notwithstanding that a Letter of Credit issued or outstanding hereunder is
      in
      support of any obligations of, or is for the account of, a Subsidiary of the
      Parent, the Borrower shall be obligated to reimburse the L/C Issuer hereunder
      for any and all drawings under such Letter of Credit. The Borrower hereby
      acknowledges that the issuance of Letters of Credit for the account of
      Subsidiaries of the Parent inures to the benefit of the Borrower, and that
      the
      Borrower’s business derives substantial benefits from the businesses of such
      Subsidiaries of the Parent. 

     

    2.04 Swing
      Line Loans. 

    


    (a) The
      Swing Line.
      Subject
      to the terms and conditions set forth herein, the Swing Line Lender agrees,
      in
      reliance upon the agreements of the other Lenders set forth in this Section
      2.04,
      to make
      loans (each such loan, a “Swing
      Line Loan”)
      to the
      Borrower from time to time on any Business Day during the Availability Period
      in
      an aggregate amount not to exceed at any time outstanding the amount of the
      Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when
      aggregated with the Applicable Percentage of the Outstanding Amount of Revolving
      Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed
      the amount of such Lender’s Commitment; provided,
      however,
      that
      after giving effect to any Swing Line Loan, (i) the Total Outstandings shall
      not
      exceed the lesser of (x) the Aggregate Commitments, or (y) the Borrowing Base,
      and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender,
      plus
      such
      Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus
      such
      Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans
      shall not exceed such Lender’s Commitment, and provided,
      further,
      that
      the Borrower shall not use the proceeds of any Swing Line Loan to refinance
      any
      outstanding Swing Line Loan. Within the foregoing limits, and subject to the
      other terms and conditions hereof, the Borrower may borrow under this
Section
      2.04,
      prepay
      under Section
      2.05,
      and
      reborrow under this Section
      2.04.
      Each
      Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a
      Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
      unconditionally agrees to, purchase from the Swing Line Lender a risk
      participation in such Swing Line Loan in an amount equal to the product of
      such
      Lender’s Applicable Percentage times
      the
      amount of such Swing Line Loan.


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    (b) Borrowing
      Procedures.
      Each
      Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the
      Swing Line Lender and the Administrative Agent, which may be given by telephone.
      Each such notice must be received by the Swing Line Lender and the
      Administrative Agent not later than 1:00 p.m. on the requested borrowing date,
      and shall specify (i) the amount to be borrowed, which shall be a minimum of
      $500,000, and (ii) the requested borrowing date, which shall be a Business
      Day.
      Each such telephonic notice must be confirmed promptly by delivery to the Swing
      Line Lender and the Administrative Agent of a written Swing Line Loan Notice,
      appropriately completed and signed by a Responsible Officer of the Borrower.
      Promptly after receipt by the Swing Line Lender of any telephonic Swing Line
      Loan Notice, the Swing Line Lender will confirm with the Administrative Agent
      (by telephone or in writing) that the Administrative Agent has also received
      such Swing Line Loan Notice and, if not, the Swing Line Lender will notify
      the
      Administrative Agent (by telephone or in writing) of the contents thereof.
      Unless the Swing Line Lender has received notice (by telephone or in writing)
      from the Administrative Agent (including at the request of any Lender) prior
      to
      2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the
      Swing Line Lender not to make such Swing Line Loan as a result of the
      limitations set forth in the proviso to the first sentence of Section
      2.04(a),
      or (B)
      that one or more of the applicable conditions specified in Article
      IV
      is not
      then satisfied, then, subject to the terms and conditions hereof, the Swing
      Line
      Lender will, not later than 3:00 p.m. on the borrowing date specified in such
      Swing Line Loan Notice, make the amount of its Swing Line Loan available to
      the
      Borrower either by (i) crediting
      the account of the Borrower on the books of the Swing Line Lender with such
      amount in immediately available funds, or (ii) wire transfer of such funds
      in
      accordance with instructions provided to (and reasonably acceptable to) the
      Swing Line Lender by the Borrower.

    


    (c) Refinancing
      of Swing Line Loans.

    


    (i) The
      Swing
      Line Lender at any time in its sole and absolute discretion may request, on
      behalf of the Borrower (which hereby irrevocably authorizes the Swing Line
      Lender to so request on its behalf), that each Lender make a Base Rate Revolving
      Loan in an amount equal to such Lender’s Applicable Percentage of the amount of
      Swing Line Loans then outstanding. Such request shall be made in writing (which
      written request shall be deemed to be a Revolving Loan Notice for purposes
      hereof) and in accordance with the requirements of Section
      2.02,
      without
      regard to the minimum and multiples specified therein for the principal amount
      of Base Rate Loans, but subject to the unutilized portion of the Aggregate
      Commitments and the conditions set forth in Section
      4.02.
      The
      Swing Line Lender shall furnish the Borrower with a copy of the applicable
      Revolving Loan Notice promptly after delivering such notice to the
      Administrative Agent. Each Lender shall make an amount equal to its Applicable
      Percentage of the amount specified in such Revolving Loan Notice available
      to
      the Administrative Agent in immediately available funds for the account of
      the
      Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m.
      on the day specified in such Revolving Loan Notice, whereupon, subject to
Section
      2.04(c)(ii),
      each
      Lender that so makes funds available shall be deemed to have made a Base Rate
      Revolving Loan to the Borrower in such amount. The Administrative Agent shall
      remit the funds so received to the Swing Line Lender.


    
      
        
        

      

      
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    (ii) If
      for
      any reason any Swing Line Loan cannot be refinanced by such a Revolving
      Borrowing in accordance with Section
      2.04(c)(i),
      the
      request for Base Rate Revolving Loans submitted by the Swing Line Lender as
      set
      forth herein shall be deemed to be a request by the Swing Line Lender that
      each
      of the Lenders fund its risk participation in the relevant Swing Line Loan
      and
      each Lender’s payment to the Administrative Agent for the account of the Swing
      Line Lender pursuant to Section
      2.04(c)(i)
      shall be
      deemed payment in respect of such participation.

    


    (iii) If
      any
      Lender fails to make available to the Administrative Agent for the account
      of
      the Swing Line Lender any amount required to be paid by such Lender pursuant
      to
      the foregoing provisions of this Section
      2.04(c)
      by the
      time specified in Section
      2.04(c)(i),
      the
      Swing Line Lender shall be entitled to recover from such Lender (acting through
      the Administrative Agent), on demand, such amount with interest thereon for
      the
      period from the date such payment is required to the date on which such payment
      is immediately available to the Swing Line Lender at a rate per annum equal
      to
      the greater of the Federal Funds Rate and a rate determined by the Swing Line
      Lender in accordance with banking industry rules on interbank compensation,
      plus
      any administrative processing or similar fees customarily charged by the Swing
      Line Lender in connection with the foregoing. If such Lender pays such amount
      (with interest and fees as aforesaid), the amount so paid shall constitute
      such
      Lender’s Revolving Loan included in the relevant Revolving Borrowing or funded
      participation in the relevant Swing Line Loan, as the case may be. A certificate
      of the Swing Line Lender submitted to any Lender (through the Administrative
      Agent) with respect to any amounts owing under this clause (iii) shall be
      conclusive absent manifest error.

    


    (iv) Each
      Lender’s obligation to make Revolving Loans or to purchase and fund risk
      participations in Swing Line Loans pursuant to this Section
      2.04(c)
      shall be
      absolute and unconditional and shall not be affected by any circumstance,
      including (A) any setoff, counterclaim, recoupment, defense or other right
      which
      such Lender may have against the Swing Line Lender, the Borrower or any other
      Person for any reason whatsoever, (B) the occurrence or continuance of a
      Default, or (C) any other occurrence, event or condition, whether or not similar
      to any of the foregoing; provided,
      however,
      that
      each Lender’s obligation to make Revolving Loans pursuant to this Section
      2.04(c)
      is
      subject to the conditions set forth in Section
      4.02.
      No such
      funding of risk participations shall relieve or otherwise impair the obligation
      of the Borrower to repay Swing Line Loans, together with interest as provided
      herein.

    


    (d) Repayment
      of Participations.
      

    


    (i) At
      any
      time after any Lender has purchased and funded a risk participation in a Swing
      Line Loan, if the Swing Line Lender receives any payment on account of such
      Swing Line Loan, the Swing Line Lender will distribute to such Lender its
      Applicable Percentage thereof in the same funds as those received by the Swing
      Line Lender.

    


    (ii) If
      any
      payment received by the Swing Line Lender in respect of principal or interest
      on
      any Swing Line Loan is required to be returned by the Swing Line Lender under
      any of the circumstances described in Section
      10.05
      (including pursuant to any


    
      
        
        

      

      
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    settlement
      entered into by the Swing Line Lender in its discretion), each Lender shall
      pay
      to the Swing Line Lender its Applicable Percentage thereof on demand of the
      Administrative Agent, plus interest thereon from the date of such demand to
      the
      date such amount is returned, at a rate per annum equal to the Federal Funds
      Rate. The Administrative Agent will make such demand upon the request of the
      Swing Line Lender. The obligations of the Lenders under this clause shall
      survive the payment in full of the Obligations and the termination of this
      Agreement.

    


    (e) Interest
      for Account of Swing Line Lender.
      The
      Swing Line Lender shall be responsible for invoicing the Borrower for interest
      on the Swing Line Loans. Until each Lender funds its Base Rate Revolving Loan
      or
      risk participation pursuant to this Section
      2.04
      to
      refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest
      in respect of such Applicable Percentage shall be solely for the account of
      the
      Swing Line Lender.

    


    (f) Payments
      Directly to Swing Line Lender.
      The
      Borrower shall make all payments of principal and interest in respect of the
      Swing Line Loans directly to the Swing Line Lender.

     

    2.05 Prepayments.
      

    


    (a) The
      Borrower may, upon notice to the Administrative Agent, at any time or from
      time
      to time voluntarily prepay Revolving Loans in whole or in part without premium
      or penalty; provided
      that (i)
      such notice must be received by the Administrative Agent not later than 11:00
      a.m. (A) three Business Days prior to any date of prepayment of Eurodollar
      Rate
      Loans and (B) on the date of prepayment of Base Rate Revolving Loans; (ii)
      any
      prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000
      or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment
      of
      Base Rate Revolving Loans shall be in a principal amount of $500,000 or a whole
      multiple of $100,000 in excess thereof or, in each case, if less, the entire
      principal amount thereof then outstanding. Each such notice shall specify the
      date and amount of such prepayment and the Type(s) of Revolving Loans to be
      prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s)
      of such Loans. The Administrative Agent will promptly notify each Lender of
      its
      receipt of each such notice, and of the amount of such Lender’s Applicable
      Percentage of such prepayment. If such notice is given by the Borrower, the
      Borrower shall make such prepayment and the payment amount specified in such
      notice shall be due and payable on the date specified therein. Any prepayment
      of
      a Eurodollar Rate Loan shall be accompanied by all accrued interest on the
      amount prepaid, together with any additional amounts required pursuant to
Section
      3.05.
      Each
      such prepayment shall be applied to the Revolving Loans of the Lenders in
      accordance with their respective Applicable Percentages.

    


    (b) The
      Borrower may, upon notice to the Swing Line Lender (with a copy to the
      Administrative Agent), at any time or from time to time, voluntarily prepay
      Swing Line Loans in whole or in part without premium or penalty; provided
      that (i)
      such notice must be received by the Swing Line Lender and the Administrative
      Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any
      such
      prepayment shall be in a minimum principal amount of $100,000. Each such notice
      shall specify the date and amount of such prepayment. If such notice is given
      by
      the Borrower, the Borrower shall make such prepayment and the payment amount
      specified in such notice shall be due and payable on the date specified
      therein.


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    (c) If
      for
      any reason the Total Outstandings at any time exceed either the Aggregate
      Commitments or the Borrowing Base then in effect, the Borrower shall immediately
      prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate
      amount equal to such excess; provided,
      however,
      that
      the Borrower shall not be required to Cash Collateralize the L/C Obligations
      pursuant to this Section
      2.05(c)
      unless
      after the prepayment in full of the Loans the Total Outstandings exceed either
      the Aggregate Commitments or the Borrowing Base then in effect.

     

    2.06 Termination
      or Reduction of Commitments.
      The
      Borrower may, upon notice to the Administrative Agent, terminate the Aggregate
      Commitments, or from time to time permanently reduce the Aggregate Commitments;
      provided
      that (i)
      any such notice shall be received by the Administrative Agent not later than
      11:00 a.m. five Business Days prior to the date of termination or reduction,
      (ii) any such partial reduction shall be in an aggregate amount of $10,000,000
      or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall
      not terminate or reduce the Aggregate Commitments if, after giving effect
      thereto and to any concurrent prepayments hereunder, the Total Outstandings
      would exceed the Aggregate Commitments, and (iv) if, after giving effect to
      any
      reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the
      Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such
      Sublimit shall be automatically reduced by the amount of such excess. The
      Administrative Agent will promptly notify the Lenders of any such notice of
      termination or reduction of the Aggregate Commitments. Any reduction of the
      Aggregate Commitments shall be applied to the Commitment of each Lender
      according to its Applicable Percentage. All fees accrued until the effective
      date of any termination of the Aggregate Commitments shall be paid on the
      effective date of such termination.

     

    2.07 Repayment
      of Loans.
      

    


    (a) The
      Borrower shall repay to the Lenders on the Maturity Date the aggregate principal
      amount of Revolving Loans outstanding on such date.

    


    (b) The
      Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the
      date ten Business Days after such Loan is made and (ii) the Maturity
      Date.

     

    2.08 Interest.
      

    


    (a) Subject
      to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall
      bear interest on the outstanding principal amount thereof for each Interest
      Period at a rate per annum equal to the Eurodollar Rate for such Interest Period
      plus
      the
      Applicable Rate; (ii) each Base Rate Revolving Loan shall bear interest on
      the
      outstanding principal amount thereof from the applicable borrowing date at
      a
      rate per annum equal to the Base Rate plus
      the
      Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the
      outstanding principal amount thereof from the applicable borrowing date at
      a
      rate per annum equal to the Base Rate plus
      the
      Applicable Rate.

    


    (b) (i) If
      any
      amount of principal of any Loan is not paid when due (without regard to any
      applicable grace periods), whether at stated maturity, by acceleration or
      otherwise, such amount shall thereafter bear interest at a fluctuating interest
      rate per


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    annum
      at
      all times equal to the Default Rate to the fullest extent permitted by
      applicable Laws.

    


    (ii) If
      any
      amount (other than principal of any Loan) payable by the Borrower under any
      Loan
      Document is not paid when due (without regard to any applicable grace periods),
      whether at stated maturity, by acceleration or otherwise, then upon the request
      of the Required Lenders, such amount shall thereafter bear interest at a
      fluctuating interest rate per annum at all times equal to the Default Rate
      to
      the fullest extent permitted by applicable Laws.

    


    (iii) Upon
      the
      request of the Required Lenders, while any Event of Default exists, the Borrower
      shall pay interest on the principal amount of all outstanding Obligations
      hereunder at a fluctuating interest rate per annum at all times equal to the
      Default Rate to the fullest extent permitted by applicable Laws. 

    


    (iv) Accrued
      and unpaid interest on past due amounts (including interest on past due
      interest) shall be due and payable upon demand.

    


    (c) Interest
      on each Loan shall be due and payable in arrears on each Interest Payment Date
      applicable thereto and at such other times as may be specified herein. Interest
      hereunder shall be due and payable in accordance with the terms hereof before
      and after judgment, and before and after the commencement of any proceeding
      under any Debtor Relief Law.

     

    2.09 Fees.
      In
      addition to certain fees described in subsections (i) and (j) of Section
      2.03:

    


    (a) Commitment
      Fee.
      The
      Borrower shall pay to the Administrative Agent for the account of each Lender
      in
      accordance with its Applicable Percentage, a commitment fee equal to the
      Applicable Rate times
      the
      actual daily amount by which the Aggregate Commitments exceed the sum of (i)
      the
      Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C
      Obligations. The commitment fee shall accrue at all times during the
      Availability Period, including at any time during which one or more of the
      conditions in Article
      IV
      is not
      met, and shall be due and payable quarterly in arrears on the last Business
      Day
      of each March, June, September and December, commencing with the first such
      date
      to occur after the Closing Date, and on the last day of the Availability Period.
      The commitment fee shall be calculated quarterly in arrears, and if there is
      any
      change in the Applicable Rate during any quarter, the actual daily amount shall
      be computed and multiplied by the Applicable Rate separately for each period
      during such quarter that such Applicable Rate was in effect.

    


    (b) Other
      Fees.
      (i) The
      Borrower shall pay to the Arranger and the Administrative Agent for their own
      respective accounts fees in the amounts and at the times specified in the Fee
      Letter. Such fees shall be fully earned when paid and shall not be refundable
      for any reason whatsoever.

    


    (ii) The
      Borrower shall pay to the Lenders such fees as shall have been separately agreed
      upon in writing in the amounts and at the times so specified. Such fees shall
      be
      fully earned when paid and shall not be refundable for any reason
      whatsoever.


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    2.10 Computation
      of Interest and Fees.
      All
      computations of interest for Base Rate Loans when the Base Rate is determined
      by
      Bank of America’s “prime rate” shall be made on the basis of a year of 365 or
      366 days, as the case may be, and actual days elapsed. All other computations
      of
      fees and interest shall be made on the basis of a 360-day year and actual days
      elapsed (which results in more fees or interest, as applicable, being paid
      than
      if computed on the basis of a 365-day year). Interest shall accrue on each
      Loan
      for the day on which the Loan is made, and shall not accrue on a Loan, or any
      portion thereof, for the day on which the Loan or such portion is paid,
provided
      that any
      Loan that is repaid on the same day on which it is made shall, subject to
Section
      2.12(a),
      bear
      interest for one day. Each determination by the Administrative Agent of an
      interest rate or fee hereunder shall be conclusive and binding for all purposes,
      absent manifest error.

     

    2.11 Evidence
      of Debt.
      

    


    (a) The
      Credit Extensions made by each Lender shall be evidenced by one or more accounts
      or records maintained by such Lender and by the Administrative Agent in the
      ordinary course of business. The accounts or records maintained by the
      Administrative Agent and each Lender shall be conclusive absent manifest error
      of the amount of the Credit Extensions made by the Lenders to the Borrower
      and
      the interest and payments thereon. Any failure to so record or any error in
      doing so shall not, however, limit or otherwise affect the obligation of the
      Borrower hereunder to pay any amount owing with respect to the Obligations.
      In
      the event of any conflict between the accounts and records maintained by any
      Lender and the accounts and records of the Administrative Agent in respect
      of
      such matters, the accounts and records of the Administrative Agent shall control
      in the absence of manifest error. Upon the request of any Lender made through
      the Administrative Agent, the Borrower shall execute and deliver to such Lender
      (through the Administrative Agent) a Note, which shall evidence such Lender’s
      Loans in addition to such accounts or records. Each Lender may attach schedules
      to its Note and endorse thereon the date, Type (if applicable), amount and
      maturity of its Loans and payments with respect thereto.

    


    (b) In
      addition to the accounts and records referred to in subsection (a), each Lender
      and the Administrative Agent shall maintain in accordance with its usual
      practice accounts or records evidencing the purchases and sales by such Lender
      of participations in Letters of Credit and Swing Line Loans. In the event of
      any
      conflict between the accounts and records maintained by the Administrative
      Agent
      and the accounts and records of any Lender in respect of such matters, the
      accounts and records of the Administrative Agent shall control in the absence
      of
      manifest error.

     

    2.12 Payments
      Generally; Administrative Agent’s Clawback.
      

    


    (a) General.
      All
      payments to be made by the Borrower shall be made without condition or deduction
      for any counterclaim, defense, recoupment or setoff. Except as otherwise
      expressly provided herein, all payments by the Borrower hereunder shall be
      made
      to the Administrative Agent, for the account of the respective Lenders to which
      such payment is owed, at the Administrative Agent’s Office in Dollars and in
      immediately available funds not later than 2:00 p.m. on the date specified
      herein. The Administrative Agent will promptly distribute to


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    each
      Lender its Applicable Percentage (or other applicable share as provided herein)
      of such payment in like funds as received by wire transfer to such Lender’s
      Lending Office. All payments received by the Administrative Agent after 2:00
      p.m. shall be deemed received on the next succeeding Business Day and any
      applicable interest or fee shall continue to accrue. If any payment to be made
      by the Borrower shall come due on a day other than a Business Day, payment
      shall
      be made on the next following Business Day, and such extension of time shall
      be
      reflected in computing interest or fees, as the case may be.

    


    (b) (i)
      Funding
      by Lenders; Presumption by Administrative Agent.
      Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      proposed date of any Revolving Borrowing of Eurodollar Rate Loans (or, in the
      case of any Revolving Borrowing of Base Rate Loans, prior to 12:00 noon on
      the
      date of such Revolving Borrowing) that such Lender will not make available
      to
      the Administrative Agent such Lender’s share of such Revolving Borrowing, the
      Administrative Agent may assume that such Lender has made such share available
      on such date in accordance with Section
      2.02
      (or, in
      the case of a Revolving Borrowing of Base Rate Loans, that such Lender has
      made
      such share available in accordance with and at the time required by Section
      2.02)
      and
      may, in reliance upon such assumption, make available to the Borrower a
      corresponding amount. In such event, if a Lender has not in fact made its share
      of the applicable Revolving Borrowing available to the Administrative Agent,
      then the applicable Lender and the Borrower severally agree to pay to the
      Administrative Agent forthwith on demand such corresponding amount in
      immediately available funds with interest thereon, for each day from and
      including the date such amount is made available to the Borrower to but
      excluding the date of payment to the Administrative Agent, at (A) in the case
      of
      a payment to be made by such Lender, the greater of the Federal Funds Rate
      and a
      rate determined by the Administrative Agent in accordance with banking industry
      rules on interbank compensation, plus any administrative processing or similar
      fees customarily charged by the Administrative Agent in connection with the
      foregoing, and (B) in the case of a payment to be made by the Borrower, the
      interest rate applicable to Base Rate Loans. If the Borrower and such Lender
      shall pay such interest to the Administrative Agent for the same or an
      overlapping period, the Administrative Agent shall promptly remit to the
      Borrower the amount of such interest paid by the Borrower for such period.
      If
      such Lender pays its share of the applicable Revolving Borrowing to the
      Administrative Agent, then the amount so paid shall constitute such Lender’s
      Revolving Loan included in such Revolving Borrowing. Any payment by the Borrower
      shall be without prejudice to any claim the Borrower may have against a Lender
      that shall have failed to make such payment to the Administrative
      Agent.

    


    (ii) Payments
      by Borrower; Presumptions by Administrative Agent.
      Unless
      the Administrative Agent shall have received notice from the Borrower prior
      to
      the date on which any payment is due to the Administrative Agent for the account
      of the Lenders or the L/C Issuer hereunder that the Borrower will not make
      such
      payment, the Administrative Agent may assume that the Borrower has made such
      payment on such date in accordance herewith and may, in reliance upon such
      assumption, distribute to the Lenders or the L/C Issuer, as the case may be,
      the
      amount due. In such event, if the Borrower has not in fact made such payment,
      then each of the Lenders or the L/C Issuer, as the case may be, severally agrees
      to repay to the Administrative Agent forthwith on


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    demand
      the amount so distributed to such Lender or the L/C Issuer, in immediately
      available funds with interest thereon, for each day from and including the
      date
      such amount is distributed to it to but excluding the date of payment to the
      Administrative Agent, at the greater of the Federal Funds Rate and a rate
      determined by the Administrative Agent in accordance with banking industry
      rules
      on interbank compensation.

    


    A
      notice
      of the Administrative Agent to any Lender or the Borrower with respect to any
      amount owing under this subsection (b) shall be conclusive, absent manifest
      error.

    


    (c) Failure
      to Satisfy Conditions Precedent.
      If any
      Lender makes available to the Administrative Agent funds for any Loan to be
      made
      by such Lender as provided in the foregoing provisions of this Article
      II,
      and
      such funds are not made available to the Borrower by the Administrative Agent
      because the conditions to the applicable Credit Extension set forth in
Article
      IV
      are not
      satisfied or waived in accordance with the terms hereof, the Administrative
      Agent shall return such funds (in like funds as received from such Lender)
      to
      such Lender, without interest.

    


    (d) Obligations
      of Lenders Several.
      The
      obligations of the Lenders hereunder to make Revolving Loans, to fund
      participations in Letters of Credit and Swing Line Loans and to make payments
      pursuant to Section
      10.04(c)
      are
      several and not joint. The failure of any Lender to make any Revolving Loan,
      to
      fund any such participation or to make any payment under Section
      10.04(c)
      on any
      date required hereunder shall not relieve any other Lender of its corresponding
      obligation to do so on such date, and no Lender shall be responsible for the
      failure of any other Lender to so make its Revolving Loan, to purchase its
      participation or to make its payment under Section
      10.04(c).

