**Exhibit
        10.1**
 
 ***Execution
        Version***
   
  **REVOLVING
        CREDIT AGREEMENT**
 
 **dated
        as of July 28, 2006**
 
 **among**
 
 **LANDAMERICA
        FINANCIAL GROUP, INC.**
 as
        Borrower,
 
 
 **THE
        LENDERS FROM TIME TO TIME PARTY HERETO,**
 
 
 **SUNTRUST
        BANK**
 as
        Administrative Agent
 
 **WACHOVIA
        BANK, NATIONAL ASSOCIATION**
 and **UNION
        BANK OF CALIFORNIA, N.A.**
 as
        Co-Syndication Agents
 
 **and**
 
 **US
        BANK, NATIONAL ASSOCIATION**
 and
 **JPMORGAN
        CHASE BANK**
 as
        Co-Documentation Agents
 
 
 
 
 
 
 
 **====================================================================**
 
 
 **SUNTRUST
        CAPITAL MARKETS, INC.,**
 as
        Lead
        Arranger and Book Manager
  
  
  **TABLE
        OF CONTENTS**
 
 PageARTICLE
                  IDEFINITIONS;
                  CONSTRUCTION
              1Section
                  1.1.Definitions
              1Section
                  1.2.Classifications
                  of Loans and Borrowings
              21Section
                  1.3.Accounting
                  Terms and Determination
              21Section
                  1.4.Terms
                  Generally
              21ARTICLE
                  IIAMOUNT
                  AND TERMS OF THE COMMITMENTS
              22Section
                  2.1.General
                  Description of Facilities
              22Section
                  2.2.Revolving
                  Loans
              22Section
                  2.3.Procedure
                  for Revolving Borrowings
              22Section
                  2.4.Swingline
                  Commitment
              23Section
                  2.5.Procedure
                  for Swingline Borrowing; Etc
              23Section
                  2.6.Funding
                  of Borrowings
              24Section
                  2.7.Interest
                  Elections
              5Section
                  2.8.Optional
                  Reduction and Termination of Commitments
              26Section
                  2.9.Repayment
                  of Loans
              26Section
                  2.10.Evidence
                  of Indebtedness
              27Section
                  2.11.Optional
                  Prepayments
              27Section
                  2.12.Mandatory Prepayments
              28Section
                  2.13.Interest
                  on Loans
              28Section
                  2.14.Fees
              29Section
                  2.15.Computation
                  of Interest and Fees
              30Section
                  2.16.Inability
                  to Determine Interest Rates
              30Section
                  2.17.Illegality
              31Section
                  2.18.Increased
                  Costs
              31Section
                  2.19.Funding
                  Indemnity
              32Section
                  2.20.Taxes
              33Section
                  2.21.Payments
                  Generally; Pro Rata Treatment; Sharing of Set-offs
              34Section
                  2.22.Letters of Credit
              36Section
                  2.23.Mitigation
                  of Obligations
              40Section
                  2.24.Increase
                  of Commitments; Additional Lenders
              40ARTICLE
                  IIICONDITIONS
                  PRECEDENT TO LOANS AND LETTERS OF CREDIT
              42Section
                  3.1.Conditions
                  To Effectiveness
              42Section
                  3.2.Each
                  Credit Event
              43Section
                  3.3.Delivery
                  of Documents
              44
   
  ARTICLE
                  IVREPRESENTATIONS
                  AND WARRANTIES
              44Section
                  4.1.Existence;
                  Power
              44Section
                  4.2.Organizational
                  Power; Authorization
              44Section
                  4.3.Governmental
                  Approvals; No Conflicts
              44Section
                  4.4.Financial
                  Statements
              45Section
                  4.5.Litigation
                  and Environmental Matters
              45Section
                  4.6.Compliance
                  with Laws and Agreements
              45Section
                  4.7.Investment
                  Company Act, Etc.
              46Section
                  4.8.Taxes
              46Section
                  4.9.Margin
                  Regulations
              46Section
                  4.10.ERISA
              46Section
                  4.11.Ownership
                  of Property
              47Section
                  4.12.Disclosure
              47Section
                  4.13.Labor
                  Relations
              47Section
                  4.14.Subsidiaries
              48Section
                  4.15.Insolvency
              48Section
                  4.16.Insurance
                  Licenses
              48Section
                  4.17.Reinsurance
              48Section
                  4.18.Reserves
              48Section
                  4.19.OFAC
              49Section
                  4.20.Patriot
                  Act
              49ARTICLE
                  VAFFIRMATIVE
                  COVENANTS
              49Section
                  5.1.Financial
                  Statements and Other Information
              49Section
                  5.2.Notices
                  of Material Events
              51Section
                  5.3.Existence;
                  Conduct of Business
              52Section
                  5.4.Compliance
                  with Laws, Etc.
              52Section
                  5.5.Payment
                  of Obligations
              52Section
                  5.6.Books
                  and Records
              53Section
                  5.8.Maintenance
                  of Properties; Insurance
              53Section
                  5.9.Use
                  of Proceeds and Letters of Credit
              53ARTICLE
                  VIFINANCIAL
                  COVENANTS
              53Section
                  6.1.Leverage
                  Ratio
              54Section
                  6.2.Interest
                  Coverage Ratio
              54ARTICLE
                  VIINEGATIVE
                  COVENANTS
              54Section
                  7.1.Indebtedness
              54Section
                  7.2.Negative
                  Pledge
              55Section
                  7.3.Fundamental
                  Changes
              56Section
                  7.4.Investments,
                  Loans, Etc.
              57Section
                  7.5.Restricted
                  Payments
              58Section
                  7.6.Sale
                  of Assets
              58Section
                  7.7.Transactions
                  with Affiliates
              59
   ii
  Section
                  7.8.ERISA
              60Section
                  7.9.Sale
                  and Leaseback Transactions
              60Section
                  7.10.Hedging
                  Transactions
              60Section
                  7.11.Accounting
                  Changes
              60Section
                  7.12.Restrictive
                  Agreements
              60Section
                  7.13.Lease
                  Obligations
              61Section
                  7.14.Material
                  Subsidiaries
              61ARTICLE
                  VIIIEVENTS
                  OF DEFAULT
              62Section
                  8.1.Events
                  of Default
              62ARTICLE
                  IXTHE
                  ADMINISTRATIVE AGENT
              65Section
                  9.1.Appointment
                  of Administrative Agent
              65Section
                  9.2.Nature
                  of Duties of Administrative Agent
              65Section
                  9.3.Lack
                  of Reliance on the Administrative Agent
              66Section
                  9.4.Certain
                  Rights of the Administrative Agent
              66Section
                  9.5.Reliance
                  by Administrative Agent
              66Section
                  9.6.The
                  Administrative Agent in its Individual Capacity
              67Section
                  9.7.Successor
                  Administrative Agent
              67Section
                  9.8.Authorization
                  to Execute other Loan Documents
              68Section
                  9.9.Co-Documentation
                  Agents; Co-Syndication Agents
              68ARTICLE
                  XMISCELLANEOUS
              68Section
                  10.1.Notices
              68Section
                  10.2.Waiver;
                  Amendments
              70Section
                  10.3.Expenses;
                  Indemnification
              71Section
                  10.4.Successors
                  and Assigns
              72Section
                  10.5.Governing
                  Law; Jurisdiction; Consent to Service of Process
              74Section
                  10.6.WAIVER
                  OF JURY TRIAL
              75Section
                  10.7.Right
                  of Setoff
              75Section
                  10.8.Counterparts;
                  Integration
              76Section
                  10.9.Survival
              76Section
                  10.10.Severability
              76Section
                  10.11.Confidentiality
              76Section
                  10.12.Interest
                  Rate Limitation
              77Section
                  10.13.Waiver
                  of Effect of Corporate Seal
              77Section
                  10.14.Location
                  of Closing
              77
  iii
  
 Schedules-Annex
                  I
              -
              Revolving
                  Credit CommitmentsSchedule
                  I
              -
              Applicable
                  Margin and Applicable PercentageSchedule
                  4.5(a)
              -
              LitigationSchedule
                  4.5(b)
              -
              Environmental
                  MattersSchedule
                  4.14
              -
              SubsidiariesSchedule
                  4.16
              -
              Insurance
                  SubsidiariesSchedule
                  4.18
              -
              ReservesSchedule
                  7.1
              -
              Outstanding
                  IndebtednessSchedule
                  7.2
              -
              Existing
                  LiensSchedule
                  7.14
              -
              Material
                  SubsidiariesExhibitsExhibit
                  A
              -
              Form
                  of Revolving Credit NoteExhibit
                  B
              -
              Form
                  of Swingline NoteExhibit
                  C
              -
              Form
                  of Assignment andAcceptance-Exhibit
                  2.3
              -
              Form
                  of Notice of Revolving BorrowingExhibit
                  2.5
              -
              Form
                  of Notice of Swingline BorrowingExhibit
                  2.7
              -
              Form
                  of Continuation/ConversionExhibit
                  5.1(c)
              -
              Form
                  of Compliance Certificate
 
 
   iv
  **REVOLVING
        CREDIT AGREEMENT**
  **THIS
        REVOLVING CREDIT AGREEMENT** (this
        “ Agreement ”) **** is
        made
        and entered into as of July 28, 2006, by and among LANDAMERICA FINANCIAL
        GROUP,
        INC., a Virginia corporation (the “ Borrower ”),
        the
        several banks and other financial institutions and lenders from time to time
        party hereto (the “ Lend-ers ”)
        and
        SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the
        “ Administrative
        Agent ”),
        as
        issuing bank (the “ Issuing
        Bank ”)
        and as
        swingline lender (the “ Swingline
        Lender ”).
  **W
        I T N E S S E T H:**
  **WHEREAS,** the
        Borrower has requested that the Lenders establish a $200,000,000 **** revolving
        credit facility in favor of the Borrower;
  **WHEREAS** ,
        subject
        to the terms and conditions of this Agreement, the Lenders, the Issuing Bank
        and
        the Swingline Lender to the extent of their respective Commitments as defined
        herein, are willing severally to establish the requested revolving credit
        facility, letter of credit subfacility and the swingline subfacility in favor
        of
        the Borrower;
  **NOW,
        THEREFORE** ,
        in
        consideration of the premises and the mutual covenants herein contained,
        the
        Borrower, the Lenders, the Administrative Agent, the Issuing Bank and the
        Swingline Lender agree as follows:
  **ARTICLE
        I**
  **DEFINITIONS;
        CONSTRUCTION**
  **Section
        1.1.**  **Definitions** .
        In
        addition to the other terms defined herein, the following terms used herein
        shall have the meanings herein specified (to be equally applicable to both
        the
        singular and plural forms of the terms defined):
  “ Acquisition ”
shall
        mean any transaction or a series of related transactions consummated after
        the
        Closing Date for the purpose of or resulting, directly or indirectly, in
        (a) the
        acquisition by the Borrower or any of its Subsidiaries of all or substantially
        all of the assets of a Person, or of any business or division of a Person,
        (b)
        the acquisition of more than of 50% of the capital stock of any Person, or
        otherwise causing any Person to become a direct or indirect Subsidiary of
        the
        Borrower or (c) a merger or consolidation or any other combination by the
        Borrower or any of its Subsidiaries with another Person (other than a Person
        that, as of the date of such merger or consolidation is a direct or indirect
        Subsidiary of the Borrower) provided that the Borrower or such Subsidiary
        shall
        be the surviving Person.
  “ Additional
        Commitment Amount ”
shall
        have the meaning set forth in Section
        2.24(a) .
  “ Additional
        Lender ”
shall
        have the meaning set forth in Section
        2.24(b) .
   