    


    (e) Funding
      Source.
      Nothing
      herein shall be deemed to obligate any Lender to obtain the funds for any Loan
      in any particular place or manner or to constitute a representation by any
      Lender that it has obtained or will obtain the funds for any Loan in any
      particular place or manner.

     

    2.13 Sharing
      of Payments by Lenders.
      If any
      Lender shall, by exercising any right of setoff or counterclaim or otherwise,
      obtain payment in respect of any principal of or interest on any of the
      Revolving Loans made by it, or the participations in L/C Obligations or in
      Swing
      Line Loans held by it resulting in such Lender’s receiving payment of a
      proportion of the aggregate amount of such Revolving Loans or participations
      and
      accrued interest thereon greater than its pro rata
      share
      thereof as provided herein, then the Lender receiving such greater proportion
      shall (a) notify the Administrative Agent of such fact, and (b) purchase (for
      cash at face value) participations in the Revolving Loans and subparticipations
      in L/C Obligations and Swing Line Loans of the other Lenders, or make such
      other
      adjustments as shall be equitable, so that the benefit of all such payments
      shall be shared by the Lenders ratably in accordance with the aggregate amount
      of principal of and accrued interest on their respective Revolving Loans and
      other amounts owing them, provided
      that:

    


    (i) if
      any
      such participations or subparticipations are purchased and all or any portion
      of
      the payment giving rise thereto is recovered, such participations
      or


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    


    subparticipations
      shall be rescinded and the purchase price restored to the extent of such
      recovery, without interest; and

    


    (ii) the
      provisions of this Section shall not be construed to apply to (x) any payment
      made by the Borrower pursuant to and in accordance with the express terms of
      this Agreement or (y) any payment obtained by a Lender as consideration for
      the
      assignment of or sale of a participation in any of its Revolving Loans or
      subparticipations in L/C Obligations or Swing Line Loans to any assignee or
      participant, other than to the Borrower or any Subsidiary thereof (as to which
      the provisions of this Section shall apply).

    


    Each
      Loan
      Party consents to the foregoing and agrees, to the extent it may effectively
      do
      so under applicable law, that any Lender acquiring a participation pursuant
      to
      the foregoing arrangements may exercise against such Loan Party rights of setoff
      and counterclaim with respect to such participation as fully as if such Lender
      were a direct creditor of such Loan Party in the amount of such
      participation.

     

    2.14 Increase
      in Commitments. 

    


    (a) Request
      for Increase.
      Provided there exists no Default, upon notice to the Administrative Agent (which
      shall promptly notify the Lenders), the Borrower may from
      time
      to time, request an increase in the Aggregate Commitments by an
      amount (for
      all
      such requests) not
      exceeding $75,000,000; provided
      that (i)
      there
      shall have been no prior reduction by the Borrower of the Aggregate Commitments
      pursuant to Section
      2.06;
      (ii)
      any such request for an increase shall be in a minimum amount of $10,000,000;
      (iii) the Borrower shall first offer to each existing Lender the right to
      increase its Commitment, provided,
      however,
      no
      existing Lender shall be required to increase its Commitment; (iv) the Borrower
      shall obtain an increased or additional Commitment, respectively, from existing
      Lenders or Eligible Assignees; and (v) no increase in the Aggregate Commitments
      shall increase either the Letter of Credit Sublimit or the Swing Line
      Sublimit. At
      the
      time of sending such notice, the Borrower (in consultation with the
      Administrative Agent) shall specify the time period within which each Lender
      is
      requested to respond (which shall in no event be less than ten Business Days
      from the date of delivery of such notice to the Lenders). 

    


    (b) Lender
      Elections to Increase.
      Each
      Lender shall notify the Administrative Agent within such time period whether
      or
      not it agrees to increase its Commitment and, if so, whether by an amount equal
      to, greater than, or less than its Applicable Percentage of such requested
      increase. Any Lender not responding within such time period shall be deemed
      to
      have declined to increase its Commitment. 

    


    (c) Notification
      by Administrative Agent; Additional Lenders.
      The
      Administrative Agent
      shall notify the Borrower and each Lender of the Lenders’ responses to each
      request made hereunder. To
      achieve the full amount of a requested increase and subject to the approval
      of
      the Administrative Agent, the L/C Issuer and the Swing Line Lender (which
      approvals shall not be unreasonably withheld), the Borrower may also invite
      additional Eligible Assignees to become Lenders pursuant to a joinder agreement
      in form and substance satisfactory to the Administrative Agent and its
      counsel.


    
      
        
        

      

      
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    (d) Effective
      Date and Allocations.
      If the
      Aggregate Commitments are increased in accordance with this Section, the
      Administrative Agent and the Borrower shall determine the effective date (the
      “Increase
      Effective Date”)
      and
      the final allocation of such increase. The Administrative Agent shall promptly
      notify the Borrower and the Lenders of the final allocation of such increase
      and
      the Increase Effective Date. 

    


    (e) Conditions
      to Effectiveness of Increase.
      As a
      condition precedent to such increase, the Borrower shall deliver to the
      Administrative Agent a certificate of each Loan Party dated as of the Increase
      Effective Date (in sufficient copies for each Lender) signed by a Responsible
      Officer of such Loan Party (i) certifying and attaching the resolutions adopted
      by such Loan Party approving or consenting to such increase, and (ii) in the
      case of the Borrower, certifying that, before and after giving effect to such
      increase, (A) the representations and warranties contained in Article
      V
      and the
      other Loan Documents are true and correct on and as of the Increase Effective
      Date, except to the extent that such representations and warranties specifically
      refer to an earlier date, in which case they are true and correct as of such
      earlier date, and except that for purposes of this Section
      2.14,
      the
      representations and warranties contained in subsections (a) of Section
      5.06
      shall be
      deemed to refer to the most recent statements furnished pursuant to clauses
      (a)
      and (b), respectively, of Section
      6.01,
      and (B)
      no Default exists. The Borrower shall prepay any Revolving Loans outstanding
      on
      the Increase Effective Date (and pay any additional amounts required pursuant
      to
Section
      3.05)
      to the
      extent necessary to keep the outstanding Revolving Loans ratable with any
      revised Applicable Percentages arising from any nonratable increase in the
      Commitments under this Section.

    


    (f) Conflicting
      Provisions.
      This
      Section shall supersede any provisions in Section
      2.13
      or
10.01
      to the
      contrary.

     

    ARTICLE
      III.

    TAXES,
      YIELD PROTECTION AND ILLEGALITY

     

    3.01 Taxes.
      

    


    (a) Payments
      Free of Taxes.
      Any and
      all payments by or on account of any obligation of the Borrower hereunder or
      under any other Loan Document shall be made free and clear of and without
      reduction or withholding for any Indemnified Taxes or Other Taxes, provided
      that if
      the Borrower shall be required by applicable law to deduct any Indemnified
      Taxes
      (including any Other Taxes) from such payments, then (i) the sum payable shall
      be increased as necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this Section)
      the Administrative Agent, Lender or L/C Issuer, as the case may be, receives
      an
      amount equal to the sum it would have received had no such deductions been
      made,
      (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely
      pay the full amount deducted to the relevant Governmental Authority in
      accordance with applicable law.

    


    (b) Payment
      of Other Taxes by the Borrower.
      Without
      limiting the provisions of subsection (a) above, the Borrower shall timely
      pay
      any Other Taxes to the relevant Governmental Authority in accordance with
      applicable law.


    
      
        
        

      

      
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    (c) Indemnification
      by the Borrower.
      The
      Borrower shall indemnify the Administrative Agent, each Lender and the L/C
      Issuer, within 10 days after demand therefor, for the full amount of any
      Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
      imposed or asserted on or attributable to amounts payable under this Section)
      paid by the Administrative Agent, such Lender or the L/C Issuer, as the case
      may
      be, and any penalties, interest and reasonable expenses arising therefrom or
      with respect thereto, whether or not such Indemnified Taxes or Other Taxes
      were
      correctly or legally imposed or asserted by the relevant Governmental Authority.
      A certificate as to the amount of such payment or liability delivered to the
      Borrower by a Lender or the L/C Issuer (with a copy to the Administrative
      Agent), or by the Administrative Agent on its own behalf or on behalf of a
      Lender or the L/C Issuer, shall be conclusive absent manifest
      error.

    


    (d) Evidence
      of Payments.
      As soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by the
      Borrower to a Governmental Authority, the Borrower shall deliver to the
      Administrative Agent the original or a certified copy of a receipt issued by
      such Governmental Authority evidencing such payment, a copy of the return
      reporting such payment or other evidence of such payment reasonably satisfactory
      to the Administrative Agent.

    


    (e) Status
      of Lenders.
      Any
      Foreign Lender that is entitled to an exemption from or reduction of withholding
      tax under the law of the jurisdiction in which the Borrower is resident for
      tax
      purposes, or any treaty to which such jurisdiction is a party, with respect
      to
      payments hereunder or under any other Loan Document shall deliver to the
      Borrower (with a copy to the Administrative Agent), at the time or times
      prescribed by applicable law or reasonably requested by the Borrower or the
      Administrative Agent, such properly completed and executed documentation
      prescribed by applicable law as will permit such payments to be made without
      withholding or at a reduced rate of withholding. In addition, any Lender, if
      requested by the Borrower or the Administrative Agent, shall deliver such other
      documentation prescribed by applicable law or reasonably requested by the
      Borrower or the Administrative Agent as will enable the Borrower or the
      Administrative Agent to determine whether or not such Lender is subject to
      backup withholding or information reporting requirements.

    


    Without
      limiting the generality of the foregoing, in the event that the Borrower is
      resident for tax purposes in the United States, any Foreign Lender shall deliver
      to the Borrower and the Administrative Agent (in such number of copies as shall
      be requested by the recipient) on or prior to the date on which such Foreign
      Lender becomes a Lender under this Agreement (and from time to time thereafter
      upon the request of the Borrower or the Administrative Agent, but only if such
      Foreign Lender is legally entitled to do so), whichever of the following is
      applicable:

    


    (i) duly
      completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
      for benefits of an income tax treaty to which the United States is a
      party,

    


    (ii) duly
      completed copies of Internal Revenue Service Form W-8ECI,

    


    (iii) in
      the
      case of a Foreign Lender claiming the benefits of the exemption for portfolio
      interest under section 881(c) of the Code, (x) a certificate to the effect
      that
      such Foreign Lender is not (A) a “bank” within the meaning of section
      881(c)(3)(A) of the


    
      
        
        

      

      
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    Code,
      (B)
      a “10 percent shareholder” of the Borrower within the meaning of section
      881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in
      section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal
      Revenue Service Form W-8BEN, or

    


    (iv) any
      other
      form prescribed by applicable law as a basis for claiming exemption from or
      a
      reduction in United States federal withholding tax duly completed together
      with
      such supplementary documentation as may be prescribed by applicable law to
      permit the Borrower to determine the withholding or deduction required to be
      made.

    


    (f) Treatment
      of Certain Refunds.
      If the
      Administrative Agent, any Lender or the L/C Issuer determines, in its sole
      discretion, that it has received a refund of any Taxes or Other Taxes as to
      which it has been indemnified by the Borrower or with respect to which the
      Borrower has paid additional amounts pursuant to this Section, it shall pay
      to
      the Borrower an amount equal to such refund (but only to the extent of indemnity
      payments made, or additional amounts paid, by the Borrower under this Section
      with respect to the Taxes or Other Taxes giving rise to such refund), net of
      all
      out-of-pocket expenses of the Administrative Agent, such Lender or the L/C
      Issuer, as the case may be, and without interest (other than any interest paid
      by the relevant Governmental Authority with respect to such refund),
provided
      that the
      Borrower, upon the request of the Administrative Agent, such Lender or the
      L/C
      Issuer, agrees to repay the amount paid over to the Borrower (plus any
      penalties, interest or other charges imposed by the relevant Governmental
      Authority) to the Administrative Agent, such Lender or the L/C Issuer in the
      event the Administrative Agent, such Lender or the L/C Issuer is required to
      repay such refund to such Governmental Authority. This subsection shall not
      be
      construed to require the Administrative Agent, any Lender or the L/C Issuer
      to
      make available its tax returns (or any other information relating to its taxes
      that it deems confidential) to the Borrower or any other Person.

     

    3.02 Illegality.
      If any
      Lender determines that any Law has made it unlawful, or that any Governmental
      Authority has asserted that it is unlawful, for any Lender or its applicable
      Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
      or charge interest rates based upon the Eurodollar Rate, or any Governmental
      Authority has imposed material restrictions on the authority of such Lender
      to
      purchase or sell, or to take deposits of, Dollars in the London interbank
      market, then, on notice thereof by such Lender to the Borrower through the
      Administrative Agent, any obligation of such Lender to make or continue
      Eurodollar Rate Loans or to convert Base Rate Revolving Loans to Eurodollar
      Rate
      Loans shall be suspended until such Lender notifies the Administrative Agent
      and
      the Borrower that the circumstances giving rise to such determination no longer
      exist. Upon receipt of such notice, the Borrower shall, upon demand from such
      Lender (with a copy to the Administrative Agent), prepay or, if applicable,
      convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either
      on
      the last day of the Interest Period therefor, if such Lender may lawfully
      continue to maintain such Eurodollar Rate Loans to such day, or immediately,
      if
      such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
      Upon any such prepayment or conversion, the Borrower shall also pay accrued
      interest on the amount so prepaid or converted.

     

    3.03 Inability
      to Determine Rates.
      If the
      Required Lenders determine that for any reason in connection with any request
      for a Eurodollar Rate Loan or a conversion to or continuation thereof that
      (a)
      Dollar deposits are not being offered to banks in the London


    
      
        
        

      

      
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    interbank
      eurodollar market for the applicable amount and Interest Period of such
      Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
      determining the Eurodollar Base Rate for any requested Interest Period with
      respect to a proposed Eurodollar Rate Loan , or (c) the Eurodollar Base Rate
      for
      any requested Interest Period with respect to a proposed Eurodollar Rate Loan
      does not adequately and fairly reflect the cost to such Lenders of funding
      such
      Loan, the Administrative Agent will promptly so notify the Borrower and each
      Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar
      Rate Loans shall be suspended until the Administrative Agent (upon the
      instruction of the Required Lenders) revokes such notice. Upon receipt of such
      notice, the Borrower may revoke any pending request for a Borrowing of,
      conversion to or continuation of Eurodollar Rate Loans or, failing that, will
      be
      deemed to have converted such request into a request for a Revolving Borrowing
      of Base Rate Loans in the amount specified therein.

     

    3.04 Increased
      Costs.
      

    


    (a) Increased
      Costs Generally.
      If any
      Change in Law shall:

    


    (i) impose,
      modify or deem applicable any reserve, special deposit, compulsory loan,
      insurance charge or similar requirement against assets of, deposits with or
      for
      the account of, or credit extended or participated in by, any Lender (except
      any
      reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer;


    


    (ii) subject
      any Lender or the L/C Issuer to any tax of any kind whatsoever with respect
      to
      this Agreement, any Letter of Credit, any participation in a Letter of Credit
      or
      any Eurodollar Rate Loan made by it, or change the basis of taxation of payments
      to such Lender or the L/C Issuer in respect thereof (except for Indemnified
      Taxes or Other Taxes covered by Section
      3.01
      and the
      imposition of, or any change in the rate of, any Excluded Tax payable by such
      Lender or the L/C Issuer); or

    


    (iii) impose
      on
      any Lender or the L/C Issuer or the London interbank market any other condition,
      cost or expense affecting this Agreement or Eurodollar Rate Loans made by such
      Lender or any Letter of Credit or participation therein;

    


    and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation
      to make any such Loan), or to increase the cost to such Lender or the L/C Issuer
      of participating in, issuing or maintaining any Letter of Credit (or of
      maintaining its obligation to participate in or to issue any Letter of Credit),
      or to reduce the amount of any sum received or receivable by such Lender or
      the
      L/C Issuer hereunder (whether of principal, interest or any other amount) then,
      upon request of such Lender or the L/C Issuer, the Borrower will pay to such
      Lender or the L/C Issuer, as the case may be, such additional amount or amounts
      as will compensate such Lender or the L/C Issuer, as the case may be, for such
      additional costs incurred or reduction suffered.

    


    (b) Capital
      Requirements.
      If any
      Lender or the L/C Issuer determines that any Change in Law affecting such Lender
      or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the
      L/C Issuer’s holding company, if any, regarding capital requirements has or
      would have the effect of reducing the rate of return on such Lender’s or the L/C
      Issuer’s capital


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    or
      on the
      capital of such Lender’s or the L/C Issuer’s holding company, if any, as a
      consequence of this Agreement, the Commitments of such Lender or the Loans
      made
      by, or participations in Letters of Credit held by, such Lender, or the Letters
      of Credit issued by the L/C Issuer, to a level below that which such Lender
      or
      the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have
      achieved but for such Change in Law (taking into consideration such Lender’s or
      the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s
      holding company with respect to capital adequacy), then from time to time the
      Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
      additional amount or amounts as will compensate such Lender or the L/C Issuer
      or
      such Lender’s or the L/C Issuer’s holding company for any such reduction
      suffered.

    


    (c) Certificates
      for Reimbursement.
      A
      certificate of a Lender or the L/C Issuer setting forth the amount or amounts
      necessary to compensate such Lender or the L/C Issuer or its holding company,
      as
      the case may be, as specified in subsection (a) or (b) of this Section and
      delivered to the Borrower shall be conclusive absent manifest error. The
      Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount
      shown as due on any such certificate within 10 days after receipt
      thereof.

    


    (d) Delay
      in Requests.
      Failure
      or delay on the part of any Lender or the L/C Issuer to demand compensation
      pursuant to the foregoing provisions of this Section shall not constitute a
      waiver of such Lender’s or the L/C Issuer’s right to demand such compensation,
provided
      that the
      Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant
      to the foregoing provisions of this Section for any increased costs incurred
      or
      reductions suffered more than nine months prior to the date that such Lender
      or
      the L/C Issuer, as the case may be, notifies the Borrower of the Change in
      Law
      giving rise to such increased costs or reductions and of such Lender’s or the
      L/C Issuer’s intention to claim compensation therefor (except that, if the
      Change in Law giving rise to such increased costs or reductions is retroactive,
      then the nine-month period referred to above shall be extended to include the
      period of retroactive effect thereof).

     

    3.05 Compensation
      for Losses.
      Upon
      demand of any Lender (with a copy to the Administrative Agent) from time to
      time, the Borrower shall promptly compensate such Lender for and hold such
      Lender harmless from any loss, cost or expense incurred by it as a result
      of:

    


    (a) any
      continuation, conversion, payment or prepayment of any Loan other than a Base
      Rate Loan on a day other than the last day of the Interest Period for such
      Loan
      (whether voluntary, mandatory, automatic, by reason of acceleration, or
      otherwise);

    


    (b) any
      failure by the Borrower (for a reason other than the failure of such Lender
      to
      make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
      Rate Loan on the date or in the amount notified by the Borrower; or

    


    (c) any
      assignment of a Eurodollar Rate Loan on a day other than the last day of the
      Interest Period therefor as a result of a request by the Borrower pursuant
      to
Section
      10.13;

    


    including
      any loss of anticipated profits and any loss or expense arising from the
      liquidation or reemployment of funds obtained by it to maintain such Loan or
      from fees payable to terminate


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    


    the
      deposits from which such funds were obtained. The Borrower shall also pay any
      customary administrative fees charged by such Lender in connection with the
      foregoing.

    


    For
      purposes of calculating amounts payable by the Borrower to the Lenders under
      this Section
      3.05,
      each
      Lender shall be deemed to have funded each Eurodollar Rate Loan made by it
      at
      the Eurodollar Rate for such Loan by a matching deposit or other borrowing
      in
      the London interbank eurodollar market for a comparable amount and for a
      comparable period, whether or not such Eurodollar Rate Loan was in fact so
      funded.

     

    3.06 Mitigation
      Obligations; Replacement of Lenders.
      

    


    (a) Designation
      of a Different Lending Office.
      If any
      Lender requests compensation under Section
      3.04,
      or the
      Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section
      3.01,
      or if
      any Lender gives a notice pursuant to Section
      3.02,
      then
      such Lender shall use reasonable efforts to designate a different Lending Office
      for funding or booking its Loans hereunder or to assign its rights and
      obligations hereunder to another of its offices, branches or affiliates, if,
      in
      the judgment of such Lender, such designation or assignment (i) would eliminate
      or reduce amounts payable pursuant to Section
      3.01
      or
3.04,
      as the
      case may be, in the future, or eliminate the need for the notice pursuant to
      Section
      3.02,
      as
      applicable, and (ii) in each case, would not subject such Lender to any
      unreimbursed cost or expense and would not otherwise be disadvantageous to
      such
      Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
      incurred by any Lender in connection with any such designation or
      assignment.

    


    (b) Replacement
      of Lenders.
      If any
      Lender requests compensation under Section
      3.04,
      or if
      the Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section
      3.01,
      the
      Borrower may replace such Lender in accordance with Section
      10.13.

     

    3.07 Survival.
      All of
      the Borrower’s obligations under this Article
      III
      shall
      survive termination of the Aggregate Commitments and repayment of all other
      Obligations hereunder.

     

    ARTICLE
      IV.

    CONDITIONS
      PRECEDENT TO CREDIT EXTENSIONS

     

    4.01 Conditions
      of Initial Credit Extension.
      The
      obligation of the L/C Issuer and each Lender to make its initial Credit
      Extension hereunder is subject to satisfaction of the following conditions
      precedent:

    


    (a) The
      Administrative Agent’s receipt of the following, each of which shall be
      originals or telecopies (followed promptly by originals) unless otherwise
      specified, each properly executed by a Responsible Officer of the signing Loan
      Party, each dated the Closing Date (or, in the case of certificates of
      governmental officials, a recent date before the Closing Date) and each in
      form
      and substance satisfactory to the Administrative Agent and each of the Lenders:
      


    
      
        
        

      

      
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    (i) executed
      counterparts of this Agreement, the Parent Guaranty, the Subsidiary Guaranty,
      and the Pledge Agreement sufficient in number for distribution to the
      Administrative Agent, each Lender and the Borrower;

    


    (ii) a
      Note
      executed by the Borrower in favor of each Lender requesting a Note;

    


    (iii) such
      certificates of resolutions or other action, incumbency certificates and/or
      other certificates of Responsible Officers of each Loan Party as the
      Administrative Agent may require evidencing the identity, authority and capacity
      of each Responsible Officer thereof authorized to act as a Responsible Officer
      in connection with this Agreement and the other Loan Documents to which such
      Loan Party is a party;

    


    (iv) such
      documents and certifications as the Administrative Agent may reasonably require
      to evidence that each Loan Party is duly organized or formed, and that each
      of
      the Borrower and the Guarantors is validly existing, in good standing and
      qualified to engage in business in each jurisdiction where its ownership, lease
      or operation of properties or the conduct of its business requires such
      qualification, except to the extent that failure to do so could not reasonably
      be expected to have a Material Adverse Effect, which such jurisdictions are
      set
      forth on Schedule
      4.01(a)(iv);

    


    (v) a
      favorable opinion of Scudder Law Firm, P.C., L.L.O., counsel to the Loan
      Parties, and applicable local counsel opinions, addressed to the Administrative
      Agent and each Lender, as to the matters set forth in Exhibit
      G
      and such
      other matters concerning the Loan Parties and the Loan Documents as the
      Administrative Agent or the Required Lenders may reasonably request;


    


    (vi) a
      certificate of a Responsible Officer of each Loan Party either (A) attaching
      copies of all consents, licenses and approvals required in connection with
      the
      execution, delivery and performance by such Loan Party and the validity against
      such Loan Party of the Loan Documents to which it is a party, and such consents,
      licenses and approvals shall be in full force and effect, or (B) stating that
      no
      such consents, licenses or approvals are so required;

    


    (vii) a
      certificate signed by a Responsible Officer of the Borrower certifying (A)
      that
      the conditions specified in Sections
      4.02(a)
      and
(b)
      have
      been satisfied; and (B) that there has been no event or circumstance since
      the
      date of the Audited Financial Statements, including without limitation any
      action, suit, investigation, or proceeding pending or, to the knowledge of
      the
      Borrower, threatened, in any court or before any arbitrator or Governmental
      Authority, that has had or could be reasonably expected to have, either
      individually or in the aggregate, a Material Adverse Effect;

    


    (viii) a
      duly
      completed Compliance Certificate as of the last day of the fiscal quarter of
      the
      Borrower ended on September 30, 2006, signed by a Responsible Officer of the
      Borrower;

    


    (ix) evidence
      that all insurance required to be maintained pursuant to the Loan Documents
      has
      been obtained and is in effect;


    
      
        
        

      

      
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    (x) evidence
      that (A) all of the indebtedness of Star (the “Star Debt”) guaranteed by the
      Borrower and the Guarantors in connection with the acquisition of Star by the
      Parent has been or concurrently with the Closing Date is being repaid in full,
      (B) any related documentation has been or concurrently with the Closing Date
      is
      being terminated, and (C) all Liens securing such obligations have been or
      concurrently with the Closing Date are being released; 

    


    (xi) delivery
      of documents and/or evidence of other actions as may be reasonably necessary
      under applicable law to perfect the Liens of the Administrative Agent under
      the
      Pledge Agreement as a first priority Lien in and to such Pledged Interests
      as
      the Administrative Agent may reasonably require, including the delivery by
      the
      Borrower of all certificates evidencing Pledged Interests, accompanied in each
      case by duly executed stock powers (or other appropriate transfer documents)
      in
      blank affixed thereto; 

    


    (xii) an
      initial Borrowing Base Certificate for the most recently ended fiscal quarter,
      provided
      that,
      for purposes of determining the Borrowing Base as of the Closing Date, so long
      as the release of the Liens associated with the Star Debt to be reflected in
      the
      public record or otherwise is in the process of being released or filed to
      the
      satisfaction of the Administrative Agent, the equipment associated with such
      Liens which would otherwise not be permitted to be included in such Borrowing
      Base shall be permitted to be included in the calculation of such Borrowing
      Base;

    


    (xiii) 
      Revolving Loan Notice in connection with any conversions or Borrowings as of
      the
      Closing Date;

    


    (xiv) copies
      of
      all documents governing or evidencing any Permitted Receivables Securitization,
      all as in effect as of the Closing Date, certified by the Secretary or Assistant
      Secretary of the Borrower to be true, correct and complete copies thereof;
      and


    


    (xv) such
      other assurances, certificates, documents, consents or opinions as the
      Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required
      Lenders reasonably may require.