  “ Adjusted
        LIBO Rate ”
shall
        mean, with respect to each Interest Period for a Eurodollar Borrowing, the
        rate
        per annum ob-tained by dividing (i) LIBOR for such Interest Period by
        (ii) a percentage equal to 1.00 *minus* the
        Eurodollar Reserve Percentage.
  “ Administrative
        Questionnaire ”
shall
        mean, with respect to each Lender, an administrative questionnaire in the
        form
        prepared by the Administrative Agent and submitted to the Administrative
        Agent
        duly completed by such Lender.
  “ Affiliate ”
shall
        mean, as to any Person, any other Person that directly, or indirectly through
        one or more intermediaries, Controls, is Controlled by, or is under common
        Control with, such Person. For
        the
        purposes of this definition, “Control” shall mean the power, directly or
        indirectly, either to (i) vote 10% or more of the securities having ordinary
        voting power for the election of directors (or persons performing similar
        functions) of a Person or (ii) direct or cause the direction of the management
        and policies of a Person, whether through the ability to exercise voting
        power,
        by control or otherwise. The terms “Controlling”, “Controlled by”, and “under
        common Control with” have the meanings correlative thereto.
  “ Aggregate
        Revolving Commitment Amount ”
shall
        mean the aggregate principal amount of the Aggregate Revolving Commitments
        from
        time to time. On the Closing Date, the Aggregate Revolving Commitment Amount
        equals $200,000,000.
  “ Aggregate
        Revolving Commitments ”
shall
        mean, collectively, all Revolving Commitments of all Lenders at any time
        outstanding.
  “ Annual
        Statement ”
shall
        mean the annual statutory financial statement of any Insurance Subsidiary
        required to be filed with the insurance commissioner (or similar authority)
        of
        its jurisdiction of organization, which statement shall be in the form required
        by such Insurance Subsidiary’s jurisdiction of organization or, if no specific
        form is so required, in the form of financial statements permitted by such
        insurance commissioner (or similar authority) to be used for filing annual
        statutory financial statements and shall contain the type of information
        permitted by such insurance commissioner (or similar authority) to be disclosed
        therein, together with all exhibits or schedules therewith.
  “ Applicable
        Lending Office ”
shall
        mean, for each Lender and for each Type of Loan, the “Lending Office” of such
        Lender (or an Affiliate of such Lender) designated for such Type of Loan
        in the
        Administrative Questionnaire submitted by such Lender or such other office
        of
        such Lender (or an Affiliate of such Lender) as such Lender may from time
        to
        time specify to the Administrative Agent and the Borrower as the office by
        which
        its Loans of such Type are to be made and maintained.
  “ Applicable
        Margin ”
shall
        mean, as of any date, with respect to interest on all Loans outstanding on
        any
        date or the letter of credit fee referred to in Section
        2.14(c) ,
        as the
        case may be, a percentage per annum determined by reference to the applicable
        Leverage Ratio from time to time in effect as set forth on Schedule
        I ; provided ,
        that a
        change in the Applicable Margin resulting from a change in the Leverage Ratio
        shall be effective on the second Business Day after which the Borrower delivers
        the financial statements required by Section
        5.1(a )
        or
        ( b )
        and the
        Compliance Certificate required by Section
        5.1(c) ; provided
        further ,
        that if
        at any time the
   2
  Borrower
        shall have failed to deliver such financial statements and such Compliance
        Certificate when so required, the Applicable Margin shall be at Level IV
        as set
        forth on Schedule
        I until
        such time as such financial statements and Compliance Certificate are delivered,
        at which time the Applicable Margin shall be determined as provided above.
        Notwithstanding the foregoing, the Applicable Margin from the Closing Date
        until
        the financial statements and Compliance Certificate for the Fiscal Quarter
        ending June 30, 2006 are required to be delivered shall be at Level III as
        set
        forth on Schedule
        I .
  “ Applicable
        Percentage ”
shall
        mean, with respect to the facility fee referred to in Section
        2.14(b) as of
        any date, the percentage per annum determined by reference to the applicable
        Leverage Ratio in effect on such date as set forth on Schedule
        I ; provided ,
        that a
        change in the Applicable Percentage resulting from a change in the Leverage
        Ratio shall be effective on the second Business Day after which the Borrower
        delivers the financial statements required by Section
        5.1(a )
        or
        ( b )
        and the
        Compliance Certificate required by Section
        5.1(c) ; provided  further ,
        that if
        at any time the Borrower shall have failed to deliver such financial statements
        and such Compliance Certificate, the Applicable Percentage shall be at Level
        IV
        as set forth on Schedule
        I until
        such time as such financial statements and Compliance Certificate are delivered,
        at which time the Applicable Percentage shall be determined as provided above.
        Notwithstanding the foregoing, the Applicable Percentage for the facility
        fee
        from the Closing Date until the financial statements and Compliance Certificate
        for the Fiscal Quarter ending June 30, 2006 **** are
        required to be delivered shall be at Level III as set forth on Schedule
        I .
  “ Approved
        Fund ”
shall
        mean 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 and that
        is
        administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or
        (iii)
        an entity or an Affiliate of an entity that administers or manages a
        Lender.
  “ Arbitrage
        Liens ”
shall
        mean Liens securing Indebtedness of the Borrower and its Subsidiaries having
        a
        maturity of 92 days or less representing borrowings from a bank or banks
        in
        which the Borrower or such Subsidiary has at least a like amount of funds
        on
        deposit, which borrowings are incurred in the ordinary course of business
        in
        amounts and for purposes consistent with past business practices and are
        secured
        only by Permitted Investments purchased by the Borrower or such Subsidiary
        with
        the proceeds of such borrowings.
  “ Assignment
        and Acceptance ”
shall
        mean an assignment and acceptance entered into by a Lender and an assignee
        (with
        the consent of any party whose consent is required by Section
        10.4(b) )
        and
        accepted by the Administrative Agent, in the form of Exhibit
        C attached
        hereto or any other form approved by the Administrative Agent.
  “ Availability
        Period *”* shall
        mean the period from the Closing Date to the Revolving Commitment Termination
        Date.
  “ Base
        Rate ”
shall
        mean the higher of (i) the per annum rate which the Administrative Agent
        publicly announces from time to time to be its prime lending rate, as in
        effect
        from time to time, and (ii) the Federal Funds Rate, as in effect from time
        to time, *plus* one-half
        of one percent (0.50%). The Administrative Agent’s prime lending rate is a
        reference rate
  3
 and
        does
        not necessarily represent the lowest or best rate charged to customers. The
        Administrative Agent may make commercial loans or other loans at rates of
        interest at, above or below the Administrative Agent’s prime lend-ing rate. Each
        change in the Administrative Agent’s prime lending rate shall be effective from
        and including the date such change is publicly announced as being
        effective.
  “ Borrowing ” **** shall
        mean a borrowing consisting of (i) Loans of the same Class and Type, made,
        converted or continued on the same date and in the case of Eurodollar Loans,
        as
        to which a single Interest Period is in effect, or (ii) a Swingline
        Loan.
  “ Business
        Day ”
shall
        mean (i) any day other than a Saturday, Sunday or other day on which commercial
        banks in Atlanta, Georgia and New York, New York are authorized or required
        by
        law to close and (ii) if such day relates to a Borrowing of, a payment or
        prepayment of principal or interest on, a conversion of or into, or an Interest
        Period for, a Eurodollar Loan or a notice with respect to any of the foregoing,
        any day on which dealings in Dollars are carried on in the London interbank
        market.
  “ Capital
        Lease Obligations ”
of
        any
        Person shall mean all obligations of such Person to pay rent or other amounts
        under any lease (or other arrangement conveying the right to use) of real
        or
        personal property, or a combination thereof, which obligations are required
        to
        be classified and accounted for as capital leases on a balance sheet of such
        Person under GAAP, and the amount of such obligations shall be the capitalized
        amount thereof determined in accordance with GAAP.
  “ Capital
        Stock ”
shall
        mean any capital stock (or in the case of a partnership or limited liability
        company, the partners’ or members’ equivalent equity interest) of the Borrower
        or any of its Subsidiaries (to the extent issued to a Person other than the
        Borrower), whether common or preferred.
  “ Capital
        Title ”
shall
        mean Capital Title Group, Inc.
  “ Capital
        Title Acquisition ”
shall
        mean the acquisition by the Borrower of all of the capital stock of **** Capital
        Title.
  “ Centennial
        Bank ”
shall
        mean Centennial Bank, a California industrial bank, whose principal place
        of
        business is located in Fountain Valley, California.
  “ Change
        in Control ”
shall
        mean the occurrence of one or more of the following events: (i) any sale,
        lease,
        exchange or other transfer (in a single transaction or a series of related
        transactions) of all or substantially all of the assets of the Borrower to
        any
        Person or “group” (within the meaning of the Securities Exchange Act of 1934 and
        the rules of the Securities and Exchange Commission thereunder in effect
        on the
        date hereof), (ii) the acquisition of ownership, directly or indirectly,
        beneficially or of record, by any Person or “group” (within the meaning of the
        Securities Exchange Act of 1934 and the rules of the Securities and Exchange
        Commission thereunder as in effect on the date hereof) of 25% or more of
        the
        outstanding shares of the voting stock of the Borrower, or (iii) occupation
        of a
        majority of the seats (other than vacant seats) on the board of directors
        of the
        Borrower by Persons who were neither (a) nominated by the current board of
        directors nor (b) appointed by directors so nominated.
  4
 “ Change
        in Law ”
shall
        mean (i) the adoption of any applicable law, rule or regulation after the
        date
        of this Agreement, (ii) any change in any applicable law, rule or regulation,
        or
        any change in the interpretation or application thereof, by any Governmental
        Authority after the date of this Agreement, or (iii) compliance by any Lender
        (or its Applicable Lending Office) or the Issuing Bank (or for purposes of Section
        2.18(b ),
        by
        such Lender’s or the Issuing Bank’s holding company, if applicable) with any
        request, guideline or directive (whether or not having the force of law)
        of any
        Governmental Authority made or issued after the date of this
        Agreement.
  “ Class ”, **** when
        used
        in reference to any Loan or Borrowing, refers to whether such Loan, or the
        Loans
        comprising such Borrowing, are Revolving Loans or Swingline Loans and when
        used
        in reference to any Commitment, refers to whether such Commitment is a Revolving
        Commitment or a Swingline Commitment.
  “ Closing
        Date ”
shall
        mean the date on which the conditions precedent set forth in Section
        3.1 and Section
        3.2 have
        been satisfied or waived in accordance with Section
        10.2 .
  “ Code ”
shall
        mean the Internal Revenue Code of 1986, as amended and in effect from time
        to
        time.
  “ Commitment ”
shall
        mean a Revolving Commitment or a Swingline Commitment or any combination
        thereof
        (as the context shall permit or require).
  “ Commonwealth ”
shall
        mean Commonwealth Land Title Insurance Company, a Pennsylvania
        corporation.
  “ Compliance
        Certificate ”
shall
        mean a certificate from the treasurer or the principal financial officer
        of the
        Borrower in the form of, and containing the certifications set forth in,
        the
        certificate attached hereto as Exhibit
        5.1(c) .
  “ Consolidated
        EBIT ”
shall
        mean, for the Borrower and its Subsidiaries for any period, an amount equal
        to
        the sum of (i) Consolidated Net Income for such period *plus* (ii) to
        the extent deducted in determining Consolidated Net Income for such period,
        (A)
        Consolidated Interest Expense for such period, and (B) income tax expense
        for
        such period, in each case determined on a consolidated basis in accordance
        with
        GAAP.
  “ Consolidated
        EBITDA ”
shall
        mean, for the Borrower and its Subsidiaries for any period, an amount equal
        to
        the sum of (a) Consolidated Net Income for such period *plus* (b) to
        the extent deducted in determining Consolidated Net Income for such period,
        (i)
        Consolidated Interest Expense for such period, (ii) income tax expense for
        such
        period, (iii) depreciation and amortization for such period and (iv) all
        other non-cash charges for such period, in each case determined on a
        consolidated basis in accordance with GAAP, *minus* (c) any
        cash expenditures or losses during such period to the extent a non-cash charge
        was taken for such expenditure or loss in an earlier period.
  “ Consolidated
        Interest Expense ”
shall
        mean, for the Borrower and its Subsidiaries for any period determined on
        a
        consolidated basis in accordance with GAAP, total interest expense, including
        without limitation the interest component of any payments in respect of capital
        lease obligations capitalized or expensed during such period **** (whether
        or not actually paid during such period), other than interest expense on
        certificates of deposit and interest on deposits of Centennial Bank.
  5
 “ Consolidated
        Net Income ”
shall
        mean for any period for the Borrower and its Subsidiaries for any period,
        the
        net income (or loss) of the Borrower and its Subsidiaries for such period
        determined on a consolidated basis in accordance with GAAP, but excluding
        therefrom (to the extent otherwise included therein) (i) any extraordinary
        gains or losses, (ii) any gains attributable to write-ups of assets,
        (iii) any equity interest of the Borrower or any Subsidiary of the Borrower
        in the unremitted earnings of any Person that is not a Subsidiary, and (iv)
        any
        income (or loss) of any Person accrued prior to the date it becomes a Subsidiary
        or is merged into or consolidated with the Borrower or any Subsidiary on
        the
        date that such Person’s assets are acquired by the Borrower or any
        Subsidiary.
  “ Consolidated
        Net Worth ”
shall
        mean as of any date of determination, for the Borrower and its Subsidiaries,
        (i)
        the total assets of the Borrower and its Subsidiaries that would be reflected
        on
        the Borrower’s consolidated balance sheet as of such date prepared in accordance
        with GAAP, after eliminating all amounts properly attributable to minority
        interests, if any, in the stock and surplus of its Subsidiaries, *minus* the (ii)
        sum of (x) the total liabilities of the Borrower and its Subsidiaries that
        would
        be reflected on the Borrower’s consolidated balance sheet as of such date
        prepared in accordance with GAAP and (y) the amount of any write-up in the
        book
        value of any assets resulting from a revaluation thereof or any write-up
        in
        excess of the cost of such assets acquired reflected on the consolidated
        balance
        sheet of the Borrower as of such date prepared in accordance with
        GAAP.
  “ Consolidated
        Shareholders’ Equity ”
shall
        mean, as of any date of determination, the aggregate shareholders’ equity of the
        Borrower as of such date determined in accordance with GAAP.
  “ Consolidated
        Total Assets ”
shall
        mean, as of any date of determination, the total assets of the Borrower and
        its
        Subsidiaries as of such date, determined on a consolidated basis in accordance
        with GAAP.
  “ Consolidated
        Total Capital ”
shall
        mean, as of any date, the sum of (i) Consolidated Total Debt as of such date
        and
        (ii) Consolidated Shareholders’ Equity as of such date.
  6
 “ Consolidated
        Total Debt ”
shall
        mean, as of any date of determination, all Indebtedness of the Borrower and
        its
        Subsidiaries measured on a consolidated basis in accordance with GAAP as
        of such
        date, including, without limitation, all Indebtedness with respect to Federal
        Home Loan Bank Borrowings, but excluding (i) Indebtedness of the type described
        in clause (xi) of the definition thereof, (ii) Indebtedness incurred in
        connection with Arbitrage Liens, (iii) Specified Relocation Indebtedness
        permitted under Section
        7.1(g) and (iv)
        intercompany Indebtedness.
 
 “ Contractual
        Obligation ”
of
        any
        Person shall mean any provision of any security issued by such Person or
        of any
        agreement, instrument or undertaking under which such Person is obligated
        or by
        which it or any of the property in which it has an interest is
        bound.
  “ Default ”
shall
        mean any condition or event that, with the giving of notice or the lapse
        of time
        or both, would constitute an Event of De-fault.
  “ Default
        Interest ”
shall
        have the meaning set forth in Section
        2.13(c ).
  “ Dollar(s) ”
and
        the
        sign “ ***$*** ”
shall
        mean lawful money of the United States of America.
  “ Eligible
        Assignee ”
shall
        mean (i) a Lender; (ii) an Affiliate of a Lender; (iii) an Approved Fund;
        and
        (iv) any other Person (other than a natural Person) approved by the
        Administrative Agent, the Issuing Bank, and unless (x) such Person is taking
        delivery of an assignment in connection with physical settlement of a credit
        derivatives transaction or (y) an Event of Default has occurred and is
        continuing, the Borrower (each such approval not to be unreasonably withheld
        or
        delayed). If the consent of the Borrower to an assignment or to an Eligible
        Assignee is required hereunder (including a consent to an assignment which
        does
        not meet the minimum assignment thresholds specified in paragraph (b)(i)
        of Section
        10.4 ),
        the
        Borrower shall be deemed to have given its consent five Business Days after
        the
        date notice thereof has actually been delivered by the assigning Lender (through
        the Administrative Agent) to the Borrower, unless such consent is expressly
        refused by the Borrower prior to such fifth Business Day.
  “ Environmental
        Laws ”
shall
        mean all laws, rules, regulations, codes, ordinances, orders, decrees,
        judgments, injunctions, notices or binding agreements issued, promulgated
        or
        entered into by or with any Governmental Authority, relating in any way to
        the
        environment, preservation or reclamation of natural resources, the management,
        Release or threatened Release of any Hazardous Material or to health and
        safety
        matters.
  “ Environmental
        Liability ”
shall
        mean any liability, contingent or otherwise (including any liability for
        damages, costs of environmental investigation and remediation, costs of
        administrative oversight, fines, natural resource damages, penalties or
        indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
        from or based upon (i) any actual or alleged violation of any Environmental
        Law,
        (ii) the generation, use, handling, transportation, storage, treatment or
        disposal of any Hazardous Materials, (iii) any actual or alleged exposure
        to any
        Hazardous Materials, (iv) the Release or threatened Release of any Hazardous
        Materials or
  7
 (v)
          any
          contract, agreement or other consensual arrangement pursuant to which liability
          is assumed or imposed with respect to any of the foregoing.
  “ ERISA ”
shall
        mean the Employee Retirement Income Secu-rity Act of 1974, as amended from
        time
        to time, and any successor statute.
  “ ERISA
        Affiliate ”
shall
        mean any trade or business (whether or not incorporated), which, together
        with
        the Borrower, is treated as a single employer under Section 414(b) or (c)
        of the
        Code or, solely for the purposes of Section 302 of ERISA and Section 412
        of the
        Code, is treated as a single employer under Section 414 of the
        Code.
  “ ERISA
        Event ” ** shall
        mean (i) any “reportable event”, as defined in Section 4043 of ERISA or the
        regulations issued thereunder with respect to a Plan (other than an event
        for
        which the 30-day notice period is waived); (ii) the existence with respect
        to
        any Plan of an “accumulated funding deficiency” (as defined in Section 412 of
        the Code or Section 302 of ERISA), whether or not waived; (iii) the filing
        pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
        application for a waiver of the minimum funding standard with respect to
        any
        Plan; (iv) the incurrence by the Borrower or any of its ERISA Affiliates
        of any
        liability under Title IV of ERISA with respect to the termination of any
        Plan;
        (v) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a
        plan
        administrator appointed by the PBGC of any notice relating to an intention
        to
        terminate any Plan or Plans or to appoint a trustee to administer any Plan;
        (vi)
        the incurrence by the Borrower or any of its ERISA Affiliates of any liability
        with respect to the withdrawal or partial withdrawal from any Plan or
        Multiemployer Plan; or (vii) the receipt by the Borrower or any ERISA Affiliate
        of any notice, or the receipt by any Multiemployer Plan from the Borrower
        or any
        ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
        or a determination that a Multiemployer Plan is, or is expected to be, insolvent
        or in reorganization, within the meaning of Title IV of ERISA.
  “ Eurodollar ”
when
        used in reference to any Loan or Borrowing refers to whether such Loan, or
        the
        Loans comprising such Borrowing, bears interest at a rate determined by
        reference to the Adjusted LIBO Rate.
  “ Eurodollar
        Reserve Percentage ”
shall
        mean the aggregate of the maximum reserve percentages (including, without
        limitation, any emergency, supplemental, special or other marginal reserves)
        expressed as a decimal (rounded upwards to the next 1/100 th of 1%)
        in effect on any day to which the Administrative Agent is subject with respect
        to the Adjusted LIBO Rate pursuant to regulations issued by the Board of
        Governors of the Federal Reserve System (or any Governmental Authority
        succeeding to any of its principal functions) with respect to eurocurrency
        funding (currently referred to as “eurocurrency liabilities” under Regulation
        D). Eurodollar Loans shall be deemed to constitute eurocurrency funding and
        to
        be subject to such reserve requirements without benefit of or credit for
        proration, exemptions or offsets that may be available from time to time
        to any
        Lender under Regulation D. The Eurodollar Reserve Percentage shall be adjusted
        automatically on and as of the effective date of any change in any reserve
        percentage.
  “ Event
        of Default ”
shall
        have the meaning provided in Article VIII.
  8
 “ Excluded
        Taxes ” ****** shall
        mean with respect to the Administrative Agent, any Lender, the Issuing Bank
        or
        any other recipient of any payment to be made by or on account of any obligation
        of the Borrower hereunder, (i) income or franchise taxes imposed on (or measured
        by) its net income by the United States of America, or by the jurisdiction
        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, (ii) any branch profits taxes imposed by the United States of
        America or any similar tax imposed by any other jurisdiction in which any
        Lender
        is located and (iii) in the case of a Foreign Lender, any withholding tax
        that
        (x) is imposed on amounts payable to such Foreign Lender at the time such
        Foreign Lender becomes a party to this Agreement, (y) is imposed on amounts
        payable to such Foreign Lender at any time that such Foreign Lender designates
        a
        new lending office, other than taxes that have accrued prior to the designation
        of such lending office that are otherwise not Excluded Taxes, and (z) is
        attributable to such Foreign Lender’s failure to comply with Section
        2.20(e ).
  “ Existing
        Credit Agreement ”
shall
        mean that certain Revolving Credit Agreement, dated as of November 6, 2003,
        by
        and among the Borrower, such lenders, and SunTrust Bank as administrative
        agent,
        as amended.
  “ Facultative
        Reinsurance Agreement ”
has
        the
        meaning set forth in Section
        4.17 .
  “ Federal
        Funds Rate ”
shall
        mean, for any day, the rate per annum (rounded upwards, if necessary, to
        the
        next 1/100 th of 1%)
        equal to the weighted average of the rates on overnight Federal funds
        transactions with member banks of the Federal Reserve System arranged by
        Federal
        funds brokers, as published by the Federal Reserve Bank of New York on the
        next
        succeeding Business Day or if such rate is not so published for any Business
        Day, the Federal Funds Rate for such day shall be the average rounded upwards,
        if necessary, to the next 1/100th of 1% of the quotations for such day on
        such
        transactions received by the Administrative Agent from three Federal funds
        brokers of recognized standing selected by the Administrative
        Agent.
  “ Federal
        Home Loan Bank Borrowings ”
shall
        mean all Indebtedness of Centennial Bank owing to the Federal Home Loan
        Bank.
  “ Fee
        Letter ”
shall
        mean that certain fee letter, dated as of June 13, 2006, executed by SunTrust
        Capital Markets, Inc. and SunTrust Bank and accepted by the
        Borrower.
  “ Fiscal
        Quarter ”
shall
        mean any fiscal quarter of the Borrower.
  “ Fiscal
        Year ”
shall
        mean any fiscal year of the Borrower.
  “ Foreign
        Lender ” ****** shall
        mean any Lender that is not a United States person under Section 7701(a)(3)
        of
        the Code.
  “ GAAP ”
shall
        mean generally accepted accounting prin-ciples in the United States applied
        on a
        consistent basis and subject to the terms of Section
        1.3 .
  “ Governmental
        Authority ”
shall
        mean the government of the United States of America, any other nation or
        any
        political subdivision thereof, whether state or local, and any agency,
        authority, instrumentality, regulatory body, court, central bank or other
        entity
        exercising
  9
 executive,
          legislative, judicial, taxing, regulatory or administrative powers or functions
          of or pertaining to government, including, without limitation, any board
          of
          insurance, insurance department or insurance commissioner.
  “ Hazardous
        Materials ”
shall
        mean 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.
  “ Hedging
        Obligations ”
of
        any
        Person shall mean any and all obligations of such Person, whether absolute
        or
        contingent and howsoever and whensoever created, arising, evidenced or acquired
        under (i) any and all Hedging Transactions, (ii) any and all cancellations,
        buy
        backs, reversals, terminations or assignments of any Hedging Transactions
        and
        (iii) any and all renewals, extensions and modifications of any Hedging
        Transactions and any and all substitutions for any Hedging
        Transactions.
  “ Hedging
        Transaction ”
of
        any
        Person shall mean any transaction (including an agreement with respect thereto)
        now existing or hereafter entered into between such Person and any Lender
        or
        Affiliate of any Lender that is a rate swap, basis swap, forward rate
        transaction, commodity swap, interest rate option, foreign exchange transaction,
        cap transaction, floor transaction, collateral transaction, forward transaction,
        currency swap transaction, cross-currency rate swap transaction, currency
        option, or any other similar transaction (including any option with respect
        to
        any of these transactions) or any combination thereof, whether linked to
        one or
        more interest rates, foreign currencies, commodity prices, equity prices
        or
        other financial measures, including, without limitation, the 2004 Convertible
        Debenture Hedges.
  “ Indebtedness ”
of
        any
        Person shall mean, without dupli-cation (i) all obligations of such Person
        for borrowed money, (ii) all obligations of such Person evidenced by bonds,
        debentures, notes or other similar instruments, (iii) all obligations of
        such
        Person in respect of the deferred purchase price of property or services
        (other
        than trade payables incurred in the ordinary course of business; provided ,
        that
        for purposes of Section
        8.1(f ),
        trade
        payables overdue by more than 120 days shall be included in this definition
        except to the extent that any of such trade payables are being disputed in
        good
        faith and by appropriate measures), (iv) all obligations of such Person under
        any conditional sale or other title retention agreement(s) relating to property
        acquired by such Person, (v) all Capital Lease Obligations of such Person,
        (vi) all obligations, contingent or otherwise, of such Person in respect
        of
        letters of credit, acceptances or similar extensions of credit, (vii) all
        guarantees of such Person of the type of Indebtedness described in clauses
        (i)
        through (vi) above, (viii) all Indebtedness of a third party secured by any
        Lien
        on property owned by such Person, whether or not such Indebtedness has been
        assumed by such Person, (ix) all obligations of such Person, contingent or
        otherwise, to purchase, redeem, retire or otherwise acquire for value any
        common
        stock of such Person, (x) Off-Balance Sheet Liabilities and (xi) all Hedging
        Obligations. **** The
        Indebtedness of any Person shall include the Indebtedness of any partnership
        or
        joint venture in which such Person is a general partner or a joint venturer,
        except to the extent that the terms of such Indebtedness provide that such
        Person is not liable therefor. Notwithstanding the foregoing, Indebtedness
        shall
        not include amounts
  10
 owing
          under insurance contracts issued by any Insurance Subsidiary or deposits
          of
          third parties held by any Subsidiary, in each case to the extent incurred
          in the
          ordinary course of business.
  “ Indemnified
        Taxes ”
shall
        mean Taxes other than Excluded Taxes.
  “ Information
        Memorandum ”
shall
        mean the Confidential Information Memorandum dated June, 2006 relating to
        the
        Borrower and the transactions contemplated by this Agreement and the other
        Loan
        Documents.
  “ Insurance
        Subsidiary ” ** shall
        mean any Subsidiary which has a License as an insurance underwriter to engage
        in
        the insurance business.
  “ Interest
        Coverage Ratio ”
shall
        mean, as of any date, the ratio of (i) Consolidated EBITDA for the four
        consecutive Fiscal Quarters ending on or immediately prior to such date to
        (ii)
        Consolidated Interest Expense for the four consecutive Fiscal Quarters ending
        on
        or immediately prior to such date.
  “ Interest
        Period ”
shall
        mean with respect to any Eurodollar Borrowing, a period of one, two, three
        or
        six months; provided, that: ****
  (i)  the
        initial Interest Period for such Borrowing shall commence on the date of
        such
        Borrowing (including the date of any conversion from a Borrowing of another
        Type), and each Interest Period occurring thereafter in respect of such
        Borrowing shall commence on the day on which the next preceding Interest
        Period
        expires;
  (ii)  if
        any
        Interest Period would otherwise end on a day other than a Business Day, such
        Interest Pe-riod shall be extended to the next succeeding Business Day, unless
        such Business Day falls in another calendar month, in which case such Interest
        Period would end on the next preceding Business Day; and
  (iii)  any
        Interest Period which begins on the last Business Day of a calendar month
        or on
        a day for which there is no nu-merically corresponding day in the calendar
        month
        at the end of such Interest Period shall end on the last Business Day of
        such
        calendar month.
  “ Investments ”
shall
        have the meaning given to such term in Section
        7.4 .
  “ Issuing
        Bank ”
shall
        mean SunTrust Bank in its capacity as an issuer of Letters of Credit pursuant
        to Section
        2.22 .
  “ Joint
        Venture ”
shall
        mean a single purpose corporation, partnership, limited liability company,
        joint
        venture or other similar legal arrangement (whether created by contract or
        conducted through a separate legal entity) now or hereafter formed by the
        Borrower or any of its Subsidiaries with another Person in order to conduct
        a
        venture or enterprise with such Person.
  “ Lawyers
        Title Insurance ”
shall
        mean Lawyers Title Insurance Corporation, a Virginia corporation.
  11
 “ LC
        Commitment ”
shall
        mean that portion of the Aggregate Revolving Commitment Amount that may be
        used
        by the Borrower for the issuance of Letters of Credit in an aggregate face
        amount not to exceed $25,000,000.
  “ LC
        Disbursement ”
shall
        mean a payment made by the Issuing Bank pursuant to a Letter of
        Credit.
  “ LC
        Documents ”
shall
        mean the Letters of Credit and all applications, agreements and instruments
        relating to the Letters of Credit.
  “ LC
        Exposure ”
shall
        mean, at any time, the sum of (i) the aggregate undrawn amount of all
        outstanding Letters of Credit at such time, plus (ii) the aggregate amount of all LC Disbursements that have not been
        reimbursed by or on behalf of the Borrower at such time. The LC Exposure
        of any
        Lender shall be its Pro Rata Share of the total LC Exposure at such
        time.
  “ Lenders ”
shall
        have the meaning assigned to such term in the opening paragraph of this
        Agreement and shall include, where appropriate, the Swingline
        Lender.
  “ Letter
        of Credit ”
shall
        mean any stand-by letter of credit issued pursuant to Section
        2.22 by the
        Issuing Bank for the account of the Borrower pursuant to the LC
        Commitment.
  “ Leverage
        Ratio ”
shall