    


    (b) Any
      fees
      required to be paid on or before the Closing Date shall have been
      paid.

    


    (c) Unless
      waived by the Administrative Agent, the Borrower shall have paid all fees,
      charges and disbursements of counsel to the Administrative Agent (directly
      to
      such counsel if requested by the Administrative Agent) to the extent invoiced
      prior to or on the Closing Date, plus such additional amounts of such fees,
      charges and disbursements as shall constitute its reasonable estimate of such
      fees, charges and disbursements incurred or to be incurred by it through the
      closing proceedings (provided that such estimate shall not thereafter preclude
      a
      final settling of accounts between the Borrower and the Administrative
      Agent).

    


    (d) The
      Closing Date shall have occurred on or before January 31, 2007.


    
      
        
        

      

      
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    Without
      limiting the generality of the provisions of Section
      9.04,
      for
      purposes of determining compliance with the conditions specified in this
Section
      4.01,
      each
      Lender that has signed this Agreement shall be deemed to have consented to,
      approved or accepted or to be satisfied with, each document or other matter
      required thereunder to be consented to or approved by or acceptable or
      satisfactory to a Lender unless the Administrative Agent shall have received
      notice from such Lender prior to the proposed Closing Date specifying its
      objection thereto. 

     

    4.02 Conditions
      to all Credit Extensions.
      The
      obligation of each Lender to honor any Request for Credit Extension (other
      than
      a Revolving Loan Notice requesting only a conversion of Revolving Loans to
      the
      other Type, or a continuation of Eurodollar Rate Loans) is subject to the
      following conditions precedent:

    


    (a) The
      representations and warranties of the Borrower and each other Loan Party
      contained in Article
      V
      or any
      other Loan Document, or which are contained in any document furnished at any
      time under or in connection herewith or therewith, shall be true and correct
      on
      and as of the date of such Credit Extension, except to the extent that such
      representations and warranties specifically refer to an earlier date, in which
      case they shall be true and correct as of such earlier date, and except that
      for
      purposes of this Section
      4.02,
      the
      representations and warranties contained in subsections (a) of Section
      5.06
      shall be
      deemed to refer to the most recent statements furnished pursuant to clauses
      (a)
      and (b), respectively, of Section
      6.01.

    


    (b) No
      Default shall exist, or would result from such proposed Credit Extension or
      from
      the application of the proceeds thereof.

    


    (c) The
      Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender
      shall have received a Request for Credit Extension in accordance with the
      requirements hereof.

    


    Each
      Request for Credit Extension (other than a Revolving Loan Notice requesting
      only
      a conversion of Revolving Loans to the other Type or a continuation of
      Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a
      representation and warranty that the conditions specified in Sections
      4.02(a)
      and
(b)
      have
      been satisfied on and as of the date of the applicable Credit
      Extension.

    


    ARTICLE
      IVA.

    SECURITY

    


    4A.01  Security.
      As
      security for the full and timely payment and performance of all Obligations,
      the
      Borrower shall, and shall cause all other Loan Parties to, on or before the
      Closing Date, do or cause to be done all things necessary in the opinion of
      the
      Administrative Agent and its counsel to grant to the Collateral Agent for the
      benefit of the Credit Secured Parties a duly perfected first priority security
      interest in all Collateral subject to no prior Lien or other encumbrance or
      restriction on transfer (other than restrictions on transfer imposed by
      applicable securities laws). 


    
      
        
        

      

      
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    4A.02  Pledged
      Stock.
      Without
      limiting the generality of Section
      4A.01,
      the
      Parent and each other Guarantor having rights in any Subsidiary Securities
      shall
      on the Closing Date deliver to the Collateral Agent, in form and substance
      satisfactory to the Administrative Agent and the Collateral Agent, (A) a Pledge
      Agreement which shall pledge to the Collateral Agent for the benefit of the
      Credit Secured Parties (i) 65% of the Voting Securities of each Direct Foreign
      Subsidiary (or if the Parent or any of its Subsidiaries shall own less than
      65%,
      then all of the Voting Securities owned by them) and 100% of the other
      Subsidiary Securities of such Direct Foreign Subsidiary, and (ii) all of the
      Subsidiary Securities of all Domestic Subsidiaries of the Parent, (B) if such
      Subsidiary Securities are in the form of certificated securities, such
      certificated securities, together with undated stock powers or other appropriate
      transfer documents endorsed in blank pertaining thereto, (C) if such Subsidiary
      Securities do not constitute securities and the Subsidiary has not elected
      to
      have such interests treated as securities under Article 8 of the Uniform
      Commercial Code, a control agreement sufficient to confer control (within the
      meaning of Section 9-106 of the Uniform Commercial Code), and (D) Uniform
      Commercial Code financing statements reflecting the Lien in favor of the
      Collateral Agent on such Subsidiary Securities, each in form and substance
      acceptable to the Administrative Agent and the Collateral Agent, and shall
      take
      such further action and deliver or cause to be delivered such further documents
      as required by the Security Instruments or otherwise as the Collateral Agent
      or
      the Administrative Agent may request to effect the transactions contemplated
      by
      this Article
      IV.A.
      The
      Borrower and the Parent shall, and shall cause each of their Subsidiaries to,
      pledge to the Collateral Agent for the benefit of the Credit Secured Parties
      (and as appropriate to reaffirm its prior pledge of) all of the Subsidiary
      Securities which may be issued or acquired after the Closing Date, and to
      deliver to the Collateral Agent all of the documents and instruments in
      connection therewith as are required pursuant to the terms of Section
      6.20
      and of
      the Security Instruments.

    


    4A.03. 
      Further Assurances.
      At the
      request of the Administrative Agent or the Collateral Agent, the Borrower will
      or will cause all other Loan Parties, as the case may be, to execute, by its
      duly authorized officers, alone or with the Administrative Agent or the
      Collateral Agent, any certificate, instrument, financing statement, control
      agreement, statement or document, or to procure any such certificate,
      instrument, statement or document, or to take such other action (and pay all
      connected costs) which the Administrative Agent or the Collateral Agent
      reasonably deems necessary from time to time to create, continue or preserve
      the
      Liens in Collateral (and the perfection and priority thereof) of the Collateral
      Agent contemplated hereby and by the other Loan Documents and specifically
      including all Subsidiary Securities and all other Collateral acquired by the
      Borrower or other Loan Party after the Closing Date. The Collateral Agent is
      hereby irrevocably authorized to execute and file or cause to be filed, with
      or
      if permitted by applicable law without the signature of the Borrower or any
      Loan
      Party appearing thereon, all Uniform Commercial Code financing statements
      reflecting the Borrower or any other Loan Party as “debtor” and the Collateral
      Agent as “secured party”, and continuations thereof and amendments thereto, as
      the Administrative Agent or the Collateral Agent reasonably deems necessary
      or
      advisable to give effect to the transactions contemplated hereby and by the
      other Loan Documents.

    


    4A.04. 
      Information Regarding Collateral.
      The
      Borrower represents, warrants and covenants that (i) the chief


    
      
        
        

      

      
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    executive
      office of the Borrower and each other Loan Party (each, a “Grantor”)
      at the
      Closing Date is located at the address or addresses specified on Schedule
      4A.04,
      and
      (ii) Schedule
      4A.04
      contains
      a true and complete list of (a) the exact legal name, jurisdiction of formation,
      and address of each Grantor, (b) the exact legal name, jurisdiction of
      formation, and each location of the chief executive office of each Grantor
      at
      any time since December 1, 1999, and (c) each trade name, trademark or other
      trade style used by any Grantor since January 1, 2004 and the purposes for
      which
      it was used. Borrower shall not change, and shall not permit any other Grantor
      to change, its name, jurisdiction of formation (whether by reincorporation,
      merger or otherwise), the location of its chief executive office, or use or
      permit any other Grantor to use, any additional trade name, trademark or other
      trade style, except upon giving not less than thirty (30) days’ prior written
      notice to the Administrative Agent and the Collateral Agent and taking or
      causing to be taken all such action at Borrower’s or such other Grantor’s
      expense as may be reasonably requested by the Administrative Agent or the
      Collateral Agent to perfect or maintain the perfection of the Lien of the
      Collateral Agent in Collateral.

    


    4A.05 
      Collateral Agent.
      Each
      Lender from time to time party hereto, the Administrative Agent, the Borrower
      and the Parent hereby irrevocably consents to the service by Bank of America
      in
      the capacity of Collateral Agent.

     

    ARTICLE
      V.

    REPRESENTATIONS
      AND WARRANTIES

    


    The
      Borrower represents and warrants with respect to itself and to its Subsidiaries
      and each other Loan Party, and the Parent represents and warrants with respect
      to itself and to its Subsidiaries (which representations and warranties shall
      survive the delivery of the documents mentioned herein and the making of Loans
      and issuing of Letters of Credit), that:

     

    5.01 Organization
      and Authority.
      

    


    (a) The
      Borrower, the Parent and each of their Subsidiaries and each other Loan Party
      is
      a corporation, limited liability company or partnership, as the case may
      be,
      duly
      organized and validly existing under the laws of the jurisdiction of its
      formation;

    


    (b) The
      Borrower, the Parent and each of their Subsidiaries and each other Loan Party
      (x) has the requisite power and authority to own its properties and assets
      and
      to carry on its business as now being conducted and as contemplated in the
      Loan
      Documents, and (y) is qualified to do business in every jurisdiction in which
      failure so to qualify could have a Material Adverse Effect,

    


    (c) The
      Borrower has the power and authority to execute, deliver and perform this
      Agreement and the Notes, and to borrow hereunder, and to execute, deliver and
      perform each of the other Loan Documents to which it is a party;

    


    (d) Each
      Loan
      Party (other than the Borrower) has the power and authority to execute, deliver
      and perform the Parent Guaranty (in the case of the Parent), Subsidiary Guaranty
      (in the case of any Subsidiary) and each of the other Loan Documents to which
      it
      is a party; and


    
      
        
        

      

      
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    (e) When
      executed and delivered, each of the Loan Documents to which any Loan Party
      is a
      party will be the legal, valid and binding obligation or agreement, as the
      case
      may be, of such Loan Party, enforceable against such Loan Party in accordance
      with its terms, subject to the effect of any applicable bankruptcy, moratorium,
      insolvency, reorganization or other similar law affecting the enforceability
      of
      creditors’ rights generally and to the effect of general principles of equity
      (whether considered in a proceeding at law or in equity).

    


    5.02 Loan
      Documents.
      The
      execution, delivery and performance by each Loan Party of each of the Loan
      Documents to which it is a party:

    


    (a) have
      been
      duly authorized by all requisite Organizational Action of such Loan Party
      required for the lawful execution, delivery and performance
      thereof;

    


    (b) do
      not
      violate any provisions of (i) any applicable law, rule or regulation, (ii)
      any
      judgment, writ, order, determination, decree or arbitral award of any
      Governmental Authority or arbitral authority binding on such Loan Party or
      its
      properties, or (iii) the Organizational Documents of such Loan
      Party;

    


    (c) does
      not
      and will not be in conflict with, result in a breach of or constitute an event
      of default, or an event which, with notice or lapse of time or both, would
      constitute an event of default, under any contract, indenture, agreement or
      other instrument or document to which such Loan Party is a party, or by which
      the properties or assets of such Loan Party are bound; and

    


    (d) does
      not
      and will not result in the creation or imposition of any Lien upon any of the
      properties or assets of such Loan Party or any Subsidiary of the Borrower or
      the
      Parent except any Liens in favor of the Credit Secured Parties created by the
      Security Instruments.

    


    5.03 Solvency.
      Each
      Loan Party is Solvent after giving effect to the transactions contemplated
      by
      the Loan Documents.

     

    5.04 Subsidiaries
      and Stockholders.
      The
      Borrower and the Parent have no Subsidiaries other than those Persons listed
      as
      Subsidiaries thereof in Schedule
      5.04
      and
      additional Subsidiaries created or acquired after the Closing Date in compliance
      with Section
      6.20;
      Schedule
      5.04
      states
      as of the date hereof the organizational form of each entity, the authorized
      and
      issued capitalization of each Subsidiary listed thereon, the number of shares
      or
      other equity interests of each class of capital stock or interest issued and
      outstanding of each such Subsidiary and the number and/or percentage of
      outstanding shares or other equity interest (including options, warrants and
      other rights to acquire any interest) of each such class of capital stock or
      other equity interest owned by the Parent, the Borrower or by any such
      Subsidiary thereof; the outstanding shares or other equity interests of each
      such Subsidiary have been duly authorized and validly issued and are fully
      paid
      and nonassessable; and the Borrower, the Parent and each such Subsidiary owns
      beneficially and of record all the shares and other interests it is listed
      as
      owning in Schedule
      5.04,
      free
      and clear of any Lien except for Liens in favor of the Collateral Agent, for
      the
      benefit of the Credit Secured Parties. Each Subsidiary of the
      Parent


    
      
        
        

      

      
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    (other
      than the Borrower, CVTI and Volunteer Insurance Limited) existing as of the
      Closing Date has entered into a Subsidiary Guaranty delivered on the Closing
      Date.

     

    5.05 Ownership
      Interests.
      Neither
      the Borrower nor the Parent owns an interest in any Person other than the
      Persons listed in Schedule
      5.04,
      equity
      investments in Persons not constituting Subsidiaries permitted under
Section
      7.06
      and
      additional Subsidiaries created or acquired after the Closing Date in compliance
      with Section
      6.20.

     

    5.06 Financial
      Condition; No Internal Control Event.
      

    


    (a) The
      Parent has heretofore furnished to each Lender the Audited Financial Statements
      as examined and certified by KPMG LLP and unaudited consolidated and
      consolidating interim financial statements of the Parent and its Subsidiaries
      consisting of a consolidated and consolidating balance sheets and related
      consolidated statements of income, stockholders’ equity and cash flows, in each
      case without notes, for and as of the end of the  nine
      (9)
      month period ending September 30, 2006. Except as set forth therein, such
      financial statements (including the notes thereto) present fairly the financial
      condition of the Parent and its Subsidiaries as of the end of such Fiscal Year
      and nine (9) month period and results of their operations and the changes in
      its
      stockholders’ equity for the Fiscal Year and interim period then ended, all in
      conformity with GAAP, subject however, in the case of unaudited interim
      statements to year end audit adjustments;

    


    (b) since
      the
      later of (i) the date of the Audited Financial Statements delivered pursuant
      to
Section
      5.06(a)
      hereof
      or (ii) the date of the audited financial statements most recently delivered
      pursuant to Section
      6.01(a)
      hereof,
      there has not occurred any event, condition or circumstance including but not
      limited to any fire, explosion, earthquake, accident, strike, lockout,
      combination of workers, flood, embargo or act of God which has had or could
      reasonably be expected to have a Material Adverse Effect; 

    


    (c) except
      as
      set forth in the financial statements referred to in Section
      5.06(a)
      or in
Schedule
      5.06
      or
      permitted by Section
      7.04,
      neither
      the Parent nor any Subsidiary of the Parent has incurred, other than in the
      ordinary course of business, (i) any material Indebtedness or Contingent
      Obligation which remains outstanding or unsatisfied, or (ii) any other
      commitment or liability which remains outstanding or unsatisfied which has
      had
      or could reasonably be expected to have a Material Adverse Effect;
      and

    


    (d) To
      the
      best knowledge of each of the Parent and the Borrower, no Internal Control
      Event
      exists or has occurred since the date of the Audited Financial Statements that
      has resulted in or could reasonably be expected to result in a misstatement
      in
      any material respect, in any financial information delivered or to be delivered
      to the Administrative Agent or the Lenders, of (i) covenant compliance
      calculations provided hereunder or (ii) the assets, liabilities, financial
      condition or results of operations of the Parent and its Subsidiaries on a
      consolidated basis.

     

    5.07 Title
      to Properties.
      The
      Borrower, the Parent and each of their Subsidiaries and each other Loan Party
      has good and marketable title to all its real and personal properties,
      subject


    
      
        
        

      

      
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    to
      no
      transfer restrictions or Liens of any kind, except for the transfer restrictions
      and Liens described in Schedule
      5.07
      and
      Liens permitted by Section
      7.03.

     

    5.08 Taxes.
      Except
      as set forth in Schedule
      5.08,
      the
      Borrower, the Parent and each of their Subsidiaries has filed or caused to
      be
      filed all federal, state and local tax returns which are required to be filed
      by
      it and, except for taxes and assessments being contested in good faith by
      appropriate proceedings diligently conducted and against which reserves
      reflected in the financial statements described in Section
      5.06(a)
      or
Sections
      6.01(a)
      or
(b)
      and
      satisfactory to the Borrower’s independent certified public accountants have
      been established, have paid or caused to be paid all taxes as shown on said
      returns or on any assessment received by it, to the extent that such taxes
      have
      become due.

     

    5.09 Other
      Agreements.
      No Loan
      Party nor any Subsidiary thereof is

    


    (a) a
      party
      to or subject to any judgment, order, decree, agreement, lease or instrument,
      or
      subject to other restrictions, which individually or in the aggregate could
      reasonably be expected to have a Material Adverse Effect; or

    


    (b) in
      default in the performance, observance or fulfillment of any of the obligations,
      covenants or conditions contained in any agreement or instrument to which such
      Loan Party or any Subsidiary thereof is a party, which default has, or if not
      remedied within any applicable grace period could reasonably be likely to have,
      a Material Adverse Effect.

    


    5.10 Litigation.
      Except
      as set forth in Schedule
      5.10,
      there
      is no action, suit, investigation or proceeding at law or in equity or by or
      before any governmental instrumentality or agency or arbitral body pending,
      or,
      to the knowledge of the Borrower or the Parent, threatened by or against the
      Borrower or the Parent or any of their Subsidiaries or any other Loan Party
      or
      affecting the Borrower or the Parent or any of their Subsidiaries or any other
      Loan Party or any properties or rights of the Borrower or the Parent or any
      of
      their Subsidiaries or any other Loan Party, which could reasonably be likely
      to
      have a Material Adverse Effect.

     

    5.11 Margin
      Stock.
      The
      proceeds of the borrowings made hereunder will be used by the Borrower only
      for
      the purposes expressly authorized herein. None of such proceeds will be used,
      directly or indirectly, for the purpose of purchasing or carrying any margin
      stock or for the purpose of reducing or retiring any Indebtedness which was
      originally incurred to purchase or carry margin stock (other than shares of
      common stock of the Parent to be purchased by the Parent in connection with
      a
      Permitted Share Repurchase, provided that all such Permitted Share Repurchases
      have been (to the extent consummated prior to the date hereof) and will be
      consummated, and the shares of stock so purchased have been (to the extent
      acquired prior to the date hereof) and will be retired, or limited in amount,
      as
      shall be necessary for compliance with Regulation U (12 CFR Part 221) as the
      same may be applicable to Permitted Share Repurchases from time to time), or
      for
      any other purpose which violates or which would be inconsistent with Regulation
      U (12 CFR Part 221) or Regulation X (12 CFR Part 224) of the FRB. Neither the
      Borrower, the Parent, nor any agent acting in their behalf has taken or will
      take any action which might cause this Agreement or any of the documents or
      instruments delivered pursuant hereto or any use of proceeds of Loans to violate
      any regulation of the FRB or to violate any Securities Laws, in each case as
      in
      effect on the date hereof.


    
      
        
        

      

      
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    5.12 Regulated
      Company.
      No Loan
      Party is an “investment company,” or an “affiliated person” of, or “promoter” or
“principal underwriter” for, an “investment company”, as such terms are defined
      in the Investment Company Act of 1940, as amended (15 U.S.C. § 80a-1, et seq.).
      The application of the proceeds of the Loans and repayment thereof by the
      Borrower and the performance by the Borrower and the other Loan Parties of
      the
      transactions contemplated by the Loan Documents will not violate any provision
      of said Act, or any rule, regulation or order issued by the SEC thereunder,
      in
      each case as in effect on the date hereof.

     

    5.13 Patents,
      Etc. The
      Borrower and each other Loan Party owns or has the right to use, under valid
      license agreements or otherwise, all material patents, licenses, franchises,
      trademarks, trademark rights, trade names, trade name rights, trade secrets,
      copyrights and know-how necessary to or used in the conduct of its businesses
      as
      now conducted and as contemplated by the Loan Documents, without known conflict
      with any patent, license, franchise, trademark, trade secret, trade name,
      copyright, other proprietary right of any other Person; all the foregoing which
      is not owned by the Borrower or such Loan Party is licensed thereto by CIP
      pursuant to a Licensing Agreement.

     

    5.14 No
      Untrue Statement.
      Neither
      this Agreement nor any other Loan Document or certificate or document executed
      and delivered by or on behalf of the Borrower or any other Loan Party in
      accordance with or pursuant to any Loan Document contains any misrepresentation
      or untrue statement of material fact or omits to state a material fact
      necessary, in light of the circumstance under which it was made, in order to
      make any such warranty, representation or statement contained therein not
      misleading.

     

    5.15 No
      Consents, Etc.
      Neither
      the respective businesses or properties of the Loan Parties or any Subsidiary
      thereof, nor any relationship among the Loan Parties or any Subsidiary thereof
      and any other Person, nor any circumstance in connection with the execution,
      delivery and performance of the Loan Documents and the transactions contemplated
      thereby, is such as to require a consent, approval or authorization of, or
      filing, registration or qualification with, any Governmental Authority or any
      other Person on the part of any Loan Party as a condition to the execution,
      delivery and performance of, or consummation of the transactions contemplated
      by
      the Loan Documents, which, if not obtained or effected, would be reasonably
      likely to have a Material Adverse Effect, or if so, such consent, approval,
      authorization, filing, registration or qualification has been duly obtained
      or
      effected, as the case may be.