        mean, as of any date, the ratio of (i) Consolidated Total Debt as of such
        date
        to (ii) Consolidated Total Capital as of such date. ****
  “ LIBOR ”
shall
        mean, for any applicable Interest Period with respect to any Eurodollar Loan,
        the British Bankers’ Association Interest Settlement Rate per annum for deposits
        in Dollars for a period equal to such Interest Period appearing on the display
        designated as Page 3750 on the Dow Jones Markets Service (or such other page
        on
        that service or such other service designated by the British Bankers’
Association for the display of such Association’s Interest Settlement Rates for
        Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is
        two Business Days prior to the first day of the Interest Period or if such
        Page
        3750 is un-available for any reason at such time, the rate which appears
        on the
        Reuters Screen ISDA Page as of such date and such time; provided ,
        that if
        the Administrative Agent determines that the relevant foregoing sources are
        unavailable for the relevant Interest Period, LIBOR shall mean the rate of
        interest determined by the Administrative Agent to be the average (rounded
        upward, if necessary, to the nearest 1/100 th of 1%)
        of the rates per annum at which deposits in Dollars are offered to the
        Administrative Agent two (2) Business Days preceding the first day of such
        Interest Period by leading banks in the London interbank market as of 10:00
        a.m.
        for delivery on the first day of such Interest Period, for the number of
        days
        comprised therein and in an amount comparable to the amount of the Eurodollar
        Loan of the Administrative Agent.
  “ License ”
shall
        mean any license, certificate of authority, permit or other authorization
        which
        is required to be obtained from any Governmental Authority in connection
        with
        the operation, ownership or transaction of an insurance business.
  “ Lien ”
shall
        mean any mortgage, pledge, security inter-est, lien (statutory or otherwise),
        charge, encumbrance, hypothecation, assignment, deposit arrangement, or other
  12
 arrangement
          having the practical effect of the foregoing or any preference, priority
          or
          other security agree-ment or preferential arrangement of any kind or nature
          whatsoever (including any conditional sale or other title retention agreement
          and any capital lease having the same economic effect as any of the
          foregoing).
  “ Loan
        Documents ”
shall
        mean, collectively, this Agree-ment, the Notes (if any), the LC Documents,
        all
        Notices of Borrowing, all Notices of Conversion/Continuation, all Compliance
        Certificates and any and all other instruments, agreements, documents and
        writings executed in connection with any of the foregoing.
  “ Loans ”
shall
        mean all Revolving Loans and Swingline Loans in the aggregate or any of them,
        as
        the context shall require.
  “ Material
        Adverse Effect ”
shall
        mean, with respect to any event, act, condition or occurrence of whatever
        nature
        (including any adverse determination in any litigation, arbitration, or
        governmental investigation or proceeding), whether singularly or in conjunction
        with any other event or events, act or acts, condition or conditions, occurrence
        or occurrences whether or not related, a material adverse change in, or a
        material adverse effect on, (i) the business, results of operations,
        finan-cial condition, assets, liabilities or prospects of the Borrower or
        of the
        Borrower and its Subsidiaries taken as a whole, (ii) the ability of
        Borrower to perform any of its obligations under the Loan Documents, (iii)
        the
        rights and remedies of the Administrative Agent, the Issuing Bank, Swingline
        Lender and the Lenders under any of the Loan Documents or (iv) the legality,
        validity or enforceability of any of the Loan Documents.
  “ Material
        Indebtedness ”
shall
        mean Indebtedness (other than the Loans and Letters of Credit), including,
        without limitation, Hedging Obligations, of any of the Borrower and its
        Subsidiaries, individually or in an aggregate principal amount exceeding
        $10,000,000. For purposes of determining the amount of attributed Indebtedness
        from Hedging Obligations, the “principal amount” of any Hedging Obligations at
        any time shall be the Net Mark-to-Market Exposure of such Hedging
        Obligations.
  “ Material
        Insurance Subsidiary ”
a
        Material Subsidiary which is an Insurance Subsidiary.
  “ Material
        Subsidiary ”
shall
        mean, as of any date of determination, any direct or indirect Subsidiary
        of the
        Borrower (a) having total assets aggregating in excess of 2.5% of Consolidated
        Total Assets as of such date, or (b) the portion of Consolidated Net Income
        which was contributed by such Subsidiary during the four Fiscal Quarters
        then
        most recently ended exceeds 5% of Consolidated Net Income for the four Fiscal
        Quarters then most recently ended or (c) has been identified by the Borrower
        as
        a Material Subsidiary on Schedule
        7.16 or in
        any Compliance Certificate or has been designated by the Borrower as a Material
        Subsidiary pursuant to Section
        7.16 ,
        in all
        cases under this clause (c) subject to the Borrower’s right to de-designate
        pursuant to Section
        7.16 .
  “ Moody’s ”
shall
        mean Moody’s Investors Service, Inc.
  “ Multiemployer
        Plan ”
shall
        have the meaning set forth in Section 4001(a)(3) of ERISA.
  13
 “ NAIC ”
shall
        mean the National Association of Insurance Commissioners or any successor
        thereto, or in the absence of the National Association of Insurance
        Commissioners or such successor, any other association, agency or other
        organization performing advisory, coordination or other like functions among
        insurance departments, insurance commissioners and similar Governmental
        Authorities of various states of the United States toward the promotion of
        uniformity in the practices of such Governmental Authorities.
  “ Net
        Mark-to-Market Exposure ”
of
        any
        Person shall mean, as of any date of determination with respect to any Hedging
        Obligation, the excess (if any) of all unrealized losses over all unrealized
        profits of such Person arising from such Hedging Obligation. “Unrealized losses”
shall mean the fair market value of the cost to such Person of replacing
        the
        Hedging Transaction giving rise to such Hedging Obligation as of the date
        of
        determination (assuming the Hedging Transaction were to be terminated as
        of that
        date), and “unrealized profits” means the fair market value of the gain to such
        Person of replacing such Hedging Transaction as of the date of determination
        (assuming such Hedging Transaction were to be terminated as of that
        date).
  “ Notes ”
shall
        mean, collectively, the Revolving Credit Notes and the Swingline
        Note.
  “ Notices
        of Borrowing ”
shall
        mean, collectively, the Notices of Revolving Borrowing and the Notices of
        Swingline Borrowing.
  “ Notice
        of Conversion/Continuation ” **** shall
        mean the notice given by the Borrower to the Administrative Agent in respect
        of
        the conversion or continuation of an outstanding Borrowing as provided in Section
        2.7(b ).
  “ Notice
        of Revolving Borrowing ”
shall
        have the meaning as set forth in Section
        2.3 .
  “ Notice
        of Swingline Borrowing ” ****** shall
        have the meaning as set forth in Section
        2.5 .
  “ Obligations ”
shall
        mean all amounts owing by the Borrower to the Administrative Agent, the Issuing
        Bank or any Lender (including the Swingline Lender) pursuant to or in connection
        with this Agreement or any other Loan Document, including without limitation,
        all principal, interest (including any interest accruing after the filing
        of any
        petition in bankruptcy or the commencement of any insolvency, reorganization
        or
        like proceeding relating to the Borrower, whether or not a claim for post-filing
        or post-petition interest is allowed in such proceeding), all reimbursement
        obligations, fees, expenses, indemnification and reimbursement payments,
        costs
        and expenses (including all fees and expenses of counsel to the Administrative
        Agent, the Issuing Bank and any Lender (including the Swingline Lender) incurred
        pursuant to this Agreement or any other Loan Document), whether direct or
        indirect, absolute or contingent, liquidated or unliqui-dated, now existing
        or
        hereafter arising hereunder or thereunder, and all Hedging Obligations owing
        to
        the Administrative Agent, any Lender or any of their Affiliates, and all
        obligations and liabilities incurred pursuant to this Agreement or any other
        Loan Document in connection with collecting and enforcing the foregoing,
        together with all renew-als, extensions, modifications or refinancings
        thereof.
  14
 “ Off-Balance
        Sheet Liabilities ”
of
        any
        Person shall mean (i) any repurchase obligation or liability of such Person
        with
        respect to accounts or notes receivable sold by such Person, (ii) any liability
        of such Person under any sale and leaseback transactions that do not create
        a
        liability on the balance sheet of such Person, (iii) any Synthetic Lease
        Obligation or (iv) any obligation arising with respect to any other similar
        transaction which is the functional equivalent of off-balance sheet financing
        of
        such Person. For purposes of this definition, the value of any sale and
        leaseback transaction referenced in clause (ii) above shall be equal to all
        rental and purchase price payment obligations of such Person under such sale
        and
        leaseback transaction assuming such Person exercises the option to purchase
        the
        leased property at the end of the lease term, discounted at the Treasury
        Rate
        plus 200 bps.
  “ OSHA ”
shall
        mean the Occupational Safety and Health Act of 1970, as amended from time
        to
        time, and any successor statute.
  “ Other
        Taxes ”
shall
        mean any and 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 from the execution, delivery or enforcement of, or otherwise
        with respect to, this Agreement or any other Loan Document.
  “ Participant ”
shall
        have the meaning set forth in Section
        10.4 ( d ).
  “ Payment
        Office ”
shall
        mean the office of the Administrative Agent located at 303 Peachtree Street,
        N.E., Atlanta, Georgia 30308, or such other location as to which the
        Administrative Agent shall have given written notice to the Borrower and
        the
        other Lenders.
  “ PBGC ” **** shall
        mean the Pension Benefit Guaranty Corpora-tion referred to and defined in
        ERISA,
        and any successor entity performing similar functions.
  “ Permitted
        Encumbrances ”
shall
        mean:
  (i)  Liens
        imposed by law for taxes, fees, assessments or other governmental charges
        not
        yet due or which are being contested in good faith by appropriate proceedings
        and with respect to which adequate reserves are being maintained in accordance
        with GAAP;
  (ii)  statutory
        Liens of landlords, carriers, warehousemen, mechanics, materialmen and similar
        Liens arising by operation of law in the ordinary course of business for
        amounts
        not yet due or which are being contested in good faith by appropriate
        proceedings and with respect to which adequate reserves are being maintained
        in
        accordance with GAAP;
  (iii)  pledges
        and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
        regulations;
  (iv)  deposits
        to secure the performance of bids, trade contracts, leases, statutory
        obligations, surety and appeal bonds, performance bonds and other obli-gations
        of a like nature, in each case in the ordinary course of business;
  15
 (v)  judgment
        and attachment liens not giving rise to an Event of Default or Liens created
        by
        or existing from any litigation or legal proceeding that are currently being
        contested in good faith by appropriate proceedings and with respect to which
        adequate reserves are being maintained in accordance with GAAP; and
  (vi)  easements,
        zoning restrictions, rights-of-way and similar encumbrances on real property
        imposed by law or arising in the ordinary course of business that do not
        secure
        any monetary obligations and do not materially detract from the value of
        the
        affected property or materially interfere with the ordinary conduct of business
        of the Borrower and its Subsidiaries taken as a whole;
  provided ,
        that
        the term “Permitted Encumbrances” shall not include any Lien securing
        Indebtedness.
  “ Permitted
        Investments ”
shall
        mean:
  (vii)  direct
        obligations of, or obligations the principal of and interest on which are
        unconditionally guaranteed by, the United States (or by any agency or
        instrumentality thereof to the extent such obligations are backed by the
        full
        faith and credit of the United States), in each case maturing within one
        year
        from the date of acquisition thereof;
  **(viii)**  commercial
        paper having the highest rating, at the time of acquisition thereof, of S&P
        or Moody’s and in either case maturing within six months **** from
        the
        date of acquisition thereof;
  (ix)  certificates
        of de-posit, bankers’ acceptances and time deposits issued or guaranteed by or
        placed with, any domestic office of any commercial bank organized under the
        laws
        of the United States or any state thereof which has a combined capital and
        surplus and undivided profits of not less than $500,000,000; and
  (x)  mutual
        funds investing solely in any one or more of the Permitted Investments described
        in clauses (i) through (iii) above.
  “ Person ”
shall
        mean any individual, partnership, firm, corporation, association, joint venture,
        limited liability company, trust or other entity, or any Governmental
        Authority.
  “ Plan ”
shall
        mean any employee pension benefit plan (other than a Multiemployer Plan)
        subject
        to the provisions of Title IV of ERISA or Section 412 of the Code or Section
        302
        of ERISA, and in respect of which the Borrower or any ERISA Affiliate is
        (or, if
        such plan were terminated, would under Section 4069 of ERISA be deemed to
        be) an
“employer” as defined in Section 3(5) of ERISA.
  “ Pro
        Rata Share ”
shall
        mean (i) with respect to any Commitment of any Lender at any time, a percentage,
        the numerator of which shall be such Lender’s Commitment (or if such Commitments
        have been terminated or expired or the Loans have been declared to be due
        and
        payable, such Lender’s Loan funded under such Commitment), and the denominator
        of which shall be the sum of such Commitments of all Lenders (or if such
        Commitments have been terminated or expired or the Loans have been declared
        to
        be due and payable, all Loans of all
  16
 Lenders
          funded under such Commitments) and (ii) with respect to all Commitments
          of any
          Lender at any time, the numerator of which shall be the sum of such Lender’s
          Revolving Commitment (or if such Revolving Commitments have been terminated
          or
          expired or the Loans have been declared to be due and payable, such Lender’s
          outstanding Revolving Loans, Swingline Exposure and LC Exposure) and the
          denominator of which shall be the sum of all Lenders’ Revolving Commitments (or
          if such Revolving Commitments have been terminated or expired or the Loans
          have
          been declared to be due and payable, all outstanding Revolving Loans, Swingline
          Loans and LC Exposure of all Lenders funded under such
          Commitments).
  “ Quarterly
        Statements ”
shall
        mean the quarterly financial statements of any Insurance Subsidiary required
        to
        be filed with the insurance commissioner (or similar authority) of its
        jurisdiction of organization, which statement shall be in the form required
        by
        such Insurance Subsidiary’s jurisdiction of organization or, if no specific form
        is so required, in the form of financial statements permitted by such insurance
        commissioner (or similar authority) to be used for filing quarterly statutory
        financial statements and shall contain the type of information permitted
        by such
        insurance commissioner (or similar authority) to be disclosed therein, together
        with all exhibits or schedules therewith.
  “ Rabbi
        Trust ”
shall
        mean a non-qualified deferred compensation trust that qualifies as a “rabbi
        trust” under the Code.
  “ Regulation D ”
shall
        mean Regulation D of the Board of Governors of the Federal Reserve System,
        as the same may be in effect from time to time, and any successor
        regulations.
  “ Related
        Parties ”
shall
        mean, with respect to any specified Person, such Person’s Affiliates and the
        respective directors, officers, employees, agents and advisors of such Person
        and such Person’s Affiliates.
  “ Release ”
shall
        mean any release, spill, emission, leaking, dumping, injection, pouring,
        deposit, disposal, discharge, dispersal, leaching or migration into the
        environment (including ambient air, surface water, groundwater, land surface
        or
        subsurface strata) or within any building, structure, facility or
        fixture.
  “ Relocation
        Subsidiary ”
shall
        mean, any Subsidiary of the Borrower engaged in providing relocations service
        of
        the general type previously provided by Relocation Services, LLC, a Michigan
        limited liability company, Agronaut
        Relocation Services, LLC, a Michigan limited liability company and
        Commonwealth Relocations Services, Inc., a Pennsylvania
        corporation.
  “ Required
        Lenders ”
shall
        mean, at any time, Lenders holding more than 50% of the aggregate outstanding
        Revolving Commitments at such time or if the Lenders have no Commitments
        outstanding, then Lenders holding more than 50% of the Loans.
  “ Requirement
        of Law ”
for
        any
        Person shall mean the articles or certificate of incorporation, bylaws,
        partnership certificate and agreement, or limited liability company certificate
        of organization and agreement, as the case may be, and other organizational
        and
        governing documents of such Person, and any law, treaty, rule or regulation,
        or
        determination of
  17
 a
          Governmental Authority, in each case applicable to or binding upon such
          Person
          or any of its property or to which such Person or any of its property is
          subject.
  “ Responsible
        Officer ”
shall
        mean any of the president, the chief executive officer, the chief operating
        officer, the chief financial officer, the treasurer or a vice president of
        the
        Borrower or such other representative of the Borrower as may be designated
        in
        writing by any one of the foregoing with the consent of the Administrative
        Agent; and, with respect to the financial covenants only, the chief financial
        officer or the treasurer of the Borrower.
  “ Revolving
        Commitment ”
shall
        mean, with respect to each Lender, the obligation of such Lender to make
        Revolving Loans to the Borrower and to participate in Letters of Credit and
        Swingline Loans in an aggregate principal amount not exceeding the amount
        set
        forth with respect to such Lender on Annex
        I ,
        or in
        the case of a Person becoming a Lender after the Closing Date through an
        assignment of an existing Revolving Commitment, the amount of the assigned
        “Revolving Commitment” as provided in the Assignment and Acceptance executed by
        such Person as an assignee, as the same may be increased or deceased pursuant
        to
        terms hereof.
  “ Revolving
        Commitment Termination Date ”
shall
        mean the earliest of (i) July 28, 2011 (ii) the date on which the Revolving
        Commitments are terminated pursuant to Section
        2.8 and
        (iii) the date on which all amounts outstanding under this Agreement have
        been
        declared or have automatically become due and payable (whether by acceleration
        or otherwise).
  “ Revolving
        Credit Exposure ”
shall
        mean, with respect to any Lender at any time, the sum of the outstanding
        principal amount of such Lender’s Revolving Loans, LC Exposure and Swingline
        Exposure.
  “ Revolving
        Credit Note ”
shall
        mean a promissory note of the Borrower payable to the order of a requesting
        Lender in the principal amount of such Lender’s Revolving Commitment, in
        substantially the form of Exhibit
        A .
  “ Revolving
        Loan ”
shall
        mean a loan made by a Lender (other than the Swingline Lender) to the Borrower
        under its Revolving Commitment, which may either be a Base Rate Loan or a
        Eurodollar Loan.
  “ SAP ”
shall
        mean, with respect to any Insurance Subsidiary, the statutory accounting
        practices prescribed or permitted by the insurance commissioner (or other
        similar authority) in the jurisdiction of such Insurance Subsidiary for the
        preparation of annual statements and other financial reports by insurance
        companies of the same type as such Insurance Subsidiary, which are applicable
        to
        the circumstances as of the date of determination.
  “ S&P ”
shall
        mean Standard & Poor’s, a Division of the McGraw-Hill
        Companies.
  “ Specified
        Relocation Indebtedness ”
shall
        mean Indebtedness of the Relocation Subsidiaries incurred to acquire real
        estate
        in the ordinary course of the relocation services business of the Relocation
        Subsidiaries, the maturity of which Indebtedness shall not exceed one year
        from
        the original date of such Indebtedness and which Indebtedness is secured
        solely
        by such real estate and is otherwise non-recourse to the Borrower and its
        Subsidiaries.
  18
 “ Statutory
        Surplus ”
shall
        mean, as of any date of determination, with respect to any Insurance Subsidiary,
        such Insurance Subsidiary’s statutory capital and surplus at such date as
        determined in accordance with SAP (“Liabilities, Surplus and Other Funds
        Statement,” page, 3 line 26 of the Annual Statement).
  “ Subsidiary ”
shall
        mean, with respect to any Person (the “ parent ”),
        any
        corporation, part-nership, joint venture, limited liability company, association
        or other entity the accounts of which would be consolidated with those of
        the
        parent in the parent’s consolidated financial statements if such financial
        statements were prepared in accordance with GAAP as of such date, as well
        as any
        other corporation, part-nership, joint venture, limited liability company,
        association or other entity of which securities or other ownership interests
        representing more than 50% of the equity or more than 50% of the ordinary
        voting
        power, or in the case of a partnership, more than 50% of the general partnership
        interests are, as of such date, owned, controlled or held. Unless otherwise
        indicated, all references to “Subsidiary” hereunder shall mean a Subsidiary of
        the Borrower.
  “ Surety
        Instruments ”
shall
        mean all letters of credit (including standby and commercial), banker’s
        acceptances, bank guaranties, shipside bonds, surety bonds and similar
        instruments.
  “ Swingline
        Commitment ”
shall
        mean the commitment of the Swingline Lender to make Swingline Loans in an
        aggregate principal amount at any time outstanding not to exceed **** $10,000,000.
  “ Swingline
        Exposure ”
shall
        mean, with respect to each Lender, the principal amount of the Swingline
        Loans
        in which such Lender is legally obligated either to make a Base Rate Loan
        or to
        purchase a participation in accordance with Section
        2.5 ,
        which
        shall equal such Lender’s Pro Rata Share of all outstanding Swingline
        Loans.
  “ Swingline
        Lender ”
shall
        mean SunTrust Bank.
  “ Swingline
        Loan ”
shall
        mean a loan made to the Borrower by the Swingline Lender under the Swingline
        Commitment.
  “ Swingline
        Note ”
shall
        mean the promissory note of the Borrower payable to the order of the Swingline
        Lender in the principal amount of the Swingline Commitment, substantially
        the
        form of Exhibit
        B .
  “ Swingline
        Rate ”
shall
        mean, for any Interest Period, the rate as offered by the Administrative
        Agent
        and accepted by the Borrower. The Borrower is under no obligation to accept
        this
        rate and the Administrative Agent is under no obligation to provide
        it.
  “ Synthetic
        Lease ”
means
        a
        lease transaction under which the parties intend that (i) the lease will
        be
        treated as an “operating lease” by the lessee pursuant to Statement of Financial
        Accounting Standards No. 13, as amended and (ii) the lessee will be entitled
        to
        various tax and other benefits ordinarily available to owners (as opposed
        to
        lessees) of like property.
  19
 “ Synthetic
        Lease Obligations ”
shall
        mean, with respect to any Person, the sum of (i) all remaining rental
        obligations of such Person as lessee under Synthetic Leases which are
        attributable to principal and, without duplication and (ii) all rental and
        purchase price payment obligations of such Person under such Synthetic Leases
        assuming such Person exercises the option to purchase the lease property
        at the
        end of the lease term, discounted at the Treasury Rate plus 200
        bps.
  “ Taxes ”
shall
        mean any and all present or future taxes, levies, imposts, duties, deductions,
        charges or withholdings imposed by any Governmental Authority.
  “ Transnation ”
shall
        mean Transnation Title Insurance Company, an Arizona corporation.
  “ Treasury
        Rate ”
means,
        as of any date, with respect to the determination with respect to any Synthetic
        Lease or sale and leaseback transaction, the rate of interest **** for
        U.S.
        Treasury Bills published by the Bloomberg Reporting System on the Business
        Day
        prior to such day, with a maturity equal to the remaining term of such
        lease.
  “ 2004
        Convertible Debenture ”
shall
        mean, collectively, senior unsecured convertible debentures of the Borrower,
        in
        an aggregate amount not to exceed One Hundred Twenty-Five Million Dollars
        ($125,000,000), as described on Schedule
        7.1 attached
        hereto.
  “ 2004
        Convertible Debenture Hedges ”
shall
        mean hedging transactions in the Borrower’s Common Stock entered into by the
        Borrower in connection with the offering of the 2004 Convertible Debenture
        concurrently with the pricing of such offering, including but not limited
        to the
        following: the purchase by the Borrower of a call option, the sale by the
        Borrower of a warrant option, and the Borrower entering into a dividend floor
        protection agreement, an indemnity side letter and other agreements relating
        to
        such hedging transactions.
  “ 2006
        Prudential Notes ”
shall
        mean, collectively, senior unsecured notes issued by the Borrower on the
        Closing
        Date, in an aggregate amount not to exceed One Hundred Fifty Million Dollars
        ($150,000,000) with an additional shelf facility in an aggregate amount not
        to
        exceed Seventy Five million Dollars ($75,000,000).
  “ Type ”,
        when
        used in reference to a Loan or Borrowing, refers to whether the rate of interest
        on such Loan, or on the Loans comprising such Borrowing, is determined by
        reference to the Adjusted LIBO Rate or the Base Rate. ****
  “ Wholly
        Owned Subsidiary ”
shall
        mean any corporation or other entity into which (other than directors’
qualifying shares required by law) 100% of the Capital Stock of each class
        having ordinary voting power, and 100% of the Capital Stock in every other
        class, in each case (or, in the case of Persons other than corporations,
        membership interests or other equity interests), at the time of which any
        determination is being made, is owned, beneficially and of record, by the
        Borrower, or by one or more of the other Wholly Owned Subsidiaries, or
        both.
  20
 “ Withdrawal
        Liability ”
shall
        mean liability to a Multiemployer Plan as a result of a complete or partial
        withdrawal from such Multiemployer Plan, as such terms are defined in Part
        I of
        Subtitle E of Title IV of ERISA.
  **Section
        1.2.**  **Classifications
        of Loans and Borrowings.** **** For
        purposes of this Agreement, Loans may be classified and referred to by Class
        (e.g. a “Revolving Loan” or “Swingline Loan”) or by Type (e.g. a “Eurodollar
        Loan” or “Base Rate Loan”) or by Class and Type (e.g. “Revolving Eurodollar
        Loan”). Borrowings also may be classified and referred to by Class (e.g.
“Revolving Borrowing”) or by Type (e.g. “Eurodollar Borrowing”) or by Class and
        Type (e.g. “ Revolving Eurodollar Borrowing”).
  **Section
        1.3.**  **Accounting
        Terms and Determination.** .
        Un-less
        otherwise defined or specified herein, all accounting terms used herein shall
        be
        interpreted, all accounting determinations hereunder shall be made, and all
        financial statements required to be delivered hereunder shall be prepared,
        in
        accordance with GAAP as in effect from time to time, applied on a basis
        consistent with the most recent audited consolidated financial statement
        of the
        Borrower delivered pursuant to Section
        5.1 ( a ); provided ,
        that if
        the Borrower notifies the Administrative Agent that the Borrower wishes to
        amend
        any covenant in Article VI to eliminate the effect of any change in GAAP
        on the
        operation of such covenant (or if the Administrative Agent notifies the Borrower
        that the Required Lenders wish to amend Article VI for such purpose), then
        the
        Borrower’s compliance with such covenant shall be determined on the basis of
        GAAP in effect immediately before the relevant change in GAAP became effective,
        until either such notice is withdrawn or such covenant is amended in a manner
        satisfactory to the Borrower and the Required Lenders. References herein
        to
        particular columns, lines or sections of any Person’s Annual Statement shall be
        deemed, where appropriate, to be references to the corresponding columns,
        lines
        or sections of such Person’s Quarterly Statements, or if no such corresponding
        column, line or section exists or if any report form changes, then to the
        corresponding item referenced thereby. In the event the columns, lines or
        sections of the Annual Statement referenced herein are changed or renumbered,
        all such references shall be deemed references to such column, line or section
        as so renumbered or changed.
  **Section
        1.4.**  **Terms
        Generally** . **** 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”. In the computation of periods of time
        from a specified date to a later specified date, the word “from” means “from and
        including” and the word “to” means “to but excluding”. Unless the context
        requires otherwise (i) any definition of or reference to any agreement,
        instrument or other document herein shall be construed as referring to such
        agreement, instrument or other document as it was originally executed or
        as it
        may from time to time be amended, restated, supplemented or otherwise modified
        (subject to any restrictions on such amendments, supplements or modifications
        set forth herein), (ii) any reference herein to
  21
 any
          Person shall be construed to include such Person’s successors and permitted
          assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar
          import shall be construed to refer to this Agreement as a whole and not
          to any
          particular provision hereof, (iv) all references to Articles, Sections,
          Exhibits and Schedules shall be construed to refer to Articles, Sections,
          Exhibits and Schedules to this Agreement and (v) all references to a
          specific time shall be construed to refer to the time in the city and state
          of
          the Administrative Agent’s principal office, unless otherwise indicated.
  **ARTICLE
        II**
  **AMOUNT
        AND TERMS OF THE COMMITMENTS**
  **Section
        2.1.**  **General
        Description of Facilities.** Subject
        to and upon the terms and conditions herein set forth, (i) the Lenders
        hereby establish in favor of the Borrower a revolving credit facility pursuant
        to which each Lender severally agrees (to the extent of such Lender’s Revolving
        Commitment) to make Revolving Loans to the Borrower in accordance with Section
        2.2 ,
        (ii)
        the Issuing Bank agrees to issue Letters of Credit in accordance with Section **** 2.22 ,
        (iii)
        the Swingline Lender agrees to make Swingline Loans in accordance with Section
        2.4 ,
        and
        (iv) each Lender agrees to purchase a participation interest in the Letters
        of
        Credit and the Swingline Loans pursuant to the terms and conditions hereof; provided ,
        that in
        no event shall the aggregate principal amount of all outstanding Revolving
        Loans, Swingline Loans and outstanding LC Exposure exceed at any time the
        Aggregate Revolving Commitment Amount from time to time in effect.
  **Section
        2.2.**  **Revolving
        Loans** .
        Subject
        to the terms and conditions set forth herein, each Lender severally agrees
        to
        make Revolving Loans, ratably in proportion to its Pro Rata Share, to the
        Borrower, from time to time during the **** Availability
        Period, in an aggregate principal amount outstanding at any time that will
        not
        result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s
        Revolving Commitment or (b) the sum of the aggregate Revolving Credit Exposures
        of all Lenders exceeding the Aggregate Revolving Commitment Amount. During
        the
        Availability Period, the Borrower shall be entitled to borrow, prepay and
        reborrow Revolving Loans in accordance with the terms and conditions of this
        Agreement; pro-vided ,
        that
        the Borrower may not borrow or reborrow should there exist a Default or Event
        of
        Default.
  **Section
        2.3.**  **Procedure
        for Revolving Borrowings** .
        The
        Borrower shall give the Administrative Agent written notice (or telephonic
        notice promptly confirmed in writing) of each Revolving Borrowing substantially
        in the form of Exhibit
        2.3 attached
        hereto (a “ Notice
        of Revolving Borrowing ”)
        (x)
        prior to 11:00 a.m. (New York time) one (1) Business Day prior to the requested
        date of each Base Rate Borrowing and (y) prior to 11:00 a.m. (New York time)
        three (3) Business Days prior to the requested date of each Eurodollar
        Borrowing. Each Notice of Revolving Borrowing shall be irrevocable
        and **** shall
        specify: (i) the aggregate principal amount of such Borrowing, (ii) the date
        of
        such Borrowing (which shall be a Business Day), (iii) the Type of such Revolving
        Loan comprising such Borrowing and (iv) in the case of a
  22
  **Section
        2.4.**  **Swingline
        Commitment** .
        Subject
        to the terms and conditions set forth herein, the Swingline Lender agrees
        to
        make Swingline Loans to the Borrower, from time to time during the Availability
        Period, in an aggregate principal amount outstanding at any time not to exceed
        the lesser of (i) the Swingline Commitment then in effect and (ii) the
        difference between the Aggregate Revolving Commitment Amount and the aggregate