     

    5.16 Employee
      Benefit Plans.
      

    


    (a) The
      Borrower, the Parent and each ERISA Affiliate are in compliance with all
      applicable provisions of ERISA and the regulations and published interpretations
      thereunder and in compliance with all Foreign Benefit Laws with respect to
      all
      Employee Benefit Plans except for any required amendments for which the remedial
      amendment period as defined in Section 401(b) of the Code has not yet expired.
      Each Employee Benefit Plan that is intended to be qualified under Section 401(a)
      of the Code has been determined or the Borrower or the Parent or their
      Subsidiaries is in the process of obtaining a determination by the IRS to be
      so
      qualified, each trust related to such plan has been determined to be exempt
      under Section 501(a) of the Code, and each Employee Benefit Plan subject to
      any
      Foreign Benefit Law has received the required approvals by any Governmental
      Authority regulating such Employee Benefit Plan. No


    
      
        
        

      

      
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    material
      liability has been incurred by the Borrower or the Parent or any ERISA Affiliate
      which remains unsatisfied for any taxes or penalties with respect to any
      Employee Benefit Plan or any Multiemployer Plan;

    


    (b) Neither
      the Borrower, the Parent nor any ERISA Affiliate has (i) engaged in a nonexempt
      prohibited transaction described in Section 4975 of the Code or Section 406
      of
      ERISA affecting any of the Employee Benefit Plans or the trusts created
      thereunder which could subject any such Employee Benefit Plan or trust to a
      material tax or penalty on prohibited transactions imposed under Internal
      Revenue Code Section 4975 or ERISA, (ii) incurred any accumulated funding
      deficiency with respect to any Employee Benefit Plan, whether or not waived,
      or
      any other liability to the PBGC which remains outstanding other than the payment
      of premiums and there are no premium payments which are due and unpaid, (iii)
      failed to make a required contribution or payment to a Multiemployer Plan,
      (iv)
      failed to make a required installment or other required payment under Section
      412 of the Code, Section 302 of ERISA or the terms of such Employee Benefit
      Plan, or (v) failed to make a required contribution or payment, or otherwise
      failed to operate in compliance with any Foreign Benefit Law regulating any
      Employee Benefit Plan;

    


    (c) No
      Termination Event has occurred or is reasonably expected to occur with respect
      to any Pension Plan or Multiemployer Plan, and neither the Borrower, the Parent,
      nor any ERISA Affiliate has incurred any unpaid withdrawal liability with
      respect to any Multiemployer Plan;

    


    (d) The
      present value of all vested accrued benefits under each Employee Benefit Plan
      which is subject to Title IV of ERISA, or the funding of which is regulated
      by
      any Foreign Benefit Law did not, as of the most recent valuation date for each
      such plan, exceed the then current value of the assets of such Employee Benefit
      Plan allocable to such benefits;

    


    (e) To
      the
      best of the Borrower’s and the Parent’s knowledge, each Employee Benefit Plan
      which is subject to Title IV of ERISA or the funding of which is regulated
      by
      any Foreign Benefit Law, maintained by the Borrower or the Parent or any ERISA
      Affiliate, has been administered in accordance with its terms in all material
      respects and is in compliance in all material respects with all applicable
      requirements of ERISA, applicable Foreign Benefit Law and other applicable
      laws,
      regulations and rules;

    


    (f) The
      consummation of the Loans provided for herein will not involve any prohibited
      transaction under ERISA which is not subject to a statutory or administrative
      exemption; and

    


    (g) No
      material proceeding, claim, lawsuit and/or investigation exists or, to the
      best
      knowledge of the Borrower after due inquiry, is threatened concerning or
      involving any Employee Benefit Plan.

    


    5.17 No
      Default.
      As of
      the date hereof, there does not exist any Default or Event of Default
      hereunder.


    
      
        
        

      

      
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    5.18 Environmental
      Laws.
      The
      Borrower, the Parent, and each of their Subsidiaries is in compliance with
      all
      applicable Environmental Laws and has been issued and currently maintains all
      required federal, state and local permits, licenses, certificates and approvals
      except for any non-compliance that could not reasonably be expected to cause
      any
      Material Adverse Effect. Except as would not reasonably be expected to cause
      any
      Material Adverse Effect, neither the Borrower, the Parent, nor any of their
      Subsidiaries has been notified of any pending or threatened action, suit,
      proceeding or investigation, and neither the Borrower, the Parent, nor any
      of
      their Subsidiaries is aware of any fact or facts, which (a) call into question,
      or could reasonably be expected to call into question, compliance by the
      Borrower, the Parent, or any of their Subsidiaries with any Environmental Laws,
      (b) could reasonably be expected to form the basis of a meritorious proceeding,
      to suspend, revoke or terminate any license, permit or approval necessary for
      the operation of the Borrower’s, the Parent’s, or any of their Subsidiaries’
business or facilities or for the generation, handling, storage, treatment
      or
      disposal of any Hazardous Materials, or (c) could reasonably be expected to
      form
      the basis of a meritorious proceeding to cause any property of the Borrower,
      the
      Parent, or any of their Subsidiaries or other Loan Party to be subject to any
      restrictions on ownership, use, occupancy or transferability under any
      Environmental Law.

     

    5.19 Employment
      Matters.
      

    


    (a) None
      of
      the employees of the Borrower, the Parent, or any of their Subsidiaries is
      subject to any collective bargaining agreement and there are no strikes, work
      stoppages, election or decertification petitions or proceedings, unfair labor
      charges, equal opportunity proceedings, or other material labor/employee related
      controversies or proceedings pending or, to the best knowledge of the Borrower
      or the Parent, threatened against the Borrower, the Parent, or any of their
      Subsidiaries or between the Borrower, the Parent, or any of their Subsidiaries
      and any of its employees, other than such matters, but excluding any matters
      concerning collective bargaining agreements, which could not reasonably be
      expected, individually or in the aggregate, to have a Material Adverse
      Effect.

    


    (b) Except
      to
      the extent a failure to maintain compliance would not have a Material Adverse
      Effect, the Borrower, the Parent and each of their Subsidiaries is in compliance
      in all respects with all applicable laws, rules and regulations pertaining
      to
      labor or employment matters, including without limitation those pertaining
      to
      wages, hours, occupational safety and taxation and there is neither pending
      or
      threatened any litigation, administrative proceeding nor, to the knowledge
      of
      the Borrower and the Parent, any investigation, in respect of such matters
      which, if decided adversely, could reasonably be likely, individually or in
      the
      aggregate, to have a Material Adverse Effect.

    


    ARTICLE
      VI.

    AFFIRMATIVE
      COVENANTS

    


    So
      long
      as any Lender shall have any Commitment hereunder, any Loan or other Obligation
      hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
      remain outstanding, the Borrower and the Parent, as applicable, will, and where
      applicable will cause each of their Subsidiaries:


    
      
        
        

      

      
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    6.01 Financial
      Reports, Etc. 

    


    (a)
       As
      soon
      as practical and in any event within 90 days after the end of each Fiscal Year
      of the Parent, deliver or cause to be delivered to the Administrative Agent
      and
      each Lender (i) consolidated and consolidating balance sheets of the Parent
      and
      its Subsidiaries as at the end of such Fiscal Year, and the notes thereto,
      and
      the related consolidated and consolidating statements of income, stockholders’
equity and cash flows, and the respective notes thereto, for such Fiscal Year,
      setting forth (other than for consolidating statements) comparative financial
      statements for the preceding Fiscal Year, all prepared in accordance with GAAP
      and containing, (A) with respect to the consolidated financial statements,
      opinions of KPMG LLP, or other such Registered Public Accounting Firm selected
      by the Parent and meeting the requirements set forth in Section
      7.18,
      as to
      whether such financial statements are free of material misstatement and which
      are unqualified as to the scope of the audit performed, the absence of material
      misstatement, and as to the “going concern” status of the Parent and without any
      exception not acceptable to the Required Lenders, and (B) for so long as the
      Parent shall be required to file the same with the SEC, an opinion of KPMG
      LLP,
      or other such Registered Public Accounting Firm selected by the Parent and
      meeting the requirements set forth in Section
      7.18,
      independently assessing the Parent’s internal controls over financial reporting
      in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard
      No.
      2, and Section 404 of Sarbanes-Oxley expressing a conclusion that contains
      no
      statement that there is a material weakness in such internal controls, except
      for such material weaknesses as to which the Required Lenders do not object,
      and
      (ii) a certificate of a Responsible Officer demonstrating compliance with
Sections
      7.01(a)
      through
7.01(c)
      and
7.08,
      which
      certificate shall be in the form of Exhibit
      D;
      

    


    (b) as
      soon
      as practical and in any event within 45 days after the end of each fiscal
      quarter (except the last fiscal quarter of the Fiscal Year), deliver to the
      Administrative Agent and each Lender (i) consolidated and consolidating balance
      sheets of the Parent and its Subsidiaries as at the end of such fiscal quarter,
      and the related consolidated and consolidating statements of income,
      stockholders’ equity and cash flows for such fiscal quarter and for the period
      from the beginning of the then current Fiscal Year through the end of such
      reporting period, and accompanied by a certificate of a Responsible Officer
      to
      the effect that such financial statements present fairly the financial position
      of the Parent and its Subsidiaries as of the end of such fiscal period and
      the
      results of their operations and the changes in their financial position for
      such
      fiscal period, in conformity with the standards set forth in Section
      5.06(a)
      with
      respect to interim financial statements, and (ii) a certificate of a Responsible
      Officer containing computations for such quarter comparable to that required
      pursuant to Section
      6.01(a)(ii);

    


    (c) together
      with each delivery of the financial statements required by Section
      6.01(a)(i),
      deliver
      to the Administrative Agent and each Lender a letter from the Parent’s
      accountants specified in Section
      6.01(a)(i)
      stating
      that in performing the audit necessary to render an opinion on the financial
      statements delivered under Section
      6.01(a)(i),
      they
      obtained no knowledge of any Default or Event of Default by the Borrower or
      the
      Parent in the fulfillment of the terms and provisions of this Agreement insofar
      as they relate to financial matters (which at the date of such statement remains
      uncured); or if the accountants have obtained knowledge of such Default or
      Event
      of Default, a statement specifying the nature and period of existence
      thereof;


    
      
        
        

      

      
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    (d) promptly
      upon their becoming available to the Parent, the Parent shall deliver to the
      Administrative Agent and each Lender a copy of (i) all regular or special
      reports or effective registration statements which the Parent or any of its
      Subsidiaries shall file with the SEC, (ii) any proxy statement distributed
      by
      the Parent or any of its Subsidiaries to its shareholders, bondholders or the
      financial community in general, and (iii) any management letter or other report
      submitted to the Parent, the Borrower or any of their Subsidiaries by
      independent accountants in connection with any annual, interim or special audit
      of the Borrower or any of its Subsidiaries; 

    


    (e) as
      soon
      as practical and in any event within forty-five (45) days after the end of
      each
      fiscal quarter, the Borrower shall deliver to the Administrative Agent and
      each
      Lender a Borrowing Base Certificate in the form of Exhibit
      I;

    


    (f) together
      with each delivery of the financial statements required by Section
      6.01(a)
      and
(b),
      an
      unaudited balance sheet for each of CVTI and Volunteer Insurance Limited as
      of
      the end of the fiscal period included in such financial statements and the
      related unaudited statements of income, stockholders’ equity and cash flows for
      each of CVTI and Volunteer Insurance Limited for such period, together with
      consolidating statements or other reconciliations reflecting all eliminations
      or
      adjustments necessary to reconcile such financial statements to the consolidated
      financial statements of the Parent and its Subsidiaries; and

    


    (g) promptly,
      from time to time, deliver or cause to be delivered to the Administrative Agent
      and each Lender (i) notice of any material changes in accounting or financial
      reporting practices, and (ii) such other information regarding the Parent’s, the
      Borrower’s, or any Subsidiary’s operations, business affairs and financial
      condition as the Administrative Agent or such Lender may reasonably
      request.

    


    The
      Administrative Agent and the Lenders are hereby authorized to deliver a copy
      of
      any such financial or other information delivered hereunder to the Lenders
      (or
      any Affiliate of any Lender) or to the Administrative Agent, to any Governmental
      Authority having jurisdiction over the Administrative Agent or any of the
      Lenders pursuant to any written request therefor or in the ordinary course
      of
      examination of loan files, or to any other Person who shall acquire or consider
      the assignment of, or acquisition of any participation interest in, any
      Obligation permitted by this Agreement.

    


    Documents
      required to be delivered pursuant to Section
      6.01(a),
      (b)
      or
(d)
      (to the
      extent any such documents are included in materials otherwise filed with the
      SEC) may be delivered electronically and if so delivered, shall be deemed to
      have been delivered on the date (i) on which the Borrower posts such documents,
      or provides a link thereto on the Borrower’s website on the Internet at the
      website address, www.covenanttransport.com; or (ii) on which such documents
      are
      posted on the Borrower’s behalf on IntraLinks, or another Internet or intranet
      website, if any, to which each Lender and the Administrative Agent have access
      (whether a commercial, third-party website or whether sponsored by the
      Administrative Agent); provided that: (i) the Borrower shall deliver paper
      copies of such documents to the Administrative Agent or any Lender that requests
      the Borrower to deliver such paper copies until a written request to cease
      delivering paper copies is given by the Administrative Agent or such Lender
      and
      (ii) the


    
      
        
        

      

      
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    Borrower
      shall notify the Administrative Agent and each Lender (by telecopier or
      electronic mail) of the posting of any such documents and provide to the Agent
      by electronic mail electronic versions (i.e., soft copies) of such documents.
      Notwithstanding anything contained herein, in every instance the Borrower shall
      be required to provide paper copies of the Borrowing Base Certificates required
      by Section
      6.01(e)
      to the
      Administrative Agent. Except for such Borrowing Base Certificates, the
      Administrative Agent shall have no obligation to request the delivery or to
      maintain copies of the documents referred to above, and in any event shall
      have
      no responsibility to monitor compliance by the Borrower with any such request
      for delivery, and each Lender shall be solely responsible for requesting
      delivery to it or maintaining its copies of such documents.

    


    The
      Borrower hereby acknowledges that (a) the Administrative Agent and/or the
      Arranger will make available to the Lenders and the L/C Issuer materials and/or
      information provided by or on behalf of the Borrower hereunder (collectively,
      “Borrower
      Materials”)
      by
      posting the Borrower Materials on IntraLinks or another similar electronic
      system (the “Platform”)
      and
      (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do
      not wish to receive material non-public information with respect to the Borrower
      or its securities) (each, a “Public
      Lender”).
      The
      Borrower hereby agrees that (w) all Borrower Materials that are to be made
      available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
      on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the
      Borrower shall be deemed to have authorized the Administrative Agent, the L/C
      Issuer and the Lenders to treat such Borrower Materials as either publicly
      available information or not material information (although it may be sensitive
      and proprietary) with respect to the Borrower or its securities for purposes
      of
      United States federal and state securities laws; (y) all Borrower Materials
      marked “PUBLIC” are permitted to be made available through a portion of the
      Platform designated “Public Investor”; and (z) the Administrative Agent shall be
      entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
      suitable only for posting on a portion of the Platform not designated “Public
      Investor.”

    


    6.02 Maintain
      Properties.
      Maintain all properties necessary to its operations in good working order and
      condition, make all needed repairs, replacements and renewals to such
      properties, and maintain free from Liens, all trademarks, trade names, patents,
      copyrights, trade secrets, know-how, and other intellectual property and
      proprietary information (or adequate licenses thereto), in each case as are
      reasonably necessary to conduct its business as currently conducted or as
      contemplated hereby, all in accordance with customary and prudent business
      practices.

     

    6.03 Existence,
      Qualification, Etc.
      Except
      as otherwise expressly permitted under Section
      7.07,
      do or
      cause to be done all things necessary to preserve and keep in full force and
      effect its existence and all material rights and franchises, and maintain its
      license or qualification to do business as a foreign corporation and good
      standing in each jurisdiction in which its ownership or lease of property or
      the
      nature of its business makes such license or qualification necessary except
      where the failure to so qualify would not have a Material Adverse
      Effect.

     

    6.04 Taxes.
      Pay all
      taxes, assessments, governmental charges, claims for labor, supplies, rent
      and
      any other obligation which, if unpaid, would become a Lien against any of
      its


    
      
        
        

      

      
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    properties,
      except liabilities being contested in good faith by appropriate proceedings
      diligently conducted provided that (i) adequate reserves with respect thereto
      are maintained on the books of the applicable Person in accordance with GAAP
      and
      (ii) any Lien arising in connection with any such contest shall be permitted
      to
      exist to the extent provided in Section
      7.03.

     

    6.05 Insurance.
      (a)
      Keep all of its insurable properties adequately insured at all times with
      responsible insurance carriers against loss or damage by fire and other hazards
      to the extent and in the manner as are customarily insured against by similar
      businesses owning such properties similarly situated, (b) maintain general
      public liability insurance at all times with responsible insurance carriers
      against liability on account of damage to persons and property and (c) maintain
      insurance under all applicable workers’ compensation laws (or in the
      alternative, maintain required reserves if self-insured for workers’
compensation purposes) and
      against loss by reason of business interruption, such policies of insurance
      to
      have such limits, deductibles, exclusions, co-insurance and other provisions
      reasonably deemed adequate by the Parent and to be in form reasonably
      satisfactory to the Administrative Agent. Each of the policies of insurance
      described in this Section
      6.05
      shall
      provide that the insurer shall give the Administrative Agent not less than
      thirty (30) days’ prior written notice before any such policy shall terminate or
      be terminated, lapse or be altered in any manner.

     

    6.06 True
      Books.
      Keep
      true books of record and account in which full, true and correct entries will
      be
      made of all of its dealings and transactions, and set up on its books such
      reserves as may be required by GAAP with respect to doubtful accounts and all
      taxes, assessments, charges, levies and claims and with respect to its business
      in general, and include such reserves in interim as well as year-end financial
      statements.

     

    6.07 Right
      of Inspection.
      Permit
      any Person designated by any Lender or the Administrative Agent to visit and
      inspect at any time any of the properties, corporate books and financial reports
      of the Borrower, the Parent, or any of their Subsidiaries (provided that any
      such visit or inspection shall be at the Borrower’s expense (i) during the
      continuance of an Event of Default and (ii) otherwise up to once during any
      Fiscal Year), and to discuss its affairs, finances and accounts with its
      principal officers and, if applicable, independent certified public accountants,
      all at reasonable times, at reasonable intervals and with reasonable prior
      notice.

     

    6.08 Observe
      all Laws.
      Conform
      to and duly observe in all material respects all laws, rules and regulations
      and
      all other valid requirements of any Governmental Authority with respect to
      the
      conduct of its business, except where the failure to do so could not reasonably
      be expected to have a Material Adverse Effect. 

     

    6.09 Governmental
      Licenses.
      Obtain
      and maintain all licenses, permits, certifications and approvals of all
      applicable Governmental Authorities as are required for the conduct of its
      business as currently conducted and as contemplated by the Loan Documents,
      except where the failure to do so could not reasonably be expected to have
      a
      Material Adverse Effect.

     

    6.10 Covenants
      Extending to Other Persons.
      Cause
      each of its Subsidiaries to do with respect to itself, its business and its
      assets, each of the things required of the Borrower and the Parent in
Sections
      6.02
      through
6.09,
      and
6.18
      inclusive.


    
      
        
        

      

      
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    6.11 Officers
      Knowledge of Default.
      Upon
      any officer of the Borrower or the Parent obtaining knowledge of any Default
      or
      Event of Default hereunder or under any other obligation of the Borrower, the
      Parent or any of their Subsidiaries or any other Loan Party to any Lender,
      or
      any event, development or occurrence which could reasonably be expected to
      have
      a Material Adverse Effect, cause such officer or a Responsible Officer to
      promptly notify the Administrative Agent of the nature thereof, the period
      of
      existence thereof, and what action the Borrower, the Parent, such Subsidiary
      or
      other Loan Party proposes to take with respect thereto.

     

    6.12 Suits
      or Other Proceedings. 
      Upon any
      officer of the Borrower or the Parent obtaining knowledge of any litigation
      or
      other proceedings or investigations being instituted by any Governmental
      Authority or any other Person against the Borrower or the Parent or any of
      their
      Subsidiaries or other Loan Party, or any attachment, levy, execution or other
      process being instituted against any assets of the Borrower or the Parent or
      any
      of their Subsidiaries or any other Loan Party, making a claim or claims in
      an
      aggregate amount greater than $10,000,000 not covered by insurance, promptly
      deliver to the Administrative Agent written notice thereof stating the nature
      and status of such litigation, dispute, proceeding, levy, execution or other
      process.

     

    6.13 Notice
      of Environmental Complaint or Condition.
      Promptly provide to the Administrative Agent true, accurate and complete copies
      of any and all notices, complaints, orders, directives, claims or citations
      received by the Borrower or the Parent or any of their Subsidiaries relating
      to
      any (a) violation or alleged violation by the Borrower or the Parent or any
      of
      their Subsidiaries of any applicable Environmental Law; (b) release or
      threatened release by the Borrower or the Parent or any of their Subsidiaries,
      or by any Person handling, transporting or disposing of any Hazardous Material
      on behalf of Borrower or the Parent or any of their Subsidiaries, or at any
      facility or property owned or leased or operated by Borrower or the Parent
      or
      any of their Subsidiaries, of any Hazardous Material, except where occurring
      legally pursuant to a permit or license; or (c) liability or alleged liability
      of Borrower or the Parent or any of their Subsidiaries for the costs of cleaning
      up, removing, remediating or responding to a release of Hazardous Materials,
      in
      each case as reasonably would be expected to have a Material Adverse
      Effect.

     

    6.14 Environmental
      Compliance.
      If
      Borrower or the Parent or any of their Subsidiaries shall receive any letter,
      notice, complaint, order, directive, claim or citation alleging that Borrower
      or
      the Parent or any of their Subsidiaries has violated any Environmental Law,
      has
      released any Hazardous Material, or is liable for the costs of cleaning up,
      removing, remediating or responding to a release of Hazardous Materials, the
      Borrower, the Parent and any such Subsidiary shall, within the time period
      permitted and to the extent required by the applicable Environmental Law or
      the
      Governmental Authority responsible for enforcing such Environmental Law, remove
      or remedy, or cause the applicable Subsidiary to remove or remedy, such
      violation or release or satisfy such liability.

     

    6.15 Indemnification.
      Without
      limiting the generality of Section
      10.04,
      each of
      the Parent, the Borrower and any respective Subsidiary of either of them hereby
      agrees to indemnify and hold the Administrative Agent, the Collateral Agent
      and
      the Lenders and any Affiliate of any Lender party to a Swap Agreement, and
      their
      respective officers, directors, employees and agents, harmless from and against
      any and all claims, losses, penalties, liabilities, damages and expenses
      (including assessment and cleanup costs and reasonable attorneys’, consultants’
or


    
      
        
        

      

      
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    other
      expert fees, expenses and disbursements) arising directly or indirectly from,
      out of or by reason of (a) the violation of any Environmental Law by the
      Borrower or the Parent or any of their Subsidiaries or with respect to any
      property owned, operated or leased by the Borrower or the Parent or any of
      their
      Subsidiaries or (b) the handling, storage, transportation, treatment, emission,
      release, discharge or disposal of any Hazardous Materials by or on behalf of
      the
      Borrower or the Parent or any of their Subsidiaries, or on or with respect
      to
      property owned or leased or operated by the Borrower or the Parent or any of
      their Subsidiaries. The provisions of this Section
      6.15
      shall
      survive termination of the Aggregate Commitments and repayment of all other
      Obligations hereunder.

     

    6.16 Further
      Assurances.
      At the
      Borrower’s cost and expense, upon request of the Administrative Agent, duly
      execute and deliver or cause to be duly executed and delivered, to the
      Administrative Agent and the Collateral Agent such further instruments,
      documents, certificates, financing and continuation statements, and do and
      cause
      to be done such further acts that may be reasonably necessary or advisable
      in
      the reasonable opinion of the Administrative Agent to carry out more effectively
      the provisions and purposes of this Agreement, the Security Instruments and
      the
      other Loan Documents.

     

    6.17 Employee
      Benefit Plans.
      

     

    (a) With
      reasonable promptness, and in any event within thirty (30) days thereof, give
      notice to the Administrative Agent of (a) the establishment of any new Pension
      Plan (which notice shall include a copy of such plan), (b) the commencement
      of
      contributions to any Employee Benefit Plan to which the Borrower, the Parent,
      or
      any of their ERISA Affiliates was not previously contributing, (c) any material
      increase in the benefits of any existing Employee Benefit Plan, (d) each funding
      waiver request filed with respect to any Pension Plan and all communications
      received or sent by the Borrower, the Parent or any ERISA Affiliate with respect
      to such request and (e) the failure of the Borrower, the Parent or any ERISA
      Affiliate to make a required installment or payment under Section 302 of ERISA
      or Section 412 of the Code (in the case of Employee Benefit Plans regulated
      by
      the Code or ERISA) or under any Foreign Benefit Law (in the case of Employee
      Benefit Plans regulated by any Foreign Benefit Law) by the due
      date;

    


    (b) Promptly
      and in any event within fifteen (15) days of becoming aware of the occurrence
      or
      forthcoming occurrence of any (a) Termination Event or (b) nonexempt “prohibited
      transaction,” as such term is defined in Section 406 of ERISA or Section 4975 of
      the Code, in connection with any Employee Benefit Plan or any trust created
      thereunder, deliver to the Administrative Agent a notice specifying the nature
      thereof, what action the Borrower, the Parent or any ERISA Affiliate has taken,
      is taking or proposes to take with respect thereto and, when known, any action
      taken or threatened by the IRS, the Department of Labor or the PBGC with respect
      thereto; and

    


    (c) With
      reasonable promptness but in any event within fifteen (15) days for purposes
      of
      clauses (a), (b) and (c), deliver to the Administrative Agent copies of (a)
      any
      unfavorable determination letter from the IRS regarding the qualification of
      an
      Employee Benefit Plan under Section 401(a) of the Code, (b) all notices received
      by the Parent, Borrower or any ERISA Affiliate of the PBGC’s or any Governmental
      Authority’s intent to terminate any Pension Plan or


    
      
        
        

      

      
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    to
      have a
      trustee appointed to administer any Pension Plan, (c) each Schedule B (Actuarial
      Information) to the annual report (Form 5500 Series) filed by the Borrower,
      the
      Parent or any ERISA Affiliate with the IRS with respect to each Employee Benefit
      Plan and (d) all notices received by the Borrower, the Parent or any ERISA
      Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount
      of withdrawal liability pursuant to Section 4202 of ERISA. The Borrower and
      the
      Parent will notify the Administrative Agent in writing within five (5) Business
      Days of the Borrower, the Parent or any ERISA Affiliate obtaining knowledge
      or
      reason to know that the Borrower, the Parent or any ERISA Affiliate has filed
      or
      intends to file a notice of intent to terminate any Pension Plan under a
      distress termination within the meaning of Section 4041(c) of
      ERISA.