        Revolving Credit Exposures of all Lenders; provided ,
        that
        the Swingline Lender shall not be required to make a Swingline Loan to refinance
        an outstanding Swingline Loan. The Borrower shall be entitled to borrow,
        repay
        and reborrow Swingline Loans in accordance with the terms and conditions
        of this
        Agreement.
  **Section
        2.5.**  **Procedure
        for Swingline Borrowing; Etc** . (a) The
        Borrower shall give the Administrative Agent written notice (or telephonic
        notice promptly confirmed in writing) of each Swingline Borrowing substantially
        in the form of Exhibit
        2.5 attached
        hereto (“ Notice
        of Swingline Borrowing ”)
        prior
        to 10:00 a.m. (New York time) on the requested date of each Swingline Borrowing.
        Each Notice of Swingline Borrowing shall be irrevocable and shall specify:
        (i)
        the principal amount of such Swingline Loan, (ii) the date of such Swingline
        Loan (which shall be a Business Day) and (iii) the account of the Borrower
        to
        which the proceeds of such Swingline Loan should be credited. The Administrative
        Agent will promptly advise the Swingline Lender of each Notice of Swingline
        Borrowing. Each Swingline Loan shall accrue interest at the Swingline Rate
        and
        shall have an Interest Period (subject to the definition thereof) as agreed
        between the Borrower and the Swingline Lender. The aggregate principal amount
        of
        each Swingline Loan shall be not less than **** $100,000
        or a larger multiple of $50,000, or such other minimum amounts agreed to
        by the
        Swingline Lender and the Borrower. The Swingline Lender will make the proceeds
        of each Swingline Loan available to the Borrower in Dollars in immediately
        available funds at the account specified by the Borrower in the applicable
        Notice of Swingline Borrowing not later than 1:00 p.m. (New York time) on
        the
        requested date of such Swingline Loan.
  (b)  The
        Swingline Lender, at any time and from time to time in its sole discretion,
        may,
        on behalf of the Borrower (which hereby irrevocably authorizes and directs
        the
        Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing
        to
        the
  23
 Administrative
          Agent requesting the Lenders (including the Swingline Lender) to make Base
          Rate
          Loans in an amount equal to the unpaid principal amount of any Swingline
          Loan.
          Each Lender will make the proceeds of its Base Rate Loan included in such
          Borrowing available to the Administrative Agent for the account of the
          Swingline
          Lender in accordance with Section
          2.6 ,
          which
          will be used solely for the repayment of such Swingline Loan.
  **(c)**  If
        for
        any reason a Base Rate Borrowing may not be (as determined in the sole
        discretion of the Administrative Agent), or is not, made in accordance with
        the
        foregoing provisions, then each Lender (other than the Swingline Lender)
        shall
        purchase an undivided participating interest in such Swingline Loan in an
        amount
        equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing
        should have occurred. On the date of such required purchase, each Lender
        shall
        promptly transfer, in immediately available funds, the amount of its
        participating interest to the Administrative Agent for the account of the
        Swingline Lender. If such Swingline Loan bears interest at a rate other than
        the
        Base Rate, such Swingline Loan shall automatically become a Base Rate Loan
        on
        the effective date of any such participation and interest shall become payable
        on demand.
  (d)  Each
        Lender’s obligation to make a Base Rate Loan pursuant to Section
        2.5(b )
        or to
        purchase the participating interests pursuant to Section
        2.5(c )
        shall
        be absolute and unconditional and shall not be affected by any circumstance,
        including without limitation (i) any setoff, counterclaim, recoupment, defense
        or other right that such Lender or any other Person may have or claim against
        the Swingline Lender, the Borrower or any other Person for any reason
        whatsoever, (ii) the existence of a Default or an Event of Default or the
        termination of any Lender’s Revolving Commitment, (iii) the existence (or
        alleged existence) of any event or condition which has had or could reasonably
        be expected to have a Material Adverse Effect, (iv) any breach of this Agreement
        or any other Loan Document by the Borrower, the Administrative Agent or any
        Lender or (v) any other circumstance, happening or event whatsoever, whether
        or
        not similar to any of the foregoing. If such amount is not in fact made
        available to the Swingline Lender by any Lender, the Swingline Lender shall
        be
        entitled to recover such amount on demand from such Lender, together with
        accrued interest thereon for each day from the date of demand thereof (i)
        at the
        Federal Funds Rate until the second Business Day after such demand and (ii)
        at
        the Base Rate at all times thereafter. Until such time as such Lender makes
        its
        required payment, the Swingline Lender shall be deemed to continue to have
        outstanding Swingline Loans in the amount of the unpaid participation for
        all
        purposes of the Loan Documents. In addition, such Lender shall be deemed
        to have
        assigned any and all payments made of principal and interest on its Loans
        and
        any other amounts due to it hereunder, to the Swingline Lender to fund the
        amount of such Lender’s participation interest in such Swingline Loans that such
        Lender failed to fund pursuant to this Section, until such amount has been
        purchased in full.
  **Section
        2.6.**  **Funding
        of Borrowings** .
  (a)  Each
        Lender will make available each Loan to be made by it hereunder on the proposed
        date thereof by wire transfer in immediately available funds by 11:00 a.m.
        (New
        York time) to the Administrative Agent at the Payment Office; provided ,
        that
        the Swingline Loans will be made as set forth in Section
        2.5 .
        The
        Administrative Agent will make such Loans available to the Borrower by promptly
        crediting the amounts that it receives, in like funds by the close of business
        on such proposed date, to an account maintained by the Borrower with the
  24
 Administrative
          Agent or at the Borrower’s option, by effecting a wire transfer of such amounts
          to an account designated by the Borrower to the Administrative
          Agent.
  (b)  Unless
        the Administrative Agent shall have been notified by any Lender prior to
        5:00
        p.m. (New York time) one (1) Business Day prior to the date of a Borrowing
        in
        which such Lender is to participate that such Lender will not make available
        to
        the Administrative Agent such Lender’s share of such Borrowing, the
        Administrative Agent may assume that such Lender has made such amount available
        to the Administrative Agent on such date, and the Administrative Agent, in
        reliance on such assumption, may make available to the Borrower on such date
        a
        cor-responding amount. If such corresponding amount is not in fact made
        available to the Administrative Agent by such Lender on the date of such
        Borrowing, the Administrative Agent shall be entitled to recover such
        corresponding amount on demand from such Lender to-gether with interest at
        the
        Federal Funds Rate until the second Business Day after such demand and
        thereafter at the Base Rate. If such Lender does not pay such corresponding
        amount forthwith upon the Administrative Agent’s demand therefor, the
        Administrative Agent shall promptly notify the Borrower, and the Borrower
        shall
        immediately pay such corresponding amount to the Administrative Agent together
        with interest at the rate specified for such Bor-rowing. Nothing in this
        subsec-tion shall be deemed to relieve any Lender from its obligation to
        fund
        its Pro Rata Share of any Borrowing hereunder or to preju-dice any rights
        which
        the Borrower may have against any Lender as a result of any de-fault by such
        Lender hereunder.
  (c)  All
        Revolving Borrowings shall be made by the Lenders on the basis of their
        respective Pro Rata Shares. No Lender shall be responsible for any default
        by
        any other Lender in its obligations hereunder, and each Lender shall be
        ob-ligated to make its Loans provided to be made by it hereunder, regardless
        of
        the failure of any other Lender to make its Loans hereunder.
  **Section
        2.7.**  **Interest
        Elections** **.**
  (a)  Each
        Borrowing initially shall be of the Type specified in the applicable Notice
        of
        Borrowing, and in the case of a Eurodollar Borrowing, shall have an initial
        Interest Period as specified in such Notice of Borrowing. Thereafter, the
        Borrower may elect to convert such Borrowing into a different Type or to
        continue such Borrowing, and in the case of a Eurodollar Borrowing, may elect
        Interest Periods therefor, all as provided in this Section. The Borrower
        may
        elect different options with respect to different portions of the affected
        Borrowing, in which case each such portion shall be allocated ratably among
        the
        Lenders holding Loans comprising such Borrowing, and the Loans comprising
        each
        such portion shall be considered a separate Borrowing. This Section shall
        NOT
        apply to Swingline Borrowings, which may not be converted or
        continued.
  (b)  To
        make
        an election pursuant to this Section, the Borrower shall give the Administrative
        Agent prior written notice (or telephonic notice promptly confirmed in writing)
        of each Borrowing substantially in the form of Exhibit
        2.7 attached
        hereto (a “ Notice
        of Conversion/Continuation ”)
        that
        is to be converted or continued, as the case may be, (x) prior to 11:00 a.m.
        (New York time) one (1) Business Day prior to the requested date of a conversion
        into a Base Rate Borrowing and (y) prior to 11:00 a.m. (New York time) three
        (3)
        Business Days prior to a continuation of or conversion into a Eurodollar
        Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable
        and
        shall specify (i) the Borrowing to which such Notice of
  25
 Continuation/Conversion
          applies and if different options are being elected with respect to different
          portions thereof, the portions thereof that are to be allocated to each
          resulting Borrowing (in which case the information to be specified pursuant
          to
          clauses (iii) and (iv) shall be specified for each resulting Borrowing);
          (ii)
          the effective date of the election made pursuant to such Notice of
          Continuation/Conversion, which shall be a Business Day, (iii) whether the
          resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing;
          and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the
          Interest Period applicable thereto after giving effect to such election,
          which
          shall be a period contemplated by the definition of “Interest Period”. If any
          such Notice of Continuation/Conversion requests a Eurodollar Borrowing
          but does
          not specify an Interest Period, the Borrower shall be deemed to have selected
          an
          Interest Period of one month. The principal amount of any resulting Borrowing
          shall satisfy the minimum borrowing amount for Eurodollar Borrowings and
          Base
          Rate Borrowings set forth in Section
          2.3 .
  (c)  If,
        on
        the expiration of any Interest Period in respect of any Eurodollar Borrowing,
        the Borrower shall have failed to deliver a Notice of Conversion/ Continuation,
        then, unless such Borrowing is repaid as provided herein, the Borrower shall
        be
        deemed to have elected to convert such Borrowing to a Base Rate Borrowing.
        No
        Borrowing may be converted into, or continued as, a Eurodollar Borrowing
        if a
        Default or an Event of Default exists, unless the Administrative Agent and
        each
        of the Lenders shall have otherwise consented in writing. No conversion of
        any
        Eurodollar Loans shall be permitted except on the last day of the Interest
        Period in respect thereof. ****
  (d)  Upon
        receipt of any Notice of Conversion/Continuation, the Administrative Agent
        shall
        promptly notify each Lender of the details thereof and of such Lender’s portion
        of each resulting Borrowing.
  **Section
        2.8.**  **Optional
        Reduction and Termination of Commitments** **.**
  (a)  Unless
        previously terminated, all Revolving Commitments (including the LC Commitments)
        shall terminate on the Revolving Commitment Termination Date.
  (b)  Upon
        at
        least three (3) Business Days’ prior written notice (or telephonic notice
        promptly confirmed in writing) to the Administrative Agent (which notice
        shall
        be irrevocable), the Borrower may reduce the Aggregate Revolving Commitments
        in
        part or terminate the Aggregate Revolving Commitments in whole; provided ,
        that
        (i) any partial reduction shall apply to reduce proportionately and permanently
        the Revolving Commitment of each Lender, (ii) any partial reduction pursuant
        to
        this Section
        2.8 shall be
        in an amount of at least $5,000,000 and any larger multiple of $1,000,000,
        and
        (iii) no such reduction shall be permitted which would reduce the Aggregate
        Revolving Commitment Amount to an amount less than the outstanding Revolving
        Credit Exposures of all Lenders. Any such reduction in the Aggregate Revolving
        Commitment Amount shall result in a proportionate reduction (rounded to the
        next
        lowest integral multiple of $100,000) in the Swingline Commitment and the
        LC
        Commitment.
  **Section
        2.9.**  **Repayment
        of Loans** **.**
  26
 (a)  The
        outstanding principal amount of all Revolving Loans shall be due and payable
        (together with accrued and unpaid interest thereon) on the Revolving Commitment
        Termination Date.
  (b)  The
        principal amount of each Swingline Borrowing shall be due and payable (together
        with accrued interest thereon) on the earlier of (i) the last day of the
        Interest Period applicable to such Borrowing and (ii) the Revolving Commitment
        Termination Date.
  **Section
        2.10.**  **Evidence
        of Indebtedness** . (a) Each
        Lender shall maintain in accordance with its usual practice appropriate records
        evidencing the indebtedness of the Borrower to such Lender resulting from
        each
        Loan made by such Lender from time to time, including the amounts of principal
        and interest payable thereon and paid to such Lender from time to time under
        this Agreement. The Administrative Agent shall maintain **** appropriate
        records **** in
        which
        shall be recorded (i) the Revolving Commitment of each Lender, (ii) the amount
        of each Loan made hereunder by each Lender, the Class and Type thereof and
        the
        Interest Period applicable thereto, (iii) the date of each continuation thereof
        pursuant to Section
        2.7 ,
        (iv)
        the date of each conversion of all or a portion thereof to another Type pursuant
        to Section
        2.7 ,
        (v) the
        date and amount of any principal or interest due and payable or to become
        due
        and payable from the Borrower to each Lender hereunder in respect of such
        Loans
        and (vi) both the date and amount of any sum received by the Administrative
        Agent hereunder from the Borrower in respect of the Loans and each Lender’s Pro
        Rata Share thereof. The entries made in such records shall be *prima
        facie* evidence
        of the existence and amounts of the obligations of the Borrower therein
        recorded; provided ,
        that
        the failure or delay of any Lender or the Administrative Agent in maintaining
        or
        making entries into any such record or any error therein shall not in any
        manner
        affect the obligation of the Borrower to repay the Loans (both principal
        and
        unpaid accrued interest) of such Lender in accordance with the terms of this
        Agreement.
  (b)  At
        the
        request of any Lender (including the Swingline Lender) at any time, the Borrower
        agrees that it will execute and deliver to such Lender a Revolving Credit
        Note
        and, in the case of the Swingline Lender only, a Swingline Note, payable
        to the
        order of such Lender.
  **Section
        2.11.**  **Optional
        Prepayments** **.** The
        Borrower shall have the right at any time and from time to time to prepay
        any
        Borrowing, in whole or in part, without premium or penalty, by giving
        irrevocable written notice (or telephonic notice promptly confirmed in writing)
        to the Administrative Agent no later than (i) in the case of prepayment of
        any
        Eurodollar Borrowing, noon (New York time) not less than three (3) Business
        Days
        prior to any such prepayment, (ii) in the case of any prepayment of any Base
        Rate Borrowing, not less than one Business Day prior to the date of such
        prepayment, and (iii) in the case of Swingline Borrowings, prior to noon
        on the
        date of such prepayment. Each such notice shall be irrevocable and shall
        specify
        the proposed date of such prepayment and the principal amount of each Borrowing
        or portion thereof to be prepaid. Upon receipt of any such notice, the
        Administrative Agent shall promptly notify each affected Lender of the contents
        thereof and of such Lender’s Pro Rata Share of any such prepayment. If such
        notice is given, the aggregate amount specified in such notice shall be due
        and
        payable on the date designated in such notice, together with
  27
 