    


    6.18 Continued
      Operations.
      Continue at all times to conduct its business of transporting freight (or to
      otherwise engage in activities directly related to and in support of the
      Parent’s freight transportation business) and engage principally in the same
      line or lines of business of transporting freight (or such other related
      activities) substantially as heretofore conducted.

     

    6.19 Use
      of Proceeds.
      Use the
      proceeds of the Credit Extensions for working capital, capital expenditures,
      and
      other lawful corporate purposes, including, without limitation, (i) to refinance
      certain indebtedness of Star guaranteed by the Borrower and the Guarantors
      in
      connection with the acquisition of Star by the Parent, and (ii) to finance
      (A)
      Permitted Share Repurchases and (B) Acquisitions permitted hereunder.


     

    6.20 New
      Subsidiaries.
      Simultaneously with the acquisition or creation of any Subsidiary of the
      Borrower or the Parent, the Borrower and the Parent shall cause to be delivered
      to the Administrative Agent and the Collateral Agent (or to either of them
      as
      may be specified) each of the following:

    


    (a)
       to
      the
      Administrative Agent, if such Subsidiary is a Domestic Subsidiary, a Subsidiary
      Guaranty Joinder Agreement executed by such Subsidiary; 

    


    (b) if
      the
      Subsidiary Securities issued by such Subsidiary that are, or are required to
      become, Pledged Interests, shall be owned by the Borrower or by a Subsidiary
      of
      the Parent or the Borrower who has not then executed and delivered to the
      Collateral Agent a Pledge Agreement granting a Lien to the Collateral Agent,
      for
      the ratable benefit of the Credit Secured Parties, in such equity interests,
      a
      Pledge Joinder Agreement or a Pledge Agreement, as applicable, executed by
      the
      Borrower or by the Subsidiary that directly owns such Subsidiary Securities,
      with appropriate conforming changes (or, as to the Pledged Interests issued
      by
      any Direct Foreign Subsidiary of the Borrower or the Parent, in a form
      acceptable to the Administrative Agent and the Collateral Agent), and if such
      Subsidiary Securities shall be owned by the Parent or a Subsidiary of the Parent
      who has previously executed a Pledge Agreement or Pledge Joinder Agreement,
      a
      Pledge Agreement Supplement in the form required by such Pledge Agreement
      pertaining to such Subsidiary Securities;

    
 

    
      
        
        

      

      
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    (c) to
      the
      Collateral Agent, if the Pledged Interests issued by such Subsidiary constitute
      securities under Article 8 of the Uniform Commercial Code (i) the certificates
      representing 100% of such Subsidiary Securities and (ii) duly executed,
      undated stock powers or other appropriate powers of assignment in blank affixed
      thereto;

    


    (d) (i)
      Uniform Commercial Code financing statements on form UCC-1 or otherwise duly
      executed by the pledgor as “Debtor” and naming the Collateral Agent, for the
      benefit of the Credit Secured Parties, as “Secured Party,” in form, substance
      and number sufficient in the reasonable opinion of the Administrative Agent
      and
      the Collateral Agent and its special counsel to be filed in all Uniform
      Commercial Code filing offices and in all jurisdictions in which filing is
      necessary or advisable to perfect in favor of the Collateral Agent, for the
      benefit of the Credit Secured Parties, the Lien on such Subsidiary Securities
      and (ii) if the Pledged Interests issued by such Subsidiary do not constitute
      securities and such Subsidiary has not elected to have such interests treated
      as
      securities under Article 8 of the applicable Uniform Commercial Code, a control
      agreement sufficient to confer control (within the meaning of Section 9-106
      of
      the Uniform Commercial Code), and otherwise in form and substance acceptable
      to
      the Collateral Agent;

    


    (e) an
      opinion of counsel to such Subsidiary dated as of the date of delivery of the
      Subsidiary Guaranty and other Loan Documents provided for in this Section
      6.20
      and
      addressed to the Administrative Agent, the Collateral Agent and the Lenders,
      in
      form and substance reasonably acceptable to the Administrative Agent and the
      Collateral Agent (which opinion may include assumptions and qualifications
      of
      similar effect to those contained in the opinions of counsel delivered pursuant
      to Section
      4.01(a));
      and

    


    (f) current
      copies of the Organizational Documents of such Subsidiary, minutes of duly
      called and conducted meetings (or duly effected consent actions) of the Board
      of
      Directors, partners, or appropriate committees thereof (and, if required by
      such
      Organizational Documents or applicable law, of the shareholders, members or
      partners) of such Subsidiary authorizing the actions and the execution and
      delivery of documents described in this Section
      6.20.

    


    6.21 Internal
      Control Event.
      Promptly notify the Administrative Agent and each Lender of any determination
      by
      KPMG LLP, or other such Registered Public Accounting Firm selected by the Parent
      and meeting the requirements set forth in Section
      7.18,
      made in
      connection with its preparation of an opinion required under Section
      6.01(a)(i)(B)
      or the
      Borrower’s determination at any time of the occurrence or existence of any
      Internal Control Event.

    



    
      
        
        

      

      
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      ARTICLE
        VII.

      NEGATIVE
        COVENANTS

      


      So
        long
        as any Lender shall have any Commitment hereunder, any Loan or other Obligation
        hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
        remain outstanding, neither the Borrower nor the Parent will, nor will either
        permit any Subsidiary to, directly or indirectly:

       

      7.01 Financial
        Covenants.


    

    (a) Consolidated
      Tangible Net Worth.
      Permit
      Consolidated Tangible Net Worth to be less than (i) $139,842,320 from the
      Closing Date until (but excluding) the last day of the fiscal quarter that
      includes the Closing Date (the “Closing
      Date Quarter”),
      and
      (ii) as at the last day of each fiscal quarter of the Parent ending after the
      Closing Date and until (but excluding) the last day of the next following fiscal
      quarter of the Parent, the sum of (A) the amount of Consolidated Tangible Net
      Worth required to be maintained pursuant to this Section
      7.01(a)
      as at
      the end of the immediately preceding fiscal quarter (or, in the case of the
      Closing Date Quarter, required to be maintained as of the Closing Date), plus
      (B) 50% of Consolidated Net Income (with no reduction for net losses during
      any
      period) for the fiscal quarter of the Parent ending on such day (including
      within “Consolidated Net Income” certain items otherwise excluded, as provided
      for in the definition of “Consolidated Net Income”), plus (C) 100% of the
      aggregate amount of all increases in the stated capital and additional paid-in
      capital accounts of the Parent resulting from the issuance, sale or exchange
      of
      equity securities or other capital investments.

    


    (b) Consolidated
      Leverage Ratio.
      Permit
      the Consolidated Leverage Ratio as of the end of any Four-Quarter Period to
      be
      greater than 3.25 to 1.00 at any time prior to July 1, 2008 and
      3.00
      to 1.00 at any time thereafter. 

    


    (c) Consolidated
      Fixed Charge Coverage Ratio.
      Permit
      the Consolidated Fixed Charge Coverage Ratio as of the end of any Four-Quarter
      Period to be less than 1.20 to 1.00.

    


    7.02 Acquisitions.
      Enter
      into any agreement, contract, binding commitment or other arrangement providing
      for any Acquisition, or take any action to solicit the tender of securities
      or
      proxies in respect thereof in order to effect any Acquisition, unless (i) the
      Person to be (or whose assets are to be) acquired does not oppose such
      Acquisition and the line or lines of business of the Person to be acquired
      are
      closely related to one or more line or lines of business conducted by the
      Borrower, the Parent, or its Subsidiaries, (ii) no Default or Event of Default
      shall have occurred and be continuing either immediately prior to or immediately
      after giving effect to such Acquisition, (iii) the Person acquired shall be
      a
      wholly-owned Subsidiary, or be merged into the Parent or a wholly-owned
      Subsidiary of the Parent, immediately upon consummation of the Acquisition
      (or
      if assets are being acquired, the acquiror shall be the Parent or a wholly-owned
      Subsidiary of the Parent), and (iv) after giving effect to such Acquisition,
      the
      aggregate Costs of Acquisition incurred in any Fiscal Year (on a noncumulative
      basis, with the effect that amounts not incurred in any Fiscal Year may not
      be
      carried forward to a subsequent period) shall not exceed twenty percent (20%)
      of
      Consolidated Total Assets as of the end of the immediately preceding Fiscal
      Year.

     

    7.03 Liens.
      Incur,
      create or permit to exist any Lien, charge or other encumbrance of any nature
      whatsoever with respect to any property or assets now owned or hereafter
      acquired by the Borrower, the Parent, or any of their Subsidiaries (except
      for
      Transplace), other than:

    


    (a) Liens
      created under the Security Instruments in favor of the Collateral Agent for
      the
      benefit of the Credit Secured Parties, and otherwise existing as of the date
      hereof and as set forth in Schedule
      5.07;


    
      
        
        

      

      
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    (b) Liens
      imposed by law for taxes, assessments or charges of any Governmental Authority
      for claims not yet due or which are being contested in good faith by appropriate
      proceedings diligently conducted, and with respect to which adequate reserves
      are being maintained in accordance with GAAP, which Liens are not yet
      exercisable to effect the sale or seizure of property subject thereto;


    


    (c) statutory
      Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen
      and other Liens arising in the ordinary course of business and in existence
      less
      than 90 days from the date of creation thereof for amounts not yet due or which
      are being contested in good faith by appropriate proceedings diligently
      conducted, and with respect to which adequate reserves are being maintained
      in
      accordance with GAAP, which Liens are not yet exercisable to effect the sale
      or
      seizure of property subject thereto;

    


    (d) Liens
      incurred or deposits made in the ordinary course of business in connection
      with
      workers’ compensation, unemployment insurance and other types of social security
      benefits or to secure the performance of tenders, bids, leases, surety and
      appeal bonds (not in excess of $5,000,000), contracts (other than for the
      repayment of Indebtedness), statutory obligations and other similar obligations
      or arising as a result of progress payments under government
      contracts;

    


    (e) easements
      (including reciprocal easement agreements and utility agreements),
      rights-of-way, covenants, consents, reservations, encroachments, variations
      and
      zoning and other restrictions, charges or encumbrances (whether or not
      recorded), which do not interfere materially with the ordinary conduct of the
      business of the Borrower, the Parent or any of their Subsidiaries and which
      do
      not materially detract from the value of the property to which they attach
      or
      materially impair the use thereof to the Borrower, the Parent or any of their
      Subsidiaries; 

    


    (f) purchase
      money Liens to secure Indebtedness permitted under Section
      7.04(d);
      provided that no such Lien shall extend to any property other than the assets
      purchased with the proceeds of such Indebtedness; 

    


    (g) Liens
      arising in connection with Capital Leases permitted under Section
      7.04;
      provided that no such Lien shall extend to any property other than the assets
      subject to such Capital Leases;

    


    (h) Liens
      securing financing permitted by Section
      7.04(j);
      and

    


    (i) Liens
      on
      accounts receivable and proceeds thereof arising in connection with the transfer
      thereof pursuant to a Permitted Receivables Securitization.

    


    7.04 Indebtedness.
      Incur,
      create, assume or permit to exist any Indebtedness, howsoever evidenced,
      except:

    


    (a) Indebtedness
      existing as of the Closing Date as set forth in the financial statements
      referred to in Section
      5.06(a)
      (other
      than the Star Debt) or in Schedule
      5.06,
      provided,
      none of
      the instruments and agreements evidencing or governing such Indebtedness shall
      be amended, modified or supplemented after the Closing Date to change any terms
      of


    
      
        
        

      

      
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    subordination,
      repayment or rights of enforcement, conversion, put, exchange or other rights
      from such terms and rights as in effect on the Closing Date;

    


    (b) Indebtedness
      owing to the Administrative Agent or any Lender in connection with this
      Agreement, any Note or other Loan Document;

    


    (c) the
      endorsement of negotiable instruments for deposit or collection or similar
      transactions in the ordinary course of business; 

    


    (d) purchase
      money Indebtedness not to exceed an aggregate outstanding principal amount
      at
      any time of $40,000,000;

    


    (e) Indebtedness
      arising from Rate Hedging Obligations permitted under Section
      7.15;

    


    (f) Subordinated
      Indebtedness;

    


    (g) unsecured
      intercompany Indebtedness for loans and advances made by the Borrower, the
      Parent or any Subsidiary of the Borrower or the Parent to the Borrower, the
      Parent or any other Guarantor which collectively do not exceed at any time
      in
      aggregate principal amount the sum of the Outstanding Amount of Revolving Loans
      at such time plus amounts available at such time under the Aggregate Commitments
      for borrowing by the Borrower as Revolving Loans;

    


    (h) additional
      unsecured Indebtedness consisting of loans and advances made by Volunteer
      Insurance Limited, a direct or indirect Subsidiary of the Parent, to the
      Borrower or the Parent, provided
      that the
      aggregate outstanding principal amount of all such other Indebtedness permitted
      under this clause (h) shall in no event exceed $10,000,000 at any time for
      each
      of the Borrower, the Parent and each Subsidiary in the aggregate;

    


    (i) additional
      unsecured Indebtedness for Money Borrowed not otherwise covered by clauses
      (a)
      through (h) above, provided
      that the
      aggregate outstanding principal amount of all such other Indebtedness permitted
      under this clause (i) shall in no event exceed $5,000,000 at any time for each
      of the Borrower, the Parent and each Subsidiary in the aggregate;

    


    (j) Indebtedness
      secured by real property, Synthetic Lease Obligations and sale and leaseback
      obligations relating to real property, provided that the aggregate of (i) the
      outstanding principal amount of all Indebtedness secured by real property,
      (ii)
      the outstanding principal amount of all Indebtedness arising under Synthetic
      Lease Obligations, and (iii) the present value (calculated at a reasonable
      discount rate acceptable to the Administrative Agent) of the aggregate amount
      of
      all future lease payments incurred, acquired or assumed by the Borrower, the
      Parent or any of their Subsidiaries relating to the sale and leaseback of real
      property shall in no event exceed $60,000,000 at any time;

    


    (k) Indebtedness
      arising in connection with any Permitted Receivables Securitization;
      and


    
      
        
        

      

      
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    (l) Indebtedness
      extending the maturity of, or renewing, refunding or refinancing, in whole
      or in
      part, Indebtedness incurred under clauses (a), (d), (f), (h) and (i) of this
      Section
      7.04,
      provided that (A) the terms of any such extension, renewal, refunding or
      refinancing Indebtedness (and of any agreement or instrument entered into in
      connection therewith) are no less favorable to the Administrative Agent and
      the
      Lenders than the terms of the Indebtedness as in effect prior to such action,
      and provided further that immediately before and immediately after giving effect
      to any such extension, renewal, refunding or refinancing, no Default or Event
      of
      Default shall have occurred and be continuing, and (B) notwithstanding anything
      in the foregoing to the contrary, any renewal (other than annual renewals,
      which
      are specifically permitted), refunding or refinancing of the Permitted
      Receivables Securitization or any Synthetic Lease Obligations that may arise
      shall require the consent of the Administrative Agent and the Required
      Lenders.

     

    7.05 Transfer
      of Assets.
      Sell,
      lease, transfer or otherwise dispose of any assets of the Borrower, the Parent
      or any Subsidiary of either, other than (a) dispositions of inventory in the
      ordinary course of business, (b) dispositions of equipment or other property
      that is substantially worn, damaged, obsolete or, in the judgment of the
      Borrower or the Parent, no longer best used or useful in its business or that
      of
      any Subsidiary, (c) dispositions of accounts receivable in connection with
      a
      Permitted Receivables Securitization, (d) transfers of assets necessary to
      give
      effect to merger or consolidation transactions permitted by Section
      7.07
      or to
      sale and leaseback transactions permitted by Section 7.13,
      and (e)
      the disposition of Eligible Securities in the ordinary course of management
      of
      the investment portfolios of the Borrower, the Parent, and their
      Subsidiaries.

     

    7.06 Investments.
      Purchase, own, invest in (by capital contribution, purchase of equity interest
      or otherwise) or otherwise acquire, directly or indirectly, any stock or other
      securities, or make or permit to exist any interest whatsoever in any other
      Person or permit to exist any loans or advances to any Person,
      except::

    


    (a) securities
      of any Person acquired in an Acquisition permitted hereunder, or securities
      acquired in connection with a Permitted Share Repurchase;

    


    (b) Eligible
      Securities;

    


    (c) investments
      existing as of the date hereof and as set forth in Schedule
      5.04;

    


    (d) accounts
      receivable arising and trade credit granted in the ordinary course of business
      and any securities received in satisfaction or partial satisfaction thereof
      in
      connection with accounts of financially troubled Persons to the extent
      reasonably necessary in order to prevent or limit loss; 

    


    (e) investments
      in Subsidiaries which
      are
      Guarantors (and including Transplace) and investments by the Parent in the
      Borrower;

    


    (f) loans
      by
      the Borrower or any Subsidiary to the Parent or to any other Guarantor as
      described in Section
      7.04(g);
      and


    
      
        
        

      

      
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    (g) additional
      loans, advances and investments not otherwise covered by clauses (a) through
      (f)
      above in an aggregate principal amount at any time outstanding not to exceed
      $5,000,000.

     

    7.07 Merger
      or Consolidation.
      (a)
      Consolidate with or merge into any other Person, or (b) permit any other Person
      to merge into it; provided,
      however,
      (i) any
      Subsidiary of the Borrower may merge or transfer all or substantially all of
      its
      assets into or consolidate with the Borrower or any wholly-owned Subsidiary
      of
      the Borrower, (ii) any other Subsidiary of the Parent (other than the Borrower)
      may merge with the Parent or any other wholly-owned Subsidiary of the Parent,
      (iii) any other Person may merge into or consolidate with the Borrower or the
      Parent or any wholly-owned Subsidiary (the Borrower, the Parent or such
      Subsidiary being the surviving corporation) and (iv) any Subsidiary (other
      than
      the Borrower) may merge into or consolidate with any other Person in order
      to
      consummate an Acquisition permitted by Section
      7.02,
      provided further,
      that
      any resulting or surviving entity shall execute and deliver such agreements
      and
      other documents, including a Subsidiary Guaranty, and take such other action
      as
      the Administrative Agent may require to evidence or confirm its express
      assumption of the obligations and liabilities of its predecessor entities under
      the Loan Documents.

     

    7.08 Restricted
      Payments.
      Make
      any Restricted Payment or apply or set apart any of their assets therefor or
      agree to do any of the foregoing, other than (i) Permitted Share Repurchases
      and
      (ii) cash dividends declared by the board of directors of the Parent and
      paid thereby to its stockholders; provided
      that the
      sum of (i) and (ii) from the Closing Date until the Maturity Date, shall not
      exceed the sum of $39,402,275 plus 50% of the Consolidated Net Income for each
      fiscal quarter commencing with the fiscal quarter ending December 31, 2006
      (such
      amount reduced by 100% of the amount of any negative Consolidated Net Income
      during any such period).

     

    7.09 Transactions
      with Affiliates.
      Other
      than transactions permitted under Sections
      7.06
      and
7.07,
      enter
      into any transaction after the Closing Date, including, without limitation,
      the
      purchase, sale, lease or exchange of property, real or personal, or the
      rendering of any service, with any Affiliate of the Parent, except (a) that
      such
      Persons may render services to the Parent or its Subsidiaries for compensation
      at substantially the same or more favorable rates generally paid by Persons
      engaged in the same or similar businesses for the same or similar services,
      (b)
      that the Parent or any Subsidiary may render services to such Persons for
      compensation at the same rates generally charged by the Parent or such
      Subsidiary, (c) in either case (a) or (b) such transactions are in the ordinary
      course of business and pursuant to the reasonable requirements of the Parent’s
      (or any Subsidiary’s) business consistent with past practice of the Parent and
      its Subsidiaries and upon fair and reasonable terms no less favorable to the
      Parent (or any Subsidiary) than would be obtained in a comparable arm’s-length
      transaction with a Person not an Affiliate, and (d) any other transactions
      that
      amount to less than $1,000,000 in the aggregate annually.

     


    
      
        
        

      

      
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7.10 Compliance
      with ERISA, the Code and Foreign Benefit Laws.
      With
      respect to any Pension Plan, Employee Benefit Plan or Multiemployer
      Plan:

     

    (a) permit
      the occurrence of any Termination Event which would result in a liability on
      the
      part of the Borrower, the Parent or any ERISA Affiliate to the PBGC or to any
      Governmental Authority; or

    


    (b) permit
      the present value of all benefit liabilities under all Pension Plans to exceed
      the current value of the assets of such Pension Plans allocable to such benefit
      liabilities; or

    


    (c) permit
      any accumulated funding deficiency (as defined in Section 302 of ERISA and
      Section 412 of the Code) with respect to any Pension Plan, whether or not
      waived; or

    


    (d) fail
      to
      make any contribution or payment to any Multiemployer Plan which the Borrower,
      the Parent or any ERISA Affiliate may be required to make under any agreement
      relating to such Multiemployer Plan, or any law pertaining thereto;
      or

    


    (e) engage,
      or permit any Subsidiary or any ERISA Affiliate to engage, in any prohibited
      transaction under Section 406 of ERISA or Sections 4975 of the Code for which
      a
      civil penalty pursuant to Section 502(I) of ERISA or a tax pursuant to Section
      4975 of the Code may be imposed; or

    


    (f) permit
      the establishment of any Employee Benefit Plan providing post-retirement welfare
      benefits or establish or amend any Employee Benefit Plan which establishment
      or
      amendment could result in liability to the Borrower or the Parent or any ERISA
      Affiliate or increase the obligation of the Borrower or the Parent or any ERISA
      Affiliate to a Multiemployer Plan; or

    


    (g) fail,
      or
      permit the Borrower or the Parent or any ERISA Affiliate to fail, to establish,
      maintain and operate each Employee Benefit Plan in compliance in all material
      respects with the provisions of ERISA, the Code, all applicable Foreign Benefit
      Laws and all other applicable laws and the regulations and interpretations
      thereof.

    


    7.11 Fiscal
      Year.
      Change
      its Fiscal Year.

     

    7.12 Dissolution,
      Etc. Wind
      up,
      liquidate or dissolve (voluntarily or involuntarily) or commence or suffer
      any
      proceedings seeking any such winding up, liquidation or dissolution, except
      in
      connection with a merger or consolidation permitted pursuant to Section
      7.07.