  accrued
          interest to such date on the amount so prepaid in accordance with Section
          2.13(d ); provided ,
          that if
          a Eurodollar Borrowing is prepaid on a date other than the last day of
          an
          Interest Period applicable thereto, the Borrower shall also pay all amounts
          required pursuant to Section 2.19 .
          Each
          partial prepayment of any Loan (other than a Swingline Loan) shall be in
          an
          amount that would be permitted in the case of an advance of a Revolving
          Borrowing of the same Type pursuant to Section
          2.3 or in
          the case of a Swingline Loan pursuant to Section
          2.5 .
          Each
          prepayment of a Borrowing shall be applied ratably to the Loans comprising
          such
          Borrowing.
  **Section
        2.12.**  **Mandatory
        Prepayments** .
  (a)  Immediately
        upon receipt by the Borrower or any of its Subsidiaries of proceeds of any
        sale
        or disposition by the Borrower or such Subsidiary of any of its assets
        (excluding (i) up to $20,000,000 in any Fiscal Year of proceeds from the
        sale of
        assets permitted under Section
        7.6(d) and (ii)
        sales of assets permitted by Section
        7.6 other
        than pursuant to clause (d) thereof) the Borrower shall prepay the Loans
        in an
        amount equal to all such proceeds, net of commissions and other reasonable
        and
        customary transaction costs, fees and expenses properly attributable to such
        transaction and payable by such Borrower in connection therewith (in each
        case,
        paid to non-Affiliates). Any such prepayment shall be applied in accordance
        with Section
        2.12(b) .
  (b)  Any
        prepayments made by the Borrower pursuant to Section
        2.12(a) above
        shall be applied as follows: first ,
        to
        Administrative Agent’s fees and reimbursable expenses then due and payable
        pursuant to any of the Loan Documents; second ,
        to all
        other fees and reimbursable expenses of the Lenders and the Issuing Bank
        then
        due and payable pursuant to any of the Loan Documents, pro rata to the Lenders
        and the Issuing Bank based on their respective Pro Rata Shares of such fees
        and
        expenses; third ,
        to
        interests then due and payable on the Loans made to Borrower, pro rata to
        the
        Lenders based on their respective Revolving Commitments; fourth ,
        to the
        principal balance of the Swingline Loans, until the same shall have been
        paid in
        full, to the Swingline Lender; and fifth ,
        to the
        principal balance of the Revolving Loans, until the same shall have been
        paid in
        full, pro rata to the Lenders based on their respective Revolving Commitments.
        The Revolving Commitments of the Lenders shall be permanently reduced by
        the
        amount of any prepayments made pursuant to clauses fourth and fifth
        above.
  (c)  If
        at any
        time the aggregate outstanding principal amount of Revolving Loans exceeds
        the
        Revolving Commitment, the Borrower shall immediately repay the Revolving
        Loans
        in an amount equal to such excess, together with all accrued and unpaid interest
        on such excess amount and any amounts due under Section
        2.19 .
  **Section
        2.13.**  **Interest
        on Loans** **.**
  (a)  The
        Borrower shall pay interest on each Base Rate Loan at the Base Rate in effect
        from time to time and on each Eurodollar Loan at the Adjusted LIBO Rate for
        the
        applicable Interest Period in effect for such Loan *plus* the
        Applicable Margin in effect from time to time.
  28
 (b)  The
        Borrower shall pay interest on each Swingline Loan at the Swingline Rate
        in
        effect from time to time.
  (c)  While
        an
        Event of Default exists or after acceleration, at the option of the Required
        Lenders, the Borrower shall pay interest (“ Default
        Interest ”)
        with
        respect to all Eurodollar Loans at the rate otherwise applicable for the
        then-current Interest Pe-riod plus an
        additional 2% per annum until the last day of such Interest Period, and
        thereafter, and with respect to all Base Rate Loans and all Swingline
        Loans **** and
        all
        other Obligations hereunder (other than Loans), at an all-in rate in effect
        for
        Base Rate Loans, *plus* an
        additional 2% per annum.
  (d)  Interest
        on the principal amount of all Loans shall accrue from and includ-ing the
        date
        such Loans are made to but excluding the date of any repay-ment thereof.
        Interest on all outstanding Base Rate Loans and Swingline Loans shall be
        payable
        quarterly in arrears on the last day of each March, June, September and December
        and on the Revolving Commitment Termination Date. Interest on all outstanding
        Eurodollar Loans shall be payable on the last day of each Interest Period
        applicable thereto, and, in the case of any Eurodollar Loans having an Interest
        Period in excess of three months or 90 days, respectively, on each day which
        occurs every three months or 90 days, as the case may be, after the initial
        date
        of such Interest Period, and on the Revolving Commitment Termination Date.
        Interest on any Loan which is converted into a Loan of another Type or which
        is
        repaid or prepaid shall be payable on the date of such conversion or on the
        date
        of any such repayment or prepayment (on the amount repaid or prepaid) thereof.
        All Default Interest shall be payable on demand.
  (e)  The
        Administrative Agent shall determine each interest rate applicable to the
        Loans
        hereunder and shall promptly notify the Borrower and the Lenders of such
        rate in
        writing (or by telephone, promptly con-firmed in writing). Any such
        determination shall be conclusive and binding for all purposes, absent manifest
        error.
  **Section
        2.14.**  **Fees** .
  **(a)**  The
        Borrower shall pay to the Administrative Agent for its own account fees in
        the
        amounts and at the times previously agreed upon in writing by the Borrower
        and
        the Administrative Agent. ****
  (b)  The
        Borrower agrees to pay to the Administrative Agent for the account of each
        Lender a facility fee, which shall accrue at the Applicable Percentage per
        annum
        (determined daily in accordance with Schedule
        I )
        on the
        daily amount of the Revolving Commitment (whether used or unused) of such
        Lender
        during the Availability Period; provided ,
        that if
        such Lender continues to have any Revolving Credit Exposure after the Revolving
        Commitment Termination Date, then the facility fee shall continue to accrue
        on
        the daily amount of such Revolving Credit Exposure **** from
        and
        after the Revolving Commitment Termination Date to the date that all of such
        Lender’s Revolving Credit Exposure has been paid in full.
  (c)  The
        Borrower agrees to pay (i) to the Administrative Agent, for the account of
        each
        Lender, a letter of credit fee with respect to its participation in each
        Letter
        of Credit, which shall accrue at a rate per annum equal to the Applicable
        Margin
        for Eurodollar
  29
 Loans
          then in effect on the average daily amount of such Lender’s LC Exposure
          (excluding any portion thereof attributable to unreimbursed LC Disbursements)
          attributable to such Letter of Credit during the period from and including
          the
          date of issuance of such Letter of Credit to but excluding the date on
          which
          such Letter of Credit expires or is drawn in full (including without limitation
          any LC Exposure that remains outstanding after the Revolving Commitment
          Termination Date) and (ii) to the Issuing Bank for its own account a fronting
          fee, which shall accrue at the rate of 0.125% per annum on the average
          daily
          amount of the LC Exposure (excluding any portion thereof attributable to
          unreimbursed LC Disbursements) during the Availability Period (or until
          the date
          that such Letter of Credit is irrevocably cancelled, whichever is later),
          as
          well as the Issuing Bank’s standard fees with respect to issuance, amendment,
          renewal or extension of any Letter of Credit or processing of drawings
          thereunder.
  (d)  The
        Borrower shall pay to the Administrative Agent, for the ratable benefit of
        each
        Lender, the upfront fee previously agreed upon by the Borrower and the
        Administrative Agent, which shall be due and payable on the Closing
        Date.
  (e)  Accrued
        fees (other than the upfront fee referenced in paragraph (d)) shall be payable
        quarterly in arrears on the last day of each March, June, September and
        December, commencing on September 30, 2006 and on the Revolving Commitment
        Termination Date (and if later, the date the Loans and LC Exposure shall
        be
        repaid in their entirety); provided  further ,
        that
        any such fees accruing after the Revolving Commitment Termination Date shall
        be
        payable on demand.
  **Section
        2.15.**  **Computation
        of Interest and Fees** **.** All
        computations of interest and fees hereunder shall be made on the basis of
        a year
        of 360 days for the actual number of days (including the first day but
        excluding the last day) occurring in the period for which such interest or
        fees
        are payable (to the extent computed on the basis of days elapsed). Each
        determination by the Administrative Agent of an interest amount or fee hereunder
        shall be made in good faith and, except for manifest error, shall be final,
        con-clusive and binding for all purposes.
  **Section
        2.16.**  **Inability
        to Determine Interest Rates** .
        If
        prior to the commencement of any Interest Period for any Eurodollar
        Borrowing,
  (i)  the
        Administrative Agent shall have determined (which determination shall be
        conclusive and binding upon the Borrower) that, by reason of circumstances
        affecting the relevant interbank market, ad-equate means do not exist for
        ascertaining LIBOR for such Interest Period, or
  (ii)  the
        Administrative Agent shall have received notice from the Required Lenders
        that
        the Adjusted LIBO Rate does not adequately and fairly reflect the cost to
        such
        Lenders of making, funding or maintaining their Eurodollar Loans for such
        Interest Period,
  the
        Administrative Agent shall give written notice (or telephonic notice, promptly
        confirmed in writing) to the Borrower and to the Lenders as soon as practicable
        thereafter. In the case of Eurodollar Loans, until the Administrative Agent
        shall notify the Borrower and the Lenders that
  30
 the
        circumstances giv-ing rise to such notice no longer exist, (i) the obligations
        of the Lenders to make Eurodollar Revolving Loans or to continue or convert
        outstanding Loans as or into Eurodollar Loans shall be suspended and (ii)
        all
        such affected Loans shall be converted into Base Rate Loans on the last day
        of
        the then current Interest Period applicable thereto unless the Borrower prepays
        such Loans in accordance with this Agreement. Unless the Borrower notifies
        the
        Administrative Agent at least one Business Day before the date of any Eurodollar
        Revolving Borrowing for which a Notice of Revolving Borrowing has previously
        been given that it elects not to borrow on such date, then such Revolving
        Borrowing shall be made as a Base Rate Borrowing. ****
  **Section
        2.17.**  **Illegality** **.** If
        any
        Change in Law shall make it unlawful or impossible for any Lender to make,
        maintain or fund any Eurodollar Loan and such Lender shall so notify the
        Administrative Agent, the Administrative Agent shall promptly give notice
        thereof to the Borrower and the other Lenders, whereupon until such Lender
        notifies the Administrative Agent and the Borrower that the circumstances
        giving
        rise to such suspension no longer exist, the obligation of such Lender to
        make
        Eurodollar Revolving Loans, or to continue or convert outstanding Loans as
        or
        into Eurodollar Loans, shall be suspended. In the case of the making of a
        Eurodollar Revolving Borrowing, such Lender’s Revolving Loan shall be made as a
        Base Rate Loan as part of the same Revolving Borrowing for the same Interest
        Period and if the affected Eurodollar Loan is then outstanding, such Loan
        shall
        be converted to a Base Rate Loan either (i) on the last day of the then current
        Interest Period applicable to such Eurodollar Loan if such Lender may lawfully
        continue to maintain such Loan to such date or (ii) immediately if such Lender
        shall determine that it may not lawfully continue to maintain such Eurodollar
        Loan to such date. Notwithstanding the foregoing, the affected Lender shall,
        prior to giving such notice to the Administrative Agent, designate a different
        Applicable Lending Office if such designation would avoid the need for giving
        such notice and if such designation would not otherwise be disadvantageous
        to
        such Lender in the good faith exercise of its discretion.
  **Section
        2.18.**  **Increased
        Costs** .
  (a)  If
        any
        Change in Law shall:
  **(i)**  impose,
        modify or deem applicable any reserve, special deposit or similar requirement
        that is not otherwise included in the determination of the Adjusted LIBO
        Rate
        hereunder against assets of, deposits with or for the account of, or credit
        extended by, any Lender (except any such reserve requirement reflected in
        the
        Adjusted LIBO Rate) or the Issuing Bank; or ****
  **(ii)**  impose
        on
        any Lender or on the Issuing Bank or the eurodollar interbank market any
        other
        condition affecting this Agreement or any Eurodollar Loans made by such Lender
        or any Letter of Credit or any participation therein; and the result of either
        of the foregoing is to increase the cost to such Lender of making, converting
        into, continuing or maintaining a Eurodollar Loan or to increase the cost
        to
        such Lender or the Issuing Bank of participating in or issuing any Letter
        of
        Credit or to reduce the amount received or receivable by such Lender or the
        Issuing Bank hereunder (whether of
  31
 
  principal, interest
          or any other amount), then the Borrower shall promptly pay, upon written
          notice
          from and demand by such Lender on the Borrower (with a copy of such notice
          and
          demand to the Administrative Agent), to the Administrative Agent for the
          account
          of such Lender, within five Business Days after the date of such notice
          and
          demand, additional amount or amounts sufficient to compensate such Lender
          or the
          Issuing Bank, as the case may be, for such additional costs incurred or
          reduction suffered.
  (b)  If
        any
        Lender or the Issuing Bank shall have determined that on or after the date
        of
        this Agreement any Change in Law regarding capital requirements has or would
        have the ef-fect of reducing the rate of return on such Lender’s or the Issuing
        Bank’s capital (or on the capital of such Lender’s or the Issuing Bank’s parent
        corporation) as a consequence of its obligations here-under or under or in
        respect of any Letter of Credit to a level below that which such Lender or
        the
        Issuing Bank or such Lender’s or the Issuing Bank’s parent corporation could
        have achieved but for such Change in Law (taking into consideration such
        Lender’s or the Issuing Bank’s policies or the policies of such Lender’s or the
        Issuing Bank’s parent corporation with respect to capital adequacy) then, from
        time to time, within five (5) Business Days after receipt by the Borrower
        of
        written de-mand by such Lender (with a copy thereof to the Administrative
        Agent), the Borrower shall pay to such Lender such additional amounts as
        will
        compensate such Lender or the Issuing Bank or such Lender’s or the Issuing
        Bank’s parent corporation for any such reduction suffered.
  (c)  A
        certifi-cate of a Lender or the Issuing Bank setting forth the amount or
        amounts
        necessary to compensate such Lender or the Issuing Bank or such Lender’s or the
        Issuing Bank’s parent corporation, as the case may be, specified in paragraph
        (a) or (b) of this Section shall be delivered to the Borrower (with a copy
        to
        the Administrative Agent) and shall be con-clusive, absent manifest error.
        The
        Borrower shall pay any such Lender or the Issuing Bank, as the case may be,
        such
        amount or amounts within 10 days after receipt thereof.
  (d)  Failure
        or delay on the part of any Lender or the Issuing Bank to demand compensation
        pursuant to this Section shall not constitute a waiver of such Lender’s or the
        Issuing Bank’s right to demand such compensation.
  **Section
        2.19.**  **Funding
        Indemnity** .
        In the
        event of (a) the payment of any principal of a Eurodollar Loan other than
        on the
        last day of the Interest Period applicable thereto (including as a result
        of an
        Event of Default), (b) the conversion or continuation of a Eurodollar Loan
        other
        than on the last day of the Interest Period applicable thereto or (c) the
        failure by the Borrower to borrow, prepay, convert or continue any Eurodollar
        Loan on the date specified in any applicable notice (regardless of whether
        such
        notice is withdrawn or revoked), then, in any such event, the Borrower shall
        compensate each Lender, within five (5) Business Days after written demand
        from
        such Lender, for any loss, cost or expense attributable to such event. In
        the
        case of a Eurodollar Loan, such loss, cost or expense shall be deemed to
        include
        an amount determined by such Lender to be the excess, if any, of (A) the
        amount
        of interest that would have accrued on the principal amount of such Eurodollar
        Loan if such event had not occurred at the Adjusted LIBO Rate applicable
        to such
        Eurodollar Loan for the period from the date of such event to the last day
        of
        the then current Interest Period therefor (or in the case of a failure to
        borrow, convert or continue, for the period that
  32
 would
          have been the Interest
          Period for such Eurodollar Loan) over (B) the amount of interest that would
          accrue on the principal amount of such Eurodollar Loan for the same period
          if
          the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid
          or
          converted or the date on which the Borrower failed to borrow, convert or
          continue such Eurodollar Loan. A certificate as to any additional amount
          payable
          under this Section 2.19 submitted to the Borrower by any Lender (with a copy to the Administrative
          Agent) shall be conclusive, absent manifest error.
  **Section
        2.20.**  **Taxes** **.**
  (a)  Any
        and
        all payments by or on account of any obligation of the Borrower hereunder
        shall
        be made free and clear of and without deduction for any Indemnified Taxes
        or
        Other Taxes; provided ,
        that if
        the Borrower shall be required to deduct any Indemnified Taxes or 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, any
        Lender
        or the Issuing Bank (as the case may be) shall receive 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 pay the full amount
        deducted to the relevant Governmental Authority in accordance with applicable
        law.
  (b)  In
        addition, the Borrower shall pay any Other Taxes to the relevant Governmental
        Authority in accordance with applicable law.
  (c)  The
        Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
        Bank, within five (5) Business Days after written demand therefor, for the
        full
        amount of any Indemnified Taxes or Other Taxes paid by the Administrative
        Agent,
        such Lender or the Issuing Bank, as the case may be, on or with respect to
        any
        payment by or on account of any obligation of the Borrower hereunder (including
        Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
        amounts payable under this Section) 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 Issuing
        Bank,
        or by the Administrative Agent on its own behalf or on behalf of a Lender
        or the
        Issuing Bank, shall be conclusive absent manifest error.
  (d)  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)  Any
        Foreign Lender that is entitled to an exemption from or reduction of withholding
        tax under the Code or any treaty to which the United States is a party, with
        respect to payments under this Agreement shall deliver to the Borrower (with
        a
        copy to the Administrative Agent), at the time or times prescribed by applicable
        law, such properly completed and executed documentation prescribed by applicable
        law or reasonably requested by the Borrower as will permit such payments
        to be
        made without withholding or at a reduced rate.
  33
 Without
          limiting the generality of the foregoing, each Foreign Lender agrees that
          it
          will deliver to the Administrative Agent and the Borrower (or in the case
          of a
          Participant, to the Lender from which the related participation shall have
          been
          purchased), as appropriate, two (2) duly completed copies of (i) Internal
          Revenue Service Form W-8 ECI, or any successor form thereto, certifying
          that the
          payments received from the Borrower hereunder are effectively connected
          with
          such Foreign Lender’s conduct of a trade or business in the United States; or
          (ii) Internal Revenue Service Form W-8 BEN, or any successor form thereto,
          certifying that such Foreign Lender is entitled to benefits under an income
          tax
          treaty to which the United States is a party which reduces the rate of
          withholding tax on payments of interest; or (iii) Internal Revenue Service
          Form
          W-8 BEN, or any successor form prescribed by the Internal Revenue Service,
          together with a certificate (A) establishing that the payment to the Foreign
          Lender qualifies as “portfolio interest” exempt from U.S. withholding tax under
          Code section 871(h) or 881(c), and (B) stating that (1) the Foreign Lender
          is
          not a bank for purposes of Code section 881(c)(3)(A), or the
          obligation of the Borrower hereunder is not, with respect to such Foreign
          Lender, a loan agreement entered into in the ordinary course of its trade
          or
          business, within the meaning of that section; (2) the Foreign Lender is
          not a
          10% shareholder of the Borrower within the meaning of Code section 871(h)(3)
          or
          881(c)(3)(B); and (3) the Foreign Lender is not a controlled foreign corporation
          that is related to the Borrower within the meaning of Code section 881(c)(3)(C);
          or (iv) such other Internal Revenue Service forms as may be applicable
          to the
          Foreign Lender, including Forms W-8 IMY or W-8 EXP. Each such Foreign Lender
          shall deliver to the Borrower and the Administrative Agent such forms on
          or
          before the date that it becomes a party to this Agreement (or in the case
          of a
          Participant, on or before the date such Participant purchases the related
          participation). In addition, each such Foreign Lender shall deliver such
          forms
          promptly upon the obsolescence or invalidity of any form previously delivered
          by
          such Foreign Lender. Each such Foreign Lender shall promptly notify the
          Borrower
          and the Administrative Agent at any time that it determines that it is
          no longer
          in a position to provide any previously delivered certificate to the Borrower
          (or any other form of certification adopted by the Internal Revenue Service
          for
          such purpose).
  **Section
        2.21.**  **Payments
        Generally; Pro Rata Treatment; Sharing of Set-offs** **.**
  (a)  The
        Borrower shall make each payment required to be made by it hereunder (whether
        of
        principal, interest, fees or reimbursement of LC Disbursements, or of amounts
        payable under Section
        2.18 , 2.19 or 2.20 ,
        or
        otherwise) prior to 12:00 noon **** (New
        York
        time), on the date when due, in immediately available funds, free and clear
        of
        any defenses, rights of set-off, counterclaim, or withholding or deduction
        of
        taxes. Any amounts received after such time on any date may, in the discretion
        of the Administrative Agent, be deemed to have been received on the next
        succeeding Business Day for purposes of calculating interest thereon. All
        such
        payments shall be made to the Administrative Agent at the Payment Office,
        except
        payments to be made directly to the Issuing Bank or Swingline Lender as
        expressly provided herein and except that payments pursuant to Sections
        2.18 , 2.19 and 2.20 and 10.3 shall be
        made directly to the Persons entitled thereto. The Administrative Agent shall
        distribute any such payments received by it for the account of any other
        Person
        to the appropriate recipient promptly following receipt thereof. If any payment
        hereunder shall be due on a day that is not a Business Day, the date for
        payment
        shall be extended to the next succeeding Business Day, and, in the
  34
 case
          of
          any payment accruing interest, interest thereon shall be made payable for
          the
          period of such extension. All payments hereunder shall be made in
          Dollars.
  (b)  If
        at any
        time insufficient funds are received by and available to the Administrative
        Agent to pay fully all amounts of principal, unreimbursed LC Disbursements,
        interest and fees then due hereunder, such funds shall be applied (i) first,
        towards payment of interest and fees then due hereunder, ratably among the
        parties entitled thereto in accordance with the amounts of interest and fees
        then due to such parties, and (ii) second, towards payment of principal and
        unreimbursed LC Disbursements then due hereunder, ratably among the parties
        entitled thereto in accordance with the amounts of principal and unreimbursed
        LC
        Disbursements then due to such parties.
  (c)  If
        any
        Lender shall, by exercising any right of set-off or counterclaim or otherwise,
        obtain payment in respect of any principal of or interest on any of its
        Revolving Loans or participations in LC Disbursements or Swingline Loans
        that
        would result in such Lender receiving payment of a greater proportion of
        the
        aggregate amount of its Revolving Loans and participations in LC Disbursements
        and Swingline Loans and accrued interest thereon than the proportion received
        by
        any other Lender, then the Lender receiving such greater proportion shall
        purchase (for cash at face value) participations in the Revolving Loans and
        participations in LC Disbursements and Swingline Loans of other Lenders to
        the
        extent necessary 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 participations in
        LC
        Disbursements and Swingline Loans; provided ,
        that
        (i) if any such participations are purchased and all or any portion of the
        payment giving rise thereto is recovered, such participations shall be rescinded
        and the purchase price restored to the extent of such recovery, without
        interest, and (ii) the provisions of this paragraph shall not be construed
        to
        apply to any payment made by the Borrower pursuant to and in accordance with
        the
        express terms of this Agreement or any payment obtained by a Lender as
        consideration for the assignment of or sale of a participation in any of
        its
        Loans or participations in LC Disbursements or Swingline Loans to any assignee
        or participant, other than to the Borrower or any Subsidiary or Affiliate
        thereof (as to which the provisions of this paragraph shall apply). The Borrower
        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 the Borrower rights of set-off
        and
        counterclaim with respect to such participation as fully as if such Lender
        were
        a direct creditor of the Borrower in the amount of such
        participation.
  (d)  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 Issuing Bank 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 Issuing Bank, as the case may
        be,
        the amount or amounts due. In such event, if the Borrower has not in fact
        made
        such payment, then each of the Lenders or the Issuing Bank, as the case may
        be,
        severally agrees to repay to the Administrative Agent forthwith on demand
        the
        amount so distributed to such Lender or Issuing Bank 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 Effective Rate and a rate
  35
 determined
          by the Administrative Agent in accordance with banking industry rules on
          interbank compensation.
  (e)  If
        any
        Lender shall fail to make any payment required to be made by it pursuant
        to Section
        2.5(c ), 2.6 ( b ), 2.21(d ), 2.22(c )
        or
        ( d ),
        or 10.3(d ),
        then
        the Administrative Agent may, in its discretion (notwithstanding any contrary
        provision hereof), apply any amounts thereafter received by the Administrative
        Agent for the account of such Lender to satisfy such Lender’s obligations under
        such Sections until all such unsatisfied obligations are fully
        paid.
  **Section
        2.22.**  **Letters
        of Credit** **.**
  (a)  During
        the Availability Period, the Issuing Bank, in reliance upon the agreements
        of
        the other Lenders pursuant to Section
        2.22 ( d ),
        agrees
        to issue, at the request of the Borrower, Letters of Credit for the account
        of
        the Borrower on the terms and conditions hereinafter set forth; provided ,
        that
        (i) each Letter of Credit shall expire on the earlier of (A) the date one
        year
        after the date of issuance of such Letter of Credit (or in the case of any
        renewal or extension thereof, one year after such renewal or extension) and
        (B)
        the date that is five (5) Business Days prior to the Revolving Commitment
        Termination Date; (ii) each Letter of Credit shall be in a stated amount
        of at
        least $50,000; and (iii) the Borrower may not request any Letter of Credit,
        if,
        after giving effect to such issuance (A) the aggregate LC Exposure would
        exceed
        the LC Commitment or (B) the aggregate LC Exposure, *plus* the
        aggregate outstanding Revolving Loans and Swingline Loans of all Lenders
        would
        exceed the Aggregate Revolving Commitment Amount. **** Upon
        the
        issuance of each Letter of Credit each Lender shall be deemed to, and hereby
        irrevocably and unconditionally agrees to, purchase from the Issuing Bank
        without recourse a participation in such Letter of Credit equal to such Lender’s
        Pro Rata Share of the aggregate amount available to be drawn under such Letter
        of Credit. Each issuance of a Letter of Credit shall be deemed to utilize
        the
        Revolving Commitment of each Lender by an amount equal to the amount of such
        participation.
  (b)  To
        request the issuance of a Letter of Credit (or any amendment, renewal or
        extension of an outstanding Letter of Credit), the Borrower shall give the
        Issuing Bank and the Administrative Agent irrevocable written notice at least
        three (3) Business Days prior to the requested date of such issuance specifying
        the date (which shall be a Business Day) such Letter of Credit is to be issued
        (or amended, extended or renewed, as the case may be), the expiration date
        of
        such Letter of Credit, the amount of such Letter of Credit, the name and
        address
        of the beneficiary thereof and such other information as shall be necessary
        to
        prepare, amend, renew or extend such Letter of Credit. In addition to the
        satisfaction of the conditions in Article III, the issuance of such Letter
        of
        Credit (or any amendment which increases the amount of such Letter of Credit)
        will be subject to the further conditions that such Letter of Credit shall
        be in
        such form and contain such terms as the Issuing Bank shall approve and that
        the
        Borrower shall have executed and delivered any additional applications,
        agreements and instruments relating to such Letter of Credit as the Issuing
        Bank
        shall reasonably require; provided ,
        that in
        the event of any conflict between such applications, agreements or instruments
        and this Agreement, the terms of this Agreement shall control.
  (c)  At
        least
        two Business Days prior to the issuance of any Letter of Credit, the Issuing
        Bank will confirm with the Administrative Agent (by telephone or in writing)
        that the
  36
 Administrative
          Agent has received such notice and if not, the Issuing Bank will provide
          the
          Administrative Agent with a copy thereof. Unless the Issuing Bank has received
          notice from the Administrative Agent on or before the Business Day immediately
          preceding the date the Issuing Bank is to issue the requested Letter of
          Credit
          directing the Issuing Bank not to issue the Letter of Credit because such
          issuance is not then permitted hereunder because of the limitations set
          forth in Section
          2.22 ( a )
          or that
          one or more conditions specified in Article III are not then satisfied,
          then,
          subject to the terms and conditions hereof, the Issuing Bank shall, on
          the
          requested date, issue such Letter of Credit in accordance with the Issuing
          Bank’s usual and customary business practices.
  (d)  The
        Issuing Bank shall examine all documents purporting to represent a demand
        for
        payment under a Letter of Credit promptly following its receipt thereof.
        The
        Issuing Bank shall notify the Borrower and the Administrative Agent of such
        demand for payment and whether the Issuing Bank has made or will make a LC
        Disbursement thereunder; provided ,
        that
        any failure to give or delay in giving such notice shall not relieve the
        Borrower of its obligation to reimburse the Issuing Bank and the Lenders
        with
        respect to such LC Disbursement. The Borrower shall be irrevocably and
        unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements
        paid by the Issuing Bank in respect of such drawing, without presentment,
        demand
        or other formalities of any kind. Unless the Borrower shall have notified
        the
        Issuing Bank and the Administrative Agent prior to 11:00 a.m. (New York time)
        on
        the Business Day immediately prior to the date on which such drawing is honored
        that the Borrower intends to reimburse the Issuing Bank for the amount of
        such
        drawing in funds other than from the proceeds of Revolving Loans, the Borrower
        shall be deemed to have timely given a Notice of Revolving Borrowing to the
        Administrative Agent requesting the Lenders to make a Base Rate
        Borrowing **** on
        the
        date on which such drawing is honored in an exact amount due to the Issuing
        Bank; provided ,
        that
        for purposes solely of such Borrowing, the conditions precedents set forth
        in Section
        3.2 hereof
        shall not be applicable. The Administrative Agent shall notify the Lenders
        of
        such Borrowing in accordance with Section
        2.3 ,
        and
        each Lender shall make the proceeds of its Base Rate Loan included in such
        Borrowing available to the Administrative Agent for the account of the Issuing
        Bank in accordance with Section
        2.6 .
        The
        proceeds of such Borrowing shall be applied directly by the Administrative
        Agent
        to reimburse the Issuing Bank for such LC Disbursement **.**
  (e)  If
        for
        any reason a Base Rate Borrowing may not be (as determined in the sole
        discretion of the Administrative Agent), or is not, made in accordance with
        the
        foregoing provisions, then each Lender (other than the Issuing Bank) shall
        be
        obligated to fund the participation that such Lender purchased pursuant to
        subsection (a) in an amount equal to its Pro Rata Share **** of
        such
        LC Disbursement on and as of the date which such Base Rate Borrowing should
        have
        occurred. **** Each
        Lender’s obligation to fund its participation shall be absolute and
        unconditional and shall not be affected by any circumstance, including without
        limitation (i) any setoff, counterclaim, recoupment, defense or other right
        that
        such Lender or any other Person may have against the Issuing Bank or any
        other
        Person for any reason whatsoever, (ii) the existence of a Default or an Event
        of
        Default or the termination of the Aggregate Revolving Commitments, (iii)
        any
        adverse change in the condition (financial or otherwise) of the Borrower
        or any
        of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or
        any
        other Lender, (v) any amendment, renewal or extension of any Letter of Credit
        or
        (vi) any other circumstance, happening or event whatsoever, whether or not
        similar to any of the foregoing. On
  37
 the
          date
          that such participation is required to be funded, each Lender shall promptly
          transfer, in immediately available funds, the amount of its participation
          to the
          Administrative Agent for the account of the Issuing Bank. Whenever, at
          any time
          after the Issuing Bank has received from any such Lender the funds for
          its
          participation in a LC Disbursement, the Issuing Bank (or the Administrative
          Agent on its behalf) receives any payment on account thereof, the Administrative
          Agent or the Issuing Bank, as the case may be, will distribute to such
          Lender
          its Pro Rata Share of such payment; provided ,
          that if
          such payment is required to be returned for any reason to the Borrower
          or to a
          trustee, receiver, liquidator, custodian or similar official in any bankruptcy
          proceeding, such Lender will return to the Administrative Agent or the
          Issuing
          Bank any portion thereof previously distributed by the Administrative Agent
          or
          the Issuing Bank to it.
  (f)  To
        the
        extent that any Lender shall fail to pay any amount required to be paid pursuant
        to paragraph (d) of this Section
        2.22 on the
        due date therefor, such Lender shall pay interest to the Issuing Bank (through
        the Administrative Agent) on such amount from such due date to the date such
        payment is made at a rate per annum equal to the Federal Funds Rate; provided ,
        that if
        such Lender shall fail to make such payment to the Issuing Bank within three
        (3)
        Business Days of such due date, then, retroactively to the due date, such
        Lender
        shall be obligated to pay interest on such amount at the Default
        Rate.
  (g)  If
        any
        Event of Default shall occur and be continuing, on the Business Day that
        the
        Borrower receives notice from the Administrative Agent or the Required Lenders
        demanding the deposit of cash collateral pursuant to this paragraph, the
        Borrower shall deposit in an account with the Administrative Agent, in the
        name
        of the Administrative Agent and for the benefit of the Issuing Bank and the
        Lenders, an amount in cash equal