     

    7.13 Limitations
      on Sales and Leasebacks.
      Enter
      into any arrangement or arrangements with any Person providing for the leasing
      by the Borrower, the Parent or any Subsidiary of either of real or personal
      property, whether now owned or hereafter acquired in a single transaction or
      series of related transactions, which has been or is to be sold or transferred
      by the Borrower, the Parent or any of their Subsidiaries 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 the Borrower, the Parent
      or any of their Subsidiaries, except for any such arrangements entered into
      in
      connection with (i) the Synthetic Lease Obligations, (ii) any sale and leaseback
      arrangement relating to the real property where the present value (calculated
      at
      a reasonable discount rate acceptable to the Administrative Agent) of the
      aggregate amount of all


    
      
        
        

      

      
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    future
      lease payments incurred, acquired or assumed by the Borrower, the Parent or
      any
      of their Subsidiaries does not at any time exceed $60,000,000 less the sum
      of
      (A) the outstanding principal amount of all Indebtedness secured by real
      property and (B) the outstanding principal amount of all Indebtedness arising
      under Synthetic Lease Obligations, and (iii) the truck and trailer leasing
      program in an aggregate amount not to exceed in any Fiscal Year the sum of
      (A)
      $25,000,000 plus (B) 50% of the aggregate amount of Consolidated Net Income
      for
      each fiscal quarter commencing with the fiscal quarter ended December 31, 2006
      (such amount reduced by 100% of the amount of any negative Consolidated Net
      Income during any such fiscal quarter), as presently conducted and disclosed
      to
      the Administrative Agent and Lenders and hereafter conducted in accordance
      with
      such past practices; provided
      that not
      later than ten (10) Business Days prior to any additional truck or trailer
      sale
      and leaseback occurring after the Closing Date, the Parent and the Borrower
      shall deliver (i) an adjusted Borrowing Base Certificate giving pro forma effect
      to such sale and leaseback and (ii) a Compliance Certificate of a Responsible
      Officer demonstrating pro forma compliance with the financial covenants
      contained in Article
      VII,
      the
      covenant calculations in which shall be determined on a historical pro forma
      basis as of the Four-Quarter Period most recently ended and shall give pro
      forma
      effect to all lease payments incurred, acquired or assumed in connection with
      such transaction calculated as if all such lease payments had been incurred
      as
      of the first day of such Four-Quarter Period.

     

    7.14 Change
      of Control.
      Cause,
      suffer or permit to exist or occur any Change of Control.

     

    7.15 Rate
      Hedging Obligations.
      Incur
      any Rate Hedging Obligations or enter into any agreements, arrangements, devices
      or instruments relating to Rate Hedging Obligations, except (i) pursuant
      to Swap Agreements in an aggregate notional amount not to exceed at any time
      50%
      of the Aggregate Commitment or as otherwise agreed by the Borrower and the
      Administrative Agent and (ii) diesel fuel forward purchase contracts,
      commitments and options entered into in the ordinary course of business,
      consistent with past practices, and not for speculative purposes.

     

    7.16 Negative
      Pledge Clauses.
      Enter
      into or cause, suffer or permit to exist any agreement with any Person other
      than the Administrative Agent and the Lenders pursuant to this Agreement or
      any
      other Loan Documents which prohibits or limits the ability of any of the
      Borrower, the Parent or any of their Subsidiaries (other than Transplace) to
      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 Liens
      on
      shares acquired in connection with a Permitted Share Repurchase, Liens on any
      other shares of “margin stock” as such term is defined in Regulation U (12 CFR
      Part 221) of the FRB, and
      Liens
      on accounts receivable transferred in a Permitted Receivables
      Securitization;
      provided
      that the
      Borrower, the Parent and any of their Subsidiaries may enter into such an
      agreement in connection with, and that applies only to, real property which
      is
      collateral for Indebtedness permitted hereunder and property acquired with
      the
      proceeds of purchase money Indebtedness permitted hereunder subject
      to any Lien permitted by this Agreement and not released after the date hereof,
      when such prohibition or limitation is by its terms effective only against
      the
      assets subject to such Lien.

     

    7.17 [Intentionally
      Omitted].
      


    
      
        
        

      

      
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    7.18 Change
      in Accountants.
      Change
      its independent public accountants without the Administrative Agent’s consent,
      such consent not to be unreasonably withheld; provided, the Parent may change
      its public accountants without the consent of the Administrative Agent to an
      independent certified public accounting firm registered with the PCAOB and
      of
      nationally recognized standing at the time of such change.

     

    7.19 Modification
      or Prepayment of Indebtedness and Certain Documentation.
      

    


    (a) Amend,
      modify or change in any manner any term or condition of any Indebtedness
      described in Section
      7.04(a), (d), (f), (g), (h), (i), (j), or (l),
      other
      than as permitted by Section
      7.04(l),
      or any
      Subordination Agreement, the Receivables Purchase Agreement or any other
      document governing or evidencing a Permitted Receivables Securitization (except
      where the purpose of such amendment, modification or change is to add additional
      originators to the Permitted Receivables Securitization or to permit annual
      renewals of the Permitted Receivables Securitization), or any document governing
      or evidencing Synthetic Lease Obligations, so that the terms and conditions
      thereof are any less favorable to the Administrative Agent and the Lenders
      than
      the terms thereof as of the Closing Date or as thereafter initially entered
      into
      in compliance with the terms of this Agreement, or deprive the Borrower or
      any
      Guarantor or other Subsidiary of the Parent as a party to any Licensing
      Agreement or Servicing Agreement of any license or right granted thereunder
      necessary or conducive to the operation of its trucking business;
      and

    


    (b) Terminate,
      or cause, offer or permit to occur the termination of, any of the provisions
      of
      any of the Licensing Agreements or any of the Servicing Agreements.

     

    7.20 Partnerships.
      Become
      or be a general partner in any general or limited partnership except any
      partnership holding, solely, all or a portion of the equity interest in
      Transplace.

     

    7.21 Restrictive
      Agreements.
      Enter
      into or cause, suffer or permit to exist any other agreement or arrangement
      with
      any other Person which prohibits, limits or restricts the ability of (i) any
      Subsidiary of the Parent or of the Borrower to make any payments, directly
      or
      indirectly, to the Parent or the Borrower, respectively, by way of dividends,
      advances, repayments of loans or advances, or other returns on investments,
      or
      (ii) the Parent to make any equity investment in, capital contribution to or
      loan or advance to the Borrower or to any other Subsidiary of the
      Parent.

    


    ARTICLE
      VIII.

    EVENTS
      OF DEFAULT AND REMEDIES 

     

    8.01 Events
      of Default.
      Any of
      the following shall constitute an Event of Default:

    


    (a) Non-Payment
      of Principal.
      If
      default shall be made in the due and punctual payment of the principal of any
      Loan, L/C Obligation or other Obligation, when and as the same


    
      
        
        

      

      
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    shall
      be
      due and payable whether pursuant to any provision of Article
      II,
      at
      maturity, by acceleration or otherwise; or

    


    (b) Non-Payment
      of Interest.
      If
      default shall be made in the due and punctual payment of any amount of interest
      on any Loan, L/C Obligation or other Obligation or of any fees or other amounts
      payable to any of the Lenders or the Administrative Agent on the date on which
      the same shall be due and payable; or

    


    (c) Specific
      Covenants.
      If
      default shall be made in the performance or observance of any covenant set
      forth
      in Section
      6.07,
      6.11,
      6.12,
      6.20
      or
Article
      VII;
      or

    


    (d) Loan
      Documents.
      If a
      default shall be made in the performance or observance of, or shall occur under,
      any covenant, agreement or provision contained in this Agreement or the Notes
      (other than as described in clauses (a), (b) or (c) above) and such default
      shall continue for thirty (30) or more days after the earlier of receipt of
      notice of such default by the Responsible Officer from the Administrative Agent
      or an officer of the Borrower or of the Parent becomes aware of such default,
      or
      if a default shall be made in the performance or observance of, or shall occur
      under, any covenant, agreement or provision contained in any of the other Loan
      Documents (beyond any applicable grace period, if any, contained therein) or
      in
      any instrument or document evidencing or creating any obligation, guaranty,
      or
      Lien in favor of the Administrative Agent or any of the Lenders or delivered
      to
      the Administrative Agent or any of the Lenders in connection with or pursuant
      to
      this Agreement or any of the Obligations, or if any Loan Document ceases to
      be
      in full force and effect (other than as expressly provided for hereunder or
      thereunder or with the express written consent of the Administrative Agent),
      or
      if without the written consent of the Lenders, this Agreement or any other
      Loan
      Document shall be disaffirmed or shall terminate, be terminable or be terminated
      or become void or unenforceable for any reason whatsoever (other than as
      expressly provided for hereunder or thereunder or with the express written
      consent of the Administrative Agent); or

    


    (e) Defaults
      Under Other Agreements.
      If
      there shall occur (i) a default, which is not waived, in the payment of any
      principal, interest, premium or other amount with respect to (A) the Permitted
      Receivables Securitization, (B) the Synthetic Lease Obligations, or (C) any
      other Indebtedness (other than the Loans and other Obligations) of the Borrower,
      the Parent or any Subsidiary of either in an amount or Rate Hedge Value, as
      applicable, not less than $2,500,000 in the aggregate outstanding, or (ii)
      a
      default, which is not waived, in the performance, observance or fulfillment
      of
      any term or covenant contained in (A) the Receivables Purchase Agreement, (B)
      any document governing or evidencing the Synthetic Lease Obligations, or (C)
      any
      agreement or instrument under or pursuant to which any such Indebtedness or
      Rate
      Hedging Obligation may have been issued, created, assumed, guaranteed or secured
      by the Borrower, the Parent or any Subsidiary of the Parent, or (iii) with
      respect to any such Rate Hedging Obligation, any termination event shall occur
      as to which the Borrower, the Parent or any Subsidiary of the Parent is the
      “affected party” under the agreement or instrument governing such Rate Hedging
      Obligation, or (iv) any other event of default as specified in any agreement
      or
      instrument under or pursuant to which any such Indebtedness may have been
      issued, created, assumed, guaranteed or secured by the Borrower, the Parent
      or
      any Subsidiary of either, and such default or event of default or termination
      shall continue for more than the period of grace, if any, therein specified,
      or
      such default or event of default or termination event shall permit the holder
      of
      or counterparty


    
      
        
        

      

      
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    to
      any
      such Indebtedness (or any agent or trustee acting on behalf of one or more
      holders or counterparties) to accelerate the maturity of any such Indebtedness
      or terminate any agreement or instrument governing any such Rate Hedging
      Obligation; or

    


    (f) Representations
      and Warranties.
      If any
      representation, warranty or other statement of fact contained in any Loan
      Document or in any writing, certificate, report or statement at any time
      furnished to the Administrative Agent or any Lender by or on behalf of the
      Borrower, the Parent or any other Loan Party pursuant to or in connection with
      any Loan Document, or otherwise, shall be false or misleading in any material
      respect when given; or

    


    (g) Inability
      to Pay Debts.
      If the
      Borrower, the Parent or any Subsidiary of either or other Loan Party shall
      be
      unable to pay its debts generally as they become due; file a petition to take
      advantage of any insolvency statute; make an assignment for the benefit of
      its
      creditors; commence a proceeding for the appointment of a receiver, trustee,
      liquidator or conservator of itself or of the whole or any substantial part
      of
      its property; file a petition or answer seeking liquidation, reorganization
      or
      arrangement or similar relief under the federal bankruptcy laws or any other
      applicable law or statute; or

    


    (h) Insolvency
      Proceedings.
      If a
      court of competent jurisdiction shall enter an order, judgment or decree
      appointing a custodian, receiver, trustee, liquidator or conservator of the
      Borrower or the Parent or any Subsidiary of either or other Loan Party or of
      the
      whole or any substantial part of its properties and such order, judgment or
      decree continues unstayed and in effect for a period of sixty (60) days, or
      approve a petition filed against the Borrower or the Parent or any Subsidiary
      of
      either or other Loan Party seeking liquidation, reorganization or arrangement
      or
      similar relief under the federal bankruptcy laws or any other applicable law
      or
      statute of the United States or any state, which petition is not dismissed
      within sixty (60) days; or if, under the provisions of any other law for the
      relief or aid of debtors, a court of competent jurisdiction shall assume custody
      or control of the Borrower or the Parent or any Subsidiary of either or other
      Loan Party or of the whole or any substantial part of its properties, which
      control is not relinquished within sixty (60) days; or if there is commenced
      against the Borrower or the Parent or any Subsidiary of either or other Loan
      Party any proceeding or petition seeking reorganization, arrangement or similar
      relief under the federal bankruptcy laws or any other applicable law or statute
      of the United States or any state which proceeding or petition remains
      undismissed for a period of sixty (60) days; or if the Borrower or the Parent
      or
      any Subsidiary of either or other Loan Party takes any action to indicate its
      consent to or approval of any such proceeding or petition; or

    


    (i) Judgments.
      If (i)
      one or more judgments or orders where the amount not covered by insurance (or
      the amount as to which the insurer denies liability) is in excess of $2,000,000
      is rendered against the Borrower or the Parent or any Subsidiary of either,
      or
      (ii) there is any attachment, injunction or execution against any of the
      Borrower’s or Parent’s or either of their Subsidiaries’ properties for any
      amount in excess of $2,000,000 in the aggregate; and such judgment, attachment,
      injunction or execution remains unpaid, unstayed, undischarged, unbonded or
      undismissed for a period of thirty (30) days; or


    
      
        
        

      

      
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    (j) Suspension
      of Material Operations.
      If the
      Borrower, the Parent or any Subsidiary of either shall, other than in the
      ordinary course of business (as determined by past practices), suspend all
      or
      any part of its operations material to the conduct of the business of the
      Borrower, the Parent or such Subsidiary for a period of more than 60 days;
      or

    


    (k) Other
      Defaults.
      If
      there shall occur and not be waived an Event of Default as defined in any of
      the
      other Loan Documents.

    


    8.02 Remedies
      Upon Event of Default.
      If any
      Event of Default occurs and is continuing, the Administrative Agent shall,
      at
      the request of, or may, with the consent of, the Required Lenders, take any
      or
      all of the following actions:

    


    (a) declare
      the commitment of each Lender to make Loans and any obligation of the L/C Issuer
      to make L/C Credit Extensions to be terminated, whereupon such commitments
      and
      obligation shall be terminated; 

    


    (b) declare
      the unpaid principal amount of all outstanding Loans, all interest accrued
      and
      unpaid thereon, and all other amounts owing or payable hereunder or under any
      other Loan Document to be immediately due and payable, without presentment,
      demand, protest or other notice of any kind, all of which are hereby expressly
      waived by the Borrower; 

    


    (c) require
      that the Borrower Cash Collateralize the L/C Obligations (in an amount equal
      to
      the then Outstanding Amount thereof); and

    


    (d) exercise
      on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
      available to it, the Lenders and the L/C Issuer under the Loan
      Documents;

    provided,
      however,
      that
      upon the occurrence of an actual or deemed entry of an order for relief with
      respect to the Borrower under the Bankruptcy Code of the United States, the
      obligation of each Lender to make Loans and any obligation of the L/C Issuer
      to
      make L/C Credit Extensions shall automatically terminate, the unpaid principal
      amount of all outstanding Loans and all interest and other amounts as aforesaid
      shall automatically become due and payable, and the obligation of the Borrower
      to Cash Collateralize the L/C Obligations as aforesaid shall automatically
      become effective, in each case without further act of the Administrative Agent
      or any Lender.

     

    8.03 Application
      of Funds. After
      the
      exercise of remedies provided for in Section
      8.02
      (or
      after the Loans have automatically become immediately due and payable and the
      L/C Obligations have automatically been required to be Cash Collateralized
      as
      set forth in the proviso to Section
      8.02),
      any
      amounts received on account of the Obligations shall be applied by the
      Administrative Agent in the following order:

    


    First,
      to
      payment of that portion of the Obligations constituting fees, indemnities,
      expenses and other amounts (including fees, charges and disbursements of counsel
      to the Administrative Agent and amounts payable under Article
      III)
      payable
      to the Administrative Agent in its capacity as such;


    
      
        
        

      

      
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    Second,
      to
      payment of that portion of the Obligations constituting fees, indemnities and
      other amounts (other than principal, interest and Letter of Credit Fees) payable
      to the Lenders and the L/C Issuer (including fees, charges and disbursements
      of
      counsel to the respective Lenders and the L/C Issuer (including fees and time
      charges for attorneys who may be employees of any Lender or the L/C Issuer)
      and
      amounts payable under Article
      III),
      ratably among them in proportion to the respective amounts described in this
      clause Second
      payable
      to them;

     

    Third,
      to
      payment of that portion of the Obligations constituting accrued and unpaid
      Letter of Credit Fees and interest on the Loans, L/C Borrowings and other
      Obligations, ratably among the Lenders and the L/C Issuer in proportion to
      the
      respective amounts described in this clause Third
      payable
      to them;

    


    Fourth,
      to
      payment of that portion of the Obligations (i) constituting unpaid principal
      of
      the Loans and L/C Borrowings and (ii) consisting of liabilities under any Swap
      Agreement with any of the Lenders or their Affiliates, ratably among the
      Lenders, the L/C Issuer or Affiliates of Lenders (in connection with Swap
      Agreements) in proportion to the respective amounts described in this clause
      Fourth
      held by
      them;

    


    Fifth,
      to the
      Administrative Agent for the account of the L/C Issuer, to Cash Collateralize
      that portion of L/C Obligations comprised of the aggregate undrawn amount of
      Letters of Credit; and

    


    Last,
      the
      balance, if any, after all of the Obligations have been indefeasibly paid in
      full, to the Borrower or as otherwise required by Law.

    


    Subject
      to Section
      2.03(c),
      amounts
      used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
      pursuant to clause Fifth
      above
      shall be applied to satisfy drawings under such Letters of Credit as they occur.
      If any amount remains on deposit as Cash Collateral after all Letters of Credit
      have either been fully drawn or expired, such remaining amount shall be applied
      to the other Obligations, if any, in the order set forth above.

     

    ARTICLE
      IX.

    ADMINISTRATIVE
      AGENT 

     

    9.01 Appointment
      and Authority.
      Each of
      the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America
      to
      act on its behalf as the Administrative Agent hereunder and under the other
      Loan
      Documents and authorizes the Administrative Agent to take such actions on its
      behalf and to exercise such powers as are delegated to the Administrative Agent
      by the terms hereof or thereof, together with such actions and powers as are
      reasonably incidental thereto. The provisions of this Article are solely for
      the
      benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither
      the Borrower nor any other Loan Party shall have rights as a third party
      beneficiary of any of such provisions.

     

    9.02 Rights
      as a Lender.
      The
      Person serving as the Administrative Agent hereunder shall have the same rights
      and powers in its capacity as a Lender as any other Lender and may exercise
      the
      same as though it were not the Administrative Agent and the term “Lender”
or


    
      
        
        

      

      
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    “Lenders”
      shall, unless otherwise expressly indicated or unless the context otherwise
      requires, include the Person serving as the Administrative Agent hereunder
      in
      its individual capacity. Such Person and its Affiliates may accept deposits
      from, lend money to, act as the financial advisor or in any other advisory
      capacity for and generally engage in any kind of business with the Borrower
      or
      any Subsidiary or other Affiliate thereof as if such Person were not the
      Administrative Agent hereunder and without any duty to account therefor to
      the
      Lenders.

     

    9.03 Exculpatory
      Provisions.
      The
      Administrative Agent shall not have any duties or obligations except those
      expressly set forth herein and in the other Loan Documents. Without limiting
      the
      generality of the foregoing, the Administrative Agent:

    


    (a) shall
      not
      be subject to any fiduciary or other implied duties, regardless of whether
      a
      Default has occurred and is continuing;

    


    (b) shall
      not
      have any duty to take any discretionary action or exercise any discretionary
      powers, except discretionary rights and powers expressly contemplated hereby
      or
      by the other Loan Documents that the Administrative Agent is required to
      exercise as directed in writing by the Required Lenders (or such other number
      or
      percentage of the Lenders as shall be expressly provided for herein or in the
      other Loan Documents), provided
      that the
      Administrative Agent shall not be required to take any action that, in its
      opinion or the opinion of its counsel, may expose the Administrative Agent
      to
      liability or that is contrary to any Loan Document or applicable law;
      and

    


    (c) shall
      not, except as expressly set forth herein and in the other Loan Documents,
      have
      any duty to disclose, and shall not be liable for the failure to disclose,
      any
      information relating to the Borrower or any of its Affiliates that is
      communicated to or obtained by the Person serving as the Administrative Agent
      or
      any of its Affiliates in any capacity.

    


    The
      Administrative Agent shall not be liable for any action taken or not taken
      by it
      (i) with the consent or at the request of the Required Lenders (or such other
      number or percentage of the Lenders as shall be necessary, or as the
      Administrative Agent shall believe in good faith shall be necessary, under
      the
      circumstances as provided in Sections
      10.01
      and
8.02)
      or (ii)
      in the absence of its own gross negligence or willful misconduct. The
      Administrative Agent shall be deemed not to have knowledge of any Default unless
      and until written notice describing such Default is given to the Administrative
      Agent by the Borrower, a Lender or the L/C Issuer.

    


    The
      Administrative Agent shall not be responsible for or have any duty to ascertain
      or inquire into (i) any statement, warranty or representation made in or in
      connection with this Agreement or any other Loan Document, (ii) the contents
      of
      any certificate, report or other document delivered hereunder or thereunder
      or
      in connection herewith or therewith, (iii) the performance or observance of
      any
      of the covenants, agreements or other terms or conditions set forth herein
      or
      therein or the occurrence of any Default, (iv) the validity, enforceability,
      effectiveness or genuineness of this Agreement, any other Loan Document or
      any
      other agreement, instrument or document or (v) the satisfaction of any condition
      set forth in Article
      IV
      or
      elsewhere herein, other than to confirm receipt of items expressly required
      to
      be delivered to the Administrative Agent.


    
      
        
        

      

      
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    9.04 Reliance
      by Administrative Agent.
      The
      Administrative Agent shall be entitled to rely upon, and shall not incur any
      liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing (including any electronic
      message, Internet or intranet website posting or other distribution) believed
      by
      it to be genuine and to have been signed, sent or otherwise authenticated by
      the
      proper Person. The Administrative Agent also may rely upon any statement made
      to
      it orally or by telephone and believed by it to have been made by the proper
      Person, and shall not incur any liability for relying thereon. In determining
      compliance with any condition hereunder to the making of a Loan, or the issuance
      of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
      of a Lender or the L/C Issuer, the Administrative Agent may presume that such
      condition is satisfactory to such Lender or the L/C Issuer unless the
      Administrative Agent shall have received notice to the contrary from such Lender
      or the L/C Issuer prior to the making of such Loan or the issuance of such
      Letter of Credit. The Administrative Agent may consult with legal counsel (who
      may be counsel for the Borrower), independent accountants and other experts
      selected by it, and shall not be liable for any action taken or not taken by
      it
      in accordance with the advice of any such counsel, accountants or
      experts.

     

    9.05 Delegation
      of Duties.
      The
      Administrative Agent may perform any and all of its duties and exercise its
      rights and powers hereunder or under any other Loan Document by or through
      any
      one or more sub-agents appointed by the Administrative Agent. The Administrative
      Agent and any such sub-agent may perform any and all of its duties and exercise
      its rights and powers by or through their respective Related Parties. The
      exculpatory provisions of this Article shall apply to any such sub-agent and
      to
      the Related Parties of the Administrative Agent and any such sub-agent, and
      shall apply to their respective activities in connection with the syndication
      of
      the credit facilities provided for herein as well as activities as
      Administrative Agent.

     

    9.06 Resignation
      of Administrative Agent.
      The
      Administrative Agent may at any time give notice of its resignation to the
      Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of
      resignation, the Required Lenders shall have the right, in consultation with
      the
      Borrower, to appoint a successor, which shall be a bank with an office in the
      United States, or an Affiliate of any such bank with an office in the United
      States. If no such successor shall have been so appointed by the Required
      Lenders and shall have accepted such appointment within 30 days after the
      retiring Administrative Agent gives notice of its resignation, then the retiring
      Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint
      a
      successor Administrative Agent meeting the qualifications set forth above;
      provided
      that if
      the Administrative Agent shall notify the Borrower and the Lenders that no
      qualifying Person has accepted such appointment, then such resignation shall
      nonetheless become effective in accordance with such notice and (1) the retiring
      Administrative Agent shall be discharged from its duties and obligations
      hereunder and under the other Loan Documents and (2) all payments,
      communications and determinations provided to be made by, to or through the
      Administrative Agent shall instead be made by or to each Lender and the L/C
      Issuer directly, until such time as the Required Lenders appoint a successor
      Administrative Agent as provided for above in this Section. Upon the acceptance
      of a successor’s appointment as Administrative Agent hereunder, such successor
      shall succeed to and become vested with all of the rights, powers, privileges
      and duties of the retiring (or retired) Administrative Agent, and the retiring
      Administrative Agent shall be discharged from all of its duties and obligations
      hereunder or under the other Loan Documents (if not already discharged therefrom
      as provided above in this Section). The fees


    
      
        
        

      

      
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    payable
      by the Borrower to a successor Administrative Agent shall be the same as those
      payable to its predecessor unless otherwise agreed between the Borrower and
      such
      successor. After the retiring Administrative Agent’s resignation hereunder and
      under the other Loan Documents, the provisions of this Article and Section
      10.04
      shall
      continue in effect for the benefit of such retiring Administrative Agent, its
      sub-agents and their respective Related Parties in respect of any actions taken
      or omitted to be taken by any of them while the retiring Administrative Agent
      was acting as Administrative Agent.

     

    Any
      resignation by Bank of America as Administrative Agent pursuant to this Section
      shall also constitute its resignation as L/C Issuer and Swing Line Lender.
      Upon
      the acceptance of a successor’s appointment as Administrative Agent hereunder,
      (a) such successor shall succeed to and become vested with all of the rights,
      powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender,
      (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from
      all
      of their respective duties and obligations hereunder or under the other Loan
      Documents, and (c) the successor L/C Issuer shall issue letters of credit in
      substitution for the Letters of Credit, if any, outstanding at the time of
      such
      succession or make other arrangements satisfactory to the retiring L/C Issuer
      to
      effectively assume the obligations of the retiring L/C Issuer with respect
      to
      such Letters of Credit.

     

    9.07 Non-Reliance
      on Administrative Agent and Other Lenders.
      Each
      Lender and the L/C Issuer acknowledges that it has, independently and without
      reliance upon the Administrative Agent or any other Lender or any of their
      Related Parties and based on such documents and information as it has deemed
      appropriate, made its own credit analysis and decision to enter into this
      Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
      independently and without reliance upon the Administrative Agent or any other
      Lender or any of their Related Parties and based on such documents and
      information as it shall from time to time deem appropriate, continue to make
      its
      own decisions in taking or not taking action under or based upon this Agreement,
      any other Loan Document or any related agreement or any document furnished
      hereunder or thereunder.

     

    9.08 No
      Other Duties, Etc.
      Anything herein to the contrary notwithstanding, none of the Book Managers,
      Arrangers, Syndication Agents or Documentation Agents listed on the cover page
      hereof shall have any powers, duties or responsibilities under this Agreement
      or
      any of the other Loan Documents, except in its capacity, as applicable, as
      the
      Administrative Agent, a Lender or the L/C Issuer hereunder.

     

    9.09 Administrative
      Agent May File Proofs of Claim.
      In case
      of the pendency of any proceeding under any Debtor Relief Law or any other
      judicial proceeding relative to any Loan Party, the Administrative Agent
      (irrespective of whether the principal of any Loan or L/C Obligation shall
      then
      be due and payable as herein expressed or by declaration or otherwise and
      irrespective of whether the Administrative Agent shall have made any demand
      on
      the Borrower) shall be entitled and empowered, by intervention in such
      proceeding or otherwise

    


    (a) to
      file
      and prove a claim for the whole amount of the principal and interest owing
      and
      unpaid in respect of the Loans, L/C Obligations and all other Obligations that
      are owing and unpaid and to file such other documents as may be necessary or
      advisable in order to have the claims of the Lenders, the L/C Issuer and the
      Administrative Agent (including any claim for the


    
      
        
        

      

      
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    reasonable
      compensation, expenses, disbursements and advances of the Lenders, the L/C
      Issuer and the Administrative Agent and their respective agents and counsel
      and
      all other amounts due the Lenders, the L/C Issuer and the Administrative Agent
      under Sections
      2.03(i)
      and
(j),
      2.09
      and
10.04)
      allowed
      in such judicial proceeding; and

    


    (b) to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute the same;

    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender and the L/C Issuer to make such payments to the Administrative Agent
      and,
      in the event that the Administrative Agent shall consent to the making of such
      payments directly to the Lenders and the L/C Issuer, to pay to the
      Administrative Agent any amount due for the reasonable compensation, expenses,
      disbursements and advances of the Administrative Agent and its agents and
      counsel, and any other amounts due the Administrative Agent under Sections
      2.09
      and
10.04.

     

    Nothing
      contained herein shall be deemed to authorize the Administrative Agent to
      authorize or consent to or accept or adopt on behalf of any Lender or the L/C
      Issuer any plan of reorganization, arrangement, adjustment or composition
      affecting the Obligations or the rights of any Lender or the L/C Issuer to
      authorize the Administrative Agent to vote in respect of the claim of any Lender
      or the L/C Issuer in any such proceeding.

     

    9.10 Collateral
      and Guaranty Matters.
      The
      Lenders and the L/C Issuer irrevocably authorize the Administrative Agent,
      at
      its option and in its discretion,

    


    (a) to
      release any Lien on any property granted to or held by the Administrative Agent
      under any Loan Document (i) upon termination of the Aggregate Commitments and
      payment in full of all Obligations (other than contingent indemnification
      obligations) and the expiration or termination of all Letters of Credit, (ii)
      that is sold or to be sold as part of or in connection with any sale permitted
      hereunder or under any other Loan Document, or (iii) subject to Section
      10.01,
      if
      approved, authorized or ratified in writing by the Required
      Lenders;

    


    (b) to
      subordinate any Lien on any property granted to or held by the Administrative
      Agent under any Loan Document to the holder of any Lien on such property that
      is
      permitted by Section
      7.03(f),
      (g),
      (h)
      or
(i);
      and

    


    (c) to
      release any Guarantor from its obligations under the Subsidiary Guaranty if
      such
      Person ceases to be a Subsidiary as a result of a transaction permitted
      hereunder.

    


    Upon
      request by the Administrative Agent at any time, the Required Lenders will
      confirm in writing the Administrative Agent’s authority to release or
      subordinate its interest in particular types or items of property, or to release
      any Guarantor from its obligations under the Subsidiary Guaranty pursuant to
      this Section
      9.10.


    
      
        
        

      

      
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    ARTICLE
      X.

    MISCELLANEOUS

     

    10.01 Amendments,
      Etc.
      No
      amendment or waiver of any provision of this Agreement or any other Loan
      Document, and no consent to any departure by the Borrower or any other Loan
      Party therefrom, shall be effective unless in writing signed by the Required
      Lenders and the Borrower or the applicable Loan Party, as the case may be,
      and
      acknowledged by the Administrative Agent, and each such waiver or consent shall
      be effective only in the specific instance and for the specific purpose for
      which given; provided,
      however,
      that no
      such amendment, waiver or consent shall: 

    


    (a) waive
      any
      condition set forth in Section
      4.01(a)
      without
      the written consent of each Lender;

    


    (b) extend
      or
      increase the Commitment of any Lender (or reinstate any Commitment terminated
      pursuant to Section
      8.02)
      without
      the written consent of such Lender;

    


    (c) postpone
      any date fixed by this Agreement or any other Loan Document for any payment
      or
      mandatory prepayment of principal, interest, fees or other amounts due to the
      Lenders (or any of them) hereunder or under any other Loan Document without
      the
      written consent of each Lender directly affected thereby;

    


    (d) reduce
      the principal of, or the rate of interest specified herein on, any Loan or
      L/C
      Borrowing, or (subject to clause (iv) of the second proviso to this Section
      10.01)
      any
      fees or other amounts payable hereunder or under any other Loan Document without
      the written consent of each Lender directly affected thereby; provided,
      however,
      that
      only the consent of the Required Lenders shall be necessary (i) to amend the
      definition of “Default Rate” or to waive any obligation of the Borrower to pay
      interest or Letter of Credit Fees at the Default Rate or (ii) to amend any
      financial covenant hereunder (or any defined term used therein) even if the
      effect of such amendment would be to reduce the rate of interest on any Loan
      or
      L/C Borrowing or to reduce any fee payable hereunder;

    


    (e) change
      Section
      2.13
      or
Section
      8.03
      in a
      manner that would alter the pro rata sharing of payments required thereby
      without the written consent of each Lender; 

    


    (f) change
      any provision of this Section or the definition of “Required Lenders” or any
      other provision hereof specifying the number or percentage of Lenders required
      to amend, waive or otherwise modify any rights hereunder or make any
      determination or grant any consent hereunder, without the written consent of
      each Lender; or

    


    (g) release
      all or substantially all of the Guarantors, or release all or substantially
      all
      of the Collateral in any transaction or series of transactions without the
      written consent of each Lender; 

    


    and,
      provided further,
      that
      (i) no amendment, waiver or consent shall, unless in writing and signed by
      the
      L/C Issuer in addition to the Lenders required above, affect the rights or
      duties of the L/C Issuer under this Agreement or any Issuer Document relating
      to
      any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver
      or
      consent shall, unless in writing and


    
      
        
        

      

      
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    signed
      by
      the Swing Line Lender in addition to the Lenders required above, affect the
      rights or duties of the Swing Line Lender under this Agreement; (iii) no
      amendment, waiver or consent shall, unless in writing and signed by the
      Administrative Agent in addition to the Lenders required above, affect the
      rights or duties of the Administrative Agent under this Agreement or any other
      Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges
      thereunder waived, in a writing executed only by the parties thereto.
      Notwithstanding anything to the contrary herein, no Defaulting Lender shall
      have
      any right to approve or disapprove any amendment, waiver or consent hereunder,
      except that the Commitment of such Lender may not be increased or extended
      without the consent of such Lender.

     

    10.02 Notices;
      Effectiveness; Electronic Communication.
      

    


    (a) Notices
      Generally.
      Except
      in the case of notices and other communications expressly permitted to be given
      by telephone (and except as provided in subsection (b) below), all notices
      and
      other communications provided for herein shall be in writing and shall be
      delivered by hand or overnight courier service, mailed by certified or
      registered mail or sent by telecopier as follows, and all notices and other
      communications expressly permitted hereunder to be given by telephone shall
      be
      made to the applicable telephone number, as follows:

    


    (i) if
      to the
      Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender,
      to
      the address, telecopier number, electronic mail address or telephone number
      specified for such Person on Schedule
      10.02;
      and


    


    (ii) if
      to any
      other Lender, to the address, telecopier number, electronic mail address or
      telephone number specified in its Administrative Questionnaire.

    


    Notices
      sent by hand or overnight courier service, or mailed by certified or registered
      mail, shall be deemed to have been given when received; notices sent by
      telecopier shall be deemed to have been given when sent (except that, if not
      given during normal business hours for the recipient, shall be deemed to have
      been given at the opening of business on the next business day for the
      recipient). Notices delivered through electronic communications to the extent
      provided in subsection (b) below, shall be effective as provided in such
      subsection (b).

    


    (b) Electronic
      Communications.
      Notices
      and other communications to the Lenders and the L/C Issuer hereunder may be
      delivered or furnished by electronic communication (including e-mail and
      Internet or intranet websites) pursuant to procedures approved by the
      Administrative Agent, provided
      that the
      foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant
      to
Article
      II
      if such
      Lender or the L/C Issuer, as applicable, has notified the Administrative Agent
      that it is incapable of receiving notices under such Article by electronic
      communication. The Administrative Agent or the Borrower may, in its discretion,
      agree to accept notices and other communications to it hereunder by electronic
      communications pursuant to procedures approved by it, provided
      that
      approval of such procedures may be limited to particular notices or
      communications.

    


    Unless
      the Administrative Agent otherwise prescribes, (i) notices and other
      communications sent to an e-mail address shall be deemed received upon the
      sender’s receipt of an acknowledgement from the intended recipient (such as by
      the “return receipt requested”


    
      
        
        

      

      
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    function,
      as available, return e-mail or other written acknowledgement), provided
      that if
      such notice or other communication is not sent during the normal business hours
      of the recipient, such notice or communication shall be deemed to have been
      sent
      at the opening of business on the next business day for the recipient, and
      (ii)
      notices or communications posted to an Internet or intranet website shall be
      deemed received upon the deemed receipt by the intended recipient at its e-mail
      address as described in the foregoing clause (i) of notification that such
      notice or communication is available and identifying the website address
      therefor.

    


    (c) The
      Platform.
      THE
      PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED
      BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS
      OR
      THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN
      OR
      OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
      OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
      PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM
      VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH
      THE
      BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent
      or any of its Related Parties (collectively, the “Agent
      Parties”)
      have
      any liability to the Borrower, any Lender, the L/C Issuer or any other Person
      for losses, claims, damages, liabilities or expenses of any kind (whether in
      tort, contract or otherwise) arising out of the Borrower’s or the Administrative
      Agent’s transmission of Borrower Materials through the Internet, except to the
      extent that such losses, claims, damages, liabilities or expenses are determined
      by a court of competent jurisdiction by a final and nonappealable judgment to
      have resulted from the gross negligence or willful misconduct of such Agent
      Party; provided,
      however,
      that in
      no event shall any Agent Party have any liability to the Borrower, any Lender,
      the L/C Issuer or any other Person for indirect, special, incidental,
      consequential or punitive damages (as opposed to direct or actual
      damages).

    


    (d) Change
      of Address, Etc.
      Each of
      the Borrower, the Administrative Agent, the L/C Issuer
      and the Swing Line Lender may change its address, telecopier or telephone number
      for notices and other communications hereunder by notice to the other parties
      hereto. Each other Lender may change its address, telecopier or telephone number
      for notices and other communications hereunder by notice to the Borrower, the
      Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition,
      each Lender agrees to notify the Administrative Agent from time to time to
      ensure that the Administrative Agent has on record (i) an effective address,
      contact name, telephone number, telecopier number and electronic mail address
      to
      which notices and other communications may be sent and (ii) accurate wire
      instructions for such Lender.

    


    (e) Reliance
      by Administrative Agent, L/C Issuer and Lenders. The
      Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely
      and act upon any notices (including telephonic Revolving Loan Notices and Swing
      Line Loan Notices) purportedly given by or on behalf of the Borrower even if
      (i)
      such notices were not made in a manner specified herein, were incomplete or
      were
      not preceded or followed by any other form of notice specified herein, or (ii)
      the terms thereof, as understood by the recipient, varied from any confirmation
      thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuer,
      each Lender and the Related Parties of each of them from all losses, costs,
      expenses and liabilities resulting


    
      
        
        

      

      
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    from
      the
      reliance by such Person on each notice purportedly given by or on behalf of
      the
      Borrower. All telephonic notices to and other telephonic communications with
      the
      Administrative Agent may be recorded by the Administrative Agent, and each
      of
      the parties hereto hereby consents to such recording.

     

    10.03 No
      Waiver; Cumulative Remedies.
      No
      failure by any Lender, the L/C Issuer or the Administrative Agent to exercise,
      and no delay by any such Person in exercising, any right, remedy, power or
      privilege hereunder shall operate as a waiver thereof; nor shall any single
      or
      partial exercise of any right, remedy, power or privilege hereunder preclude
      any
      other or further exercise thereof or the exercise of any other right, remedy,
      power or privilege. The rights, remedies, powers and privileges herein provided
      are cumulative and not exclusive of any rights, remedies, powers and privileges
      provided by law.

     

    10.04 Expenses;
      Indemnity; Damage Waiver.
      

    


    (a) Costs
      and Expenses.
      The
      Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
      Administrative Agent and its Affiliates (including the reasonable fees, charges
      and disbursements of counsel for the Administrative Agent), in connection with
      the syndication of the credit facilities provided for herein, the preparation,
      negotiation, execution, delivery and administration of this Agreement and the
      other Loan Documents or any amendments, modifications or waivers of the
      provisions hereof or thereof (whether or not the transactions contemplated
      hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
      expenses incurred by the L/C Issuer in connection with the issuance, amendment,
      renewal or extension of any Letter of Credit or any demand for payment
      thereunder and (iii) all out-of-pocket expenses incurred by the Administrative
      Agent, any Lender or the L/C Issuer (including the fees, charges and
      disbursements of any counsel for the Administrative Agent, any Lender or the
      L/C
      Issuer), and shall pay all fees and time charges for attorneys who may be
      employees of the Administrative Agent, any Lender or the L/C Issuer, in
      connection with the enforcement or protection of its rights (A) in connection
      with this Agreement and the other Loan Documents, including its rights under
      this Section, or (B) in connection with the Loans made or Letters of Credit
      issued hereunder, including all such out-of-pocket expenses incurred during
      any
      workout, restructuring or negotiations in respect of such Loans or Letters
      of
      Credit.

    


    (b) Indemnification
      by the Borrower.
      Each of
      the Parent and the Borrower shall indemnify the Administrative Agent (and any
      sub-agent thereof), each Lender and the L/C Issuer, and each Related Party
      of
      any of the foregoing Persons (each such Person being called an “Indemnitee”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses (including the fees, charges and
      disbursements of any counsel for any Indemnitee), and shall indemnify and hold
      harmless each Indemnitee from all fees and time charges and disbursements for
      attorneys who may be employees of any Indemnitee, incurred by any Indemnitee
      or
      asserted against any Indemnitee by any third party or by the Borrower or the
      Parent or any other Loan Party arising out of, in connection with, or as a
      result of (i) the execution or delivery of this Agreement, any other Loan
      Document or any agreement or instrument contemplated hereby or thereby, the
      performance by the parties hereto of their respective obligations hereunder
      or
      thereunder, the consummation of the transactions contemplated hereby or thereby
      or, in the case of the Administrative agent (and any sub-agent thereof) and
      its
      Related Parties only, the administration of this Agreement and the other
      Loan


    
      
        
        

      

      
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    Documents,
      (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds
      therefrom (including any refusal by the L/C Issuer to honor a demand for payment
      under a Letter of Credit if the documents presented in connection with such
      demand do not strictly comply with the terms of such Letter of Credit), or
      (iii)
      any actual or prospective claim, litigation, investigation or proceeding
      relating to any of the foregoing, whether based on contract, tort or any other
      theory, whether brought by a third party or by the Borrower or by the Parent
      or
      any other Loan Party, and regardless of whether any Indemnitee is a party
      thereto; provided
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses (x) are determined
      by a court of competent jurisdiction by final and nonappealable judgment to
      have
      resulted from the gross negligence or willful misconduct of such Indemnitee
      or
      (y) result from a claim brought by the Borrower or by the Parent or any other
      Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s
      obligations hereunder or under any other Loan Document, if the Borrower or
      the
      Parent or such Loan Party has obtained a final and nonappealable judgment in
      its
      favor on such claim as determined by a court of competent
      jurisdiction.

    


    (c) Reimbursement
      by Lenders.
      To the
      extent that the Borrower or the Parent for any reason fails to indefeasibly
      pay
      any amount required under subsection (a) or (b) of this Section to be paid
      by it
      to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any
      Related Party of any of the foregoing, each Lender severally agrees to pay
      to
      the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related
      Party, as the case may be, such Lender’s Applicable Percentage (determined as of
      the time that the applicable unreimbursed expense or indemnity payment is
      sought) of such unpaid amount, provided
      that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against the
      Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
      as such, or against any Related Party of any of the foregoing acting for the
      Administrative Agent (or any such sub-agent) or L/C Issuer in connection with
      such capacity. The obligations of the Lenders under this subsection (c) are
      subject to the provisions of Section
      2.12(d).

    


    (d) Waiver
      of Consequential Damages, Etc.
      To the
      fullest extent permitted by applicable law, neither the Parent nor the Borrower
      shall assert, and each of them hereby waives, any claim against any Indemnitee,
      on any theory of liability, for special, indirect, consequential or punitive
      damages (as opposed to direct or actual damages) arising out of, in connection
      with, or as a result of, this Agreement, any other Loan Document or any
      agreement or instrument contemplated hereby, the transactions contemplated
      hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
      thereof. No Indemnitee referred to in subsection (b) above shall be liable
      for
      any damages arising from the use by unintended recipients of any information
      or
      other materials distributed to such unintended recipients by such Indemnitee
      through telecommunications, electronic or other information transmission systems
      in connection with this Agreement or the other Loan Documents or the
      transactions contemplated hereby or thereby other than for direct or actual
      damages resulting from the gross negligence of willful misconduct of such
      Indemnitee as determined by a final and nonappealable judgment of a court of
      competent jurisdiction.

    


    (e) Payments.
      All
      amounts due under this Section shall be payable not later than ten Business
      Days
      after demand therefor.


    
      
        
        

      

      
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    (f) Survival.
      The
      agreements in this Section shall survive the resignation of the Administrative
      Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender,
      the termination of the Aggregate Commitments and the repayment, satisfaction
      or
      discharge of all the other Obligations.

     

    10.05 Payments
      Set Aside. To
      the
      extent that any payment by or on behalf of the Borrower or any Loan Party is
      made to the Administrative Agent, the L/C Issuer or any Lender, or the
      Administrative Agent, the L/C Issuer or any Lender exercises its right of
      setoff, and such payment or the proceeds of such setoff or any part thereof
      is
      subsequently invalidated, declared to be fraudulent or preferential, set aside
      or required (including pursuant to any settlement entered into by the
      Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
      repaid to a trustee, receiver or any other party, in connection with any
      proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
      of
      such recovery, the obligation or part thereof originally intended to be
      satisfied shall be revived and continued in full force and effect as if such
      payment had not been made or such setoff had not occurred, and (b) each Lender
      and the L/C Issuer severally agrees to pay to the Administrative Agent upon
      demand its applicable share (without duplication) of any amount so recovered
      from or repaid by the Administrative Agent, plus interest thereon from the
      date
      of such demand to the date such payment is made at a rate per annum equal to
      the
      Federal Funds Rate from time to time in effect. The obligations of the Lenders
      and the L/C Issuer under clause (b) of the preceding sentence shall survive
      the
      payment in full of the Obligations and the termination of this
      Agreement.

     

    10.06 Successors
      and Assigns.
      

    


    (a) Successors
      and Assigns Generally.
      The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby,
      except that neither the Borrower nor any other Loan Party may assign or
      otherwise transfer any of its rights or obligations hereunder without the prior
      written consent of the Administrative Agent and each Lender and no Lender may
      assign or otherwise transfer any of its rights or obligations hereunder except
      (i) to an assignee in accordance with the provisions of subsection (b) of this
      Section, (ii) by way of participation in accordance with the provisions of
      subsection (d) of this Section, or (iii) by way of pledge or assignment of
      a
      security interest subject to the restrictions of subsection (f) of this Section
      (and any other attempted assignment or transfer by any party hereto shall be
      null and void). Nothing in this Agreement, expressed or implied, shall be
      construed to confer upon any Person (other than the parties hereto, their
      respective successors and assigns permitted hereby, Participants to the extent
      provided in subsection (d) of this Section and, to the extent expressly
      contemplated hereby, the Related Parties of each of the Administrative Agent,
      the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
      under or by reason of this Agreement.

    


    (b) Assignments
      by Lenders.
      Any
      Lender may at any time assign to one or more assignees all or a portion of
      its
      rights and obligations under this Agreement (including all or a portion of
      its
      Commitment and the Loans (including for purposes of this subsection (b),
      participations in L/C Obligations and in Swing Line Loans) at the time owing
      to
      it); provided
      that any
      such assignment shall be subject to the following conditions: 

    


    (i) Minimum
      Amounts.


    
      
        
        

      

      
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    (A) in
      the
      case of an assignment of the entire remaining amount of the assigning Lender’s
      Commitment and the Loans at the time owing to it or in the case of an assignment
      to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount
      need be assigned; and

    


    (B) in
      any
      case not described in subsection (b)(i)(A) of this Section, the aggregate amount
      of the Commitment (which for this purpose includes Loans outstanding thereunder)
      or, if the Commitment is not then in effect, the principal outstanding balance
      of the Loans of the assigning Lender subject to each such assignment, determined
      as of the date the Assignment and Assumption with respect to such assignment
      is
      delivered to the Administrative Agent or, if “Trade Date” is specified in the
      Assignment and Assumption, as of the Trade Date, shall not be less than
      $5,000,000 unless each of the Administrative Agent and, so long as no Event
      of
      Default has occurred and is continuing, the Borrower otherwise consents (each
      such consent not to be unreasonably withheld or delayed); provided,
      however,
      that
      concurrent assignments to members of an Assignee Group and concurrent
      assignments from members of an Assignee Group to a single assignee (or to an
      assignee and members of its Assignee Group) will be treated as a single
      assignment for purposes of determining whether such minimum amount has been
      met.


    


    (ii) Proportionate
      Amounts.
      Each
      partial assignment shall be made as an assignment of a proportionate part of
      all
      the assigning Lender’s rights and obligations under this Agreement with respect
      to the Loans or the Commitment assigned, except that this clause (ii) shall
      not
      apply to the Swing Line Lender’s rights and obligations in respect of Swing Line
      Loans. 

    


    (iii) Required
      Consents.
      No
      consent shall be required for any assignment except to the extent required
      by
      subsection (b)(i)(B) of this Section and, in addition: 

    


    (A) the
      consent of the Borrower (such consent not to be unreasonably withheld or
      delayed) shall be required unless (1) an Event of Default has occurred and
      is
      continuing at the time of such assignment or (2) such assignment is to a Lender,
      an Affiliate of a Lender or an Approved Fund;

    


    (B) the
      consent of the Administrative Agent (such consent not to be unreasonably
      withheld or delayed) shall be required if such assignment is to be a Person
      that
      is not a Lender, an Affiliate of such Lender or an Approved Fund with respect
      to
      such Lender;

    


    (C) the
      consent of the L/C Issuer (such consent not to be unreasonably withheld or
      delayed) shall be required for any assignment that increases the obligation
      of
      the assignee to participate in exposure under one or more Letters of Credit
      (whether or not then outstanding); and

    


    (D) the
      consent of the Swing Line Lender (such consent not to be unreasonably withheld
      or delayed) shall be required for any assignment.


    
      
        
        

      

      
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    (iv) Assignment
      and Assumption.
      The
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Assumption, together with a processing and recordation fee
      in
      the amount of $3,500; provided,
      however,
      that
      the Administrative Agent may, in its sole discretion, elect to waive such
      processing and recordation fee in the case of any assignment. The assignee,
      if
      it is not a Lender, shall deliver to the Administrative Agent an Administrative
      Questionnaire.

    


    (v) No
      Assignment to Borrower.
      No such
      assignment shall be made to the Borrower or any of the Borrower’s Affiliates or
      Subsidiaries or the Parent.

    


    (vi) No
      Assignment to Natural Persons.
      No such
      assignment shall be made to a natural person.

    


    Subject
      to acceptance and recording thereof by the Administrative Agent pursuant to
      subsection (c) of this Section, from and after the effective date specified
      in
      each Assignment and Assumption, the assignee thereunder shall be a party to
      this
      Agreement and, to the extent of the interest assigned by such Assignment and
      Assumption, have the rights and obligations of a Lender under this Agreement,
      and the assigning Lender thereunder shall, to the extent of the interest
      assigned by such Assignment and Assumption, be released from its obligations
      under this Agreement (and, in the case of an Assignment and Assumption covering
      all of the assigning Lender’s rights and obligations under this Agreement, such
      Lender shall cease to be a party hereto) but shall continue to be entitled
      to
      the benefits of Sections
      3.01,
      3.04,
      3.05,
      and
10.04
      with
      respect to facts and circumstances occurring prior to the effective date of
      such
      assignment. Upon request, the Borrower (at its expense) shall execute and
      deliver a Note to the assignee Lender. Any assignment or transfer by a Lender
      of
      rights or obligations under this Agreement that does not comply with this
      subsection shall be treated for purposes of this Agreement as a sale by such
      Lender of a participation in such rights and obligations in accordance with
      subsection (d) of this Section.

    


    (c) Register.
      The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrower, shall maintain at the Administrative Agent’s Office a copy of each
      Assignment and Assumption delivered to it and a register for the recordation
      of
      the names and addresses of the Lenders, and the Commitments of, and principal
      amounts of the Loans and L/C Obligations owing to, each Lender pursuant to
      the
      terms hereof from time to time (the “Register”).
      The
      entries in the Register shall be conclusive, and the Borrower, the
      Administrative Agent and the Lenders may treat each Person whose name is
      recorded in the Register pursuant to the terms hereof as a Lender hereunder
      for
      all purposes of this Agreement, notwithstanding notice to the contrary. The
      Register shall be available for inspection by the Borrower and any Lender,
      at
      any reasonable time and from time to time upon reasonable prior notice.


    


    (d) Participations.
      Any
      Lender may at any time, without the consent of, or notice to, the Borrower
      or
      the Administrative Agent, sell participations to any Person (other than a
      natural person or the Borrower or any of the Borrower’s Affiliates or
      Subsidiaries) (each, a “Participant”)
      in all
      or a portion of such Lender’s rights and/or obligations under this Agreement
      (including all or a portion of its Commitment and/or the Loans (including such
      Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
      it); provided
      that (i)
      such


    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    


    Lender’s
      obligations under this Agreement shall remain unchanged, (ii) such Lender shall
      remain solely responsible to the other parties hereto for the performance of
      such obligations and (iii) the Borrower, the Administrative Agent, the Lenders
      and the L/C Issuer shall continue to deal solely and directly with such Lender
      in connection with such Lender’s rights and obligations under this Agreement.


    


    Any
      agreement or instrument pursuant to which a Lender sells such a participation
      shall provide that such Lender shall retain the sole right to enforce this
      Agreement and to approve any amendment, modification or waiver of any provision
      of this Agreement; provided
      that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, waiver or other modification
      described in the first proviso to Section
      10.01
      that
      affects such Participant. Subject to subsection (e) of this Section, the
      Borrower agrees that each Participant shall be entitled to the benefits of
      Sections
      3.01,
      3.04
      and
3.05
      to the
      same extent as if it were a Lender and had acquired its interest by assignment
      pursuant to subsection (b) of this Section. To the extent permitted by law,
      each
      Participant also shall be entitled to the benefits of Section
      10.08
      as
      though it were a Lender, provided
      such
      Participant agrees to be subject to Section
      2.13
      as
      though it were a Lender.

    


    (e) Limitations
      upon Participant Rights.
      A
      Participant shall not be entitled to receive any greater payment under
Section
      3.01
      or
3.04
      than the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant, unless the sale of the participation
      to
      such Participant is made with the Borrower’s prior written consent. A
      Participant that would be a Foreign Lender if it were a Lender shall not be
      entitled to the benefits of Section
      3.01
      unless
      the Borrower is notified of the participation sold to such Participant and
      such
      Participant agrees, for the benefit of the Borrower, to comply with Section
      3.01(e)
      as
      though it were a Lender.

    


    (f) Certain
      Pledges.
      Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement (including under its Note, 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 pledgee or assignee for such Lender as a party
      hereto.

    


    (g) Electronic
      Execution of Assignments.
      The
      words “execution,” “signed,” “signature,”
      and words of like import in any Assignment and Assumption shall be deemed to
      include electronic signatures or the keeping of records in electronic form,
      each
      of which shall be of the same legal effect, validity or enforceability as a
      manually executed signature or the use of a paper-based recordkeeping system,
      as
      the case may be, to the extent and as provided for in any applicable law,
      including the Federal Electronic Signatures in Global and National Commerce
      Act,
      the New York State Electronic Signatures and Records Act, or any other similar
      state laws based on the Uniform Electronic Transactions Act.

    


    (h) Resignation
      as L/C Issuer or Swing Line Lender after Assignment.
      Notwithstanding anything to the contrary contained herein, if at any time Bank
      of America assigns all of its Commitment and Loans pursuant to subsection (b)
      above, Bank of America may, (i) upon 30 days’ notice to the Borrower and the
      Lenders, resign as L/C Issuer and/or (ii)


    
      
        
        

      

      
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    upon
      30
      days’ notice to the Borrower, resign as Swing Line Lender. In the event of any
      such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be
      entitled to appoint from among the Lenders a successor L/C Issuer or Swing
      Line
      Lender hereunder; provided,
      however,
      that no
      failure by the Borrower to appoint any such successor shall affect the
      resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case
      may be. If Bank of America resigns as L/C Issuer, it shall retain all the
      rights, powers, privileges and duties of the L/C Issuer hereunder with respect
      to all Letters of Credit outstanding as of the effective date of its resignation
      as L/C Issuer and all L/C Obligations with respect thereto (including the right
      to require the Lenders to make Base Rate Revolving Loans or fund risk
      participations in Unreimbursed Amounts pursuant to Section
      2.03(c)).
      If
      Bank of America resigns as Swing Line Lender, it shall retain all the rights
      of
      the Swing Line Lender provided for hereunder with respect to Swing Line Loans
      made by it and outstanding as of the effective date of such resignation,
      including the right to require the Lenders to make Base Rate Revolving Loans
      or
      fund risk participations in outstanding Swing Line Loans pursuant to
Section
      2.04(c).
      Upon
      the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such
      successor shall succeed to and become vested with all of the rights, powers,
      privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the
      case may be, and (b) the successor L/C Issuer shall issue letters of credit
      in
      substitution for the Letters of Credit, if any, outstanding at the time of
      such
      successor or make other arrangements satisfactory to Bank of America to
      effectively assume the obligations of Bank of America with respect to such
      Letters of Credit.

     

    10.07 Treatment
      of Certain Information; Confidentiality.
      Each of
      the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
      the
      confidentiality of the Information (as defined below), except that Information
      may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
      partners, directors, officers, employees, agents, advisors and representatives
      (it being understood that the Persons to whom such disclosure is made will
      be
      informed of the confidential nature of such Information and instructed to keep
      such Information confidential), (b) to the extent requested by any regulatory
      authority purporting to have jurisdiction over it (including any self-regulatory
      authority, such as the National Association of Insurance Commissioners), (c)
      to
      the extent required by applicable laws or regulations or by any subpoena or
      similar legal process, (d) to any other party hereto, (e) in connection with
      the
      exercise of any remedies hereunder or under any other Loan Document or any
      action or proceeding relating to this Agreement or any other Loan Document
      or
      the enforcement of rights hereunder or thereunder, (f) subject to an agreement
      containing provisions substantially the same as those of this Section, to (i)
      any assignee of or Participant in, or any prospective assignee of or Participant
      in, any of its rights or obligations under this Agreement or (ii) any actual
      or
      prospective counterparty (or its advisors) to any swap or derivative transaction
      relating to the Borrower and its obligations, (g) with the consent of the
      Borrower or (h) to the extent such Information (x) becomes publicly available
      other than as a result of a breach of this Section or (y) becomes available
      to
      the Administrative Agent, any Lender, the L/C Issuer or any of their respective
      Affiliates on a nonconfidential basis from a source other than the Borrower.
      

    


    For
      purposes of this Section, “Information”
means
      all information received from the Borrower, the Parent or any Subsidiary
      relating to the Borrower, the Parent or any Subsidiary or any of their
      respective businesses, other than any such information that is available to
      the
      Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis
      prior to disclosure by the Borrower, the Parent or any Subsidiary, provided
      that, in
      the case of information received


    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    


    from
      the
      Borrower, the Parent or any Subsidiary after the date hereof, such information
      is clearly identified at the time of delivery as confidential. Any Person
      required to maintain the confidentiality of Information as provided in this
      Section shall be considered to have complied with its obligation to do so if
      such Person has exercised the same degree of care to maintain the
      confidentiality of such Information as such Person would accord to its own
      confidential information.

    


    Each
      of
      the Administrative Agent, the Lenders and the L/C Issuer acknowledges that
      (a)
      the Information may include material non-public information concerning the
      Borrower or a Subsidiary, as the case may be, (b) it has developed compliance
      procedures regarding the use of material non-public information and (c) it
      will
      handle such material non-public information in accordance with applicable Law,
      including federal and state securities Laws.

     

    10.08 Right
      of Setoff.
      If an
      Event of Default shall have occurred and be continuing, each Lender, the L/C
      Issuer and each of their respective Affiliates is hereby authorized at any
      time
      and from time to time, to the fullest extent permitted by applicable law, to
      set
      off and apply any and all deposits (general or special, time or demand,
      provisional or final, in whatever currency) at any time held and other
      obligations (in whatever currency) at any time owing by such Lender, the L/C
      Issuer or any such Affiliate to or for the credit or the account of the Borrower
      or any other Loan Party against any and all of the obligations of the Borrower
      or such Loan Party now or hereafter existing under this Agreement or any other
      Loan Document to such Lender or the L/C Issuer, irrespective of whether or
      not
      such Lender or the L/C Issuer shall have made any demand under this Agreement
      or
      any other Loan Document and although such obligations of the Borrower or such
      Loan Party may be contingent or unmatured or are owed to a branch or office
      of
      such Lender or the L/C Issuer different from the branch or office holding such
      deposit or obligated on such indebtedness. The rights of each Lender, the L/C
      Issuer and their respective Affiliates under this Section are in addition to
      other rights and remedies (including other rights of setoff) that such Lender,
      the L/C Issuer or their respective Affiliates may have. Each Lender and the
      L/C
      Issuer agrees to notify the Borrower and the Administrative Agent promptly
      after
      any such setoff and application, provided
      that the
      failure to give such notice shall not affect the validity of such setoff and
      application.

     

    10.09 Interest
      Rate Limitation. Notwithstanding
      anything to the contrary contained in any Loan Document, the interest paid
      or
      agreed to be paid under the Loan Documents shall not exceed the maximum rate
      of
      non-usurious interest permitted by applicable Law (the “Maximum
      Rate”).
      If
      the Administrative Agent or any Lender shall receive interest in an amount
      that
      exceeds the Maximum Rate, the excess interest shall be applied to the principal
      of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.
      In determining whether the interest contracted for, charged, or received by
      the
      Administrative Agent or a Lender exceeds the Maximum Rate, such Person may,
      to
      the extent permitted by applicable Law, (a) characterize any payment that is
      not
      principal as an expense, fee, or premium rather than interest, (b) exclude
      voluntary prepayments and the effects thereof, and (c) amortize, prorate,
      allocate, and spread in equal or unequal parts the total amount of interest
      throughout the contemplated term of the Obligations hereunder.

     

    10.10 Counterparts;
      Integration; Effectiveness.
      This
      Agreement and the other Loan Documents may be executed in counterparts (and
      by
      different parties hereto in different


    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    


    counterparts),
      each of which shall constitute an original, but all of which when taken together
      shall constitute a single contract. This Agreement and the other Loan Documents
      constitute the entire contract among the parties relating to the subject matter
      hereof and supersede any and all previous agreements and understandings, oral
      or
      written, relating to the subject matter hereof. Except as provided in
Section
      4.01,
      this
      Agreement and the other Loan Documents shall become effective when they shall
      have been executed by the Administrative Agent and when the Administrative
      Agent
      shall have received counterparts hereof that, when taken together, bear the
      signatures of each of the other parties hereto. Delivery of an executed
      counterpart of a signature page of this Agreement and any other Loan Document
      by
      telecopy shall be effective as delivery of a manually executed counterpart
      of
      this Agreement and the other Loan Documents.

     

    10.11 Survival
      of Representations and Warranties.
      All
      representations and warranties made hereunder and in any other Loan Document
      or
      other document delivered pursuant hereto or thereto or in connection herewith
      or
      therewith shall survive the execution and delivery hereof and thereof. Such
      representations and warranties have been or will be relied upon by the
      Administrative Agent and each Lender, regardless of any investigation made
      by
      the Administrative Agent or any Lender or on their behalf and notwithstanding
      that the Administrative Agent or any Lender may have had notice or knowledge
      of
      any Default at the time of any Credit Extension, and shall continue in full
      force and effect as long as any Loan or any other Obligation hereunder shall
      remain unpaid or unsatisfied or any Letter of Credit shall remain
      outstanding.

     

    10.12 Severability.
      If
      any
      provision of this Agreement or the other Loan Documents is held to be illegal,
      invalid or unenforceable, (a) the legality, validity and enforceability of
      the
      remaining provisions of this Agreement and the other Loan Documents shall not
      be
      affected or impaired thereby and (b) the parties shall endeavor in good faith
      negotiations to replace the illegal, invalid or unenforceable provisions with
      valid provisions the economic effect of which comes as close as possible to
      that
      of the illegal, invalid or unenforceable provisions. The invalidity of a
      provision in a particular jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction.

     

    10.13 Replacement
      of Lenders.
      If any
      Lender requests compensation under Section
      3.04,
      or if
      the Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section
      3.01,
      or if
      any Lender is a Defaulting Lender, then the Borrower may, at its sole expense
      and effort, upon notice to such Lender and the Administrative Agent, require
      such Lender to assign and delegate, without recourse (in accordance with and
      subject to the restrictions contained in, and consents required by, Section
      10.06),
      all of
      its interests, rights and obligations under this Agreement and the related
      Loan
      Documents to an assignee that shall assume such obligations (which assignee
      may
      be another Lender, if a Lender accepts such assignment), provided
      that:

    


    (a) the
      Borrower shall have paid to the Administrative Agent the assignment fee
      specified in Section
      10.06(b);

    


    (b) such
      Lender shall have received payment of an amount equal to the outstanding
      principal of its Loans and L/C Advances, accrued interest thereon, accrued
      fees
      and all other amounts payable to it hereunder and under the other Loan Documents
      (including any amounts


    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    


    under
      Section
      3.05)
      from
      the assignee (to the extent of such outstanding principal and accrued interest
      and fees) or the Borrower (in the case of all other amounts);

    


    (c) in
      the
      case of any such assignment resulting from a claim for compensation under
Section
      3.04
      or
      payments required to be made pursuant to Section
      3.01,
      such
      assignment will result in a reduction in such compensation or payments
      thereafter; and

    


    (d) such
      assignment does not conflict with applicable Laws.

    


    A
      Lender
      shall not be required to make any such assignment or delegation if, prior
      thereto, as a result of a waiver by such Lender or otherwise, the circumstances
      entitling the Borrower to require such assignment and delegation cease to
      apply.

     

    10.14 Governing
      Law; Jurisdiction; Etc.
      

    


    (a) GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
      THE
      STATE OF TENNESSEE.

    


    (b) SUBMISSION
      TO JURISDICTION.
      THE
      BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
      FOR
      ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF
      THE
      STATE OF TENNESSEE SITTING IN HAMILTON COUNTY
      AND OF THE UNITED STATES DISTRICT COURT OF THE EASTERN DISTRICT OF TENNESSEE,
      AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
      OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
      RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
      IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
      ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH TENNESSEE STATE COURT
      OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
      EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
      OR
      PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
      SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
      AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
      ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING
      ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
      AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN
      THE
      COURTS OF ANY JURISDICTION.

    


    (c) WAIVER
      OF VENUE.
      THE
      BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES,
      TO
      THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
      OR
      HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
      OF
      OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED
      TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY
      IRREVOCABLY WAIVES,


    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    


    TO
      THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
      FORUM
      TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

    


    (d) SERVICE
      OF PROCESS.
      EACH
      PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
      FOR NOTICES IN SECTION
      10.02.
      NOTHING
      IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS
      IN
      ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

     

    10.15 Waiver
      of Jury Trial.
      EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
      DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
      OTHER
      LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
      ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT
      NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
      OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
      SEEK
      TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
      PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
      LOAN
      DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
      THIS
      SECTION. 

     

    10.16 No
      Advisory or Fiduciary Responsibility.
      In
      connection with all aspects of each
      transaction contemplated hereby, the Borrower and each other Loan Party
      acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:
      (i) the credit facility provided for hereunder and any related arranging or
      other services in connection therewith (including in connection with any
      amendment, waiver or other modification hereof or of any other Loan Document)
      are an arm’s-length commercial transaction between the Borrower and each other
      Loan Party and their respective Affiliates, on the one hand, and the
      Administrative Agent and the Arranger, on the other hand, the Borrower and
      each
      other Loan Party is capable of evaluating and understanding and understands
      and
      accepts the terms, risks and conditions of the transactions contemplated hereby
      and by the other Loan Documents (including any amendment, waiver or other
      modification hereof or thereof); (ii) in connection with the process leading
      to
      such transaction, the Administrative Agent and the Arranger each is and has
      been
      acting solely as a principal and is not the financial advisor, agent or
      fiduciary, for the Borrower, any other Loan Party or any of their respective
      Affiliates, stockholders, creditors or employees or any other Person; (iii)
      neither the Administrative Agent nor the Arranger has assumed or will assume
      an
      advisory, agency or fiduciary responsibility in favor of the Borrower or any
      other Loan Party with respect to any of the transactions contemplated hereby
      or
      the process leading thereto, including with respect to any amendment, waiver
      or
      other modification hereof or of any other Loan Document (irrespective of whether
      the Administrative Agent or the
      Arranger has advised or is currently advising the Borrower, any other Loan
      Party
      or any of their respective Affiliates on other matters) and neither the
      Administrative Agent nor Arranger has any obligation to the Borrower, any other
      Loan Party or any of their respective Affiliates with respect to
      the


    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    


    transactions
      contemplated hereby except those obligations expressly set forth herein and
      in
      the other Loan Documents; (iv) the Administrative Agent and the
      Arranger and their respective Affiliates may be engaged in a broad range of
      transactions that involve interests that differ from those of the Borrower,
      the
      other Loan Parties and their respective Affiliates, and neither the
      Administrative Agent nor the Arranger has any obligation to disclose any of
      such
      interests by virtue of any advisory, agency or fiduciary relationship; and
      (v)
      the Administrative Agent and the Arranger have not provided and will not provide
      any legal, accounting, regulatory or tax advice with respect to any of the
      transactions contemplated hereby (including any amendment, waiver or other
      modification hereof or of any other Loan Document) and each of the Borrower
      and
      the other Loan Parties has consulted its own legal, accounting, regulatory
      and
      tax advisors to the extent it has deemed appropriate. Each of the Borrower
      and
      the other Loan Parties hereby waives and releases, to the fullest extent
      permitted by law, any claims that it may have against the Administrative Agent
      and the Arranger with respect to any breach or alleged breach of agency or
      fiduciary duty. 

     

    10.17 USA
      PATRIOT Act Notice.
      Each
      Lender that is subject to the Act (as hereinafter defined) and the
      Administrative Agent (for itself and not on behalf of any Lender) hereby
      notifies the Borrower that pursuant to the requirements of the USA PATRIOT
      Act
      (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”),
      it is
      required to obtain, verify and record information that identifies the Borrower,
      which information includes the name and address of the Borrower and other
      information that will allow such Lender or the Administrative Agent, as
      applicable, to identify the Borrower in accordance with the Act.

    



    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the
      parties hereto have caused this Agreement to be duly executed as of the date
      first above written.

    


    
      	 	
              COVENANT
                ASSET MANAGEMENT, INC.,
                a
                Nevada corporation

            
	 	 	 
	 	
              By:

            	
              /s/
                Joey B. Hogan

            
	 	
              Name:

            	
              Joey
                B. Hogan

            
	 	
              Title:

            	
              Vice
                President

            
	 	 	 
	 	 	 
	 	
              COVENANT
                TRANSPORT, INC.,
                a
                Nevada corporation

            
	 	 	 
	 	
              By:

            	
              /s/
                Joey B. Hogan

            
	 	
              Name:

            	
              Joey
                B. Hogan

            
	 	
              Title:

            	
              Executive
                Vice President, Chief Financial

              Officer,
                and Treasurer

            
	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              BANK
                OF AMERICA, N.A., as
                

              Administrative
                Agent

            
	 	 	 
	 	
              By:

            	
              /s/
                Ronaldo Naval

            
	 	
              Name:

            	
              Ronaldo
                Naval

            
	 	
              Title:

            	
              Vice
                President

            
	 	 	 


    

    


    


    SECOND
      AMENDED AND RESTATED CREDIT AGREEMENT

    Signature
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              BANK
                OF AMERICA, N.A., as
                a Lender, L/C Issuer and Swing Line Lender

            
	 	 	 
	 	
              By:

            	
              /s/
                Andrew D. Bunton

            
	 	
              Name:

            	
              Andrew
                D. Bunton

            
	 	
              Title:

            	
              Vice
                President

            
	 	 	 


    

    


    


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              NATIONAL
                CITY BANK

            
	 	 	 
	 	
              By:

            	
              /s/
                Kevin L. Anderson

            
	 	
              Name:

            	
              Kevin
                L. Anderson

            
	 	
              Title:

            	
              Sr.
                Vice President

            
	 	 	 


    

    


    


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              BRANCH
                BANKING AND TRUST COMPANY

            
	 	 	 
	 	
              By:

            	
              /s/
                R. Andrew Beam

            
	 	
              Name:

            	
              R.
                Andrew Beam

            
	 	
              Title:

            	
              Senior
                Vice President

            
	 	 	 


    

    


    


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              FIRST
                TENNESSEE BANK NATIONAL

              ASSOCIATION

            
	 	 	 
	 	
              By:

            	
              /s/
                Robert T. Lusk

            
	 	
              Name:

            	
              Robert
                T. Lusk

            
	 	
              Title:

            	
              Vice
                President

            
	 	 	 


    

    


    


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              REGIONS
                BANK, SUCCESSOR BY MERGER

              TO
                AMSOUTH BANK

            
	 	 	 
	 	
              By:

            	
              /s/
                W. Walter Robinson III

            
	 	
              Name:

            	
              W.
                Walter Robinson III

            
	 	
              Title:

            	
              Vice
                President

            
	 	 	 


    

    


    


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              SOVEREIGN
                BANK

            
	 	 	 
	 	
              By:

            	
              /s/
                Phillip J. Lynch

            
	 	
              Name:

            	
              Phillip
                J. Lynch

            
	 	
              Title:

            	
              Assistant
                Vice President

            
	 	 	 


    

    


    


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              SUNTRUST
                BANK

            
	 	 	 
	 	
              By:

            	
              /s/
                J. H. Miles

            
	 	
              Name:

            	
              J.
                H. Miles

            
	 	
              Title:

            	
              Managing
                Director

            
	 	 	 


    

    


    


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              LASALLE
                BANK NATIONAL ASSOCIATION

            
	 	 	 
	 	
              By:

            	
              /s/
                Nick T. Weaver

            
	 	
              Name:

            	
              Nick
                T. Weaver

            
	 	
              Title:

            	
              Senior
                Vice President

            
	 	 	 


    

    


    


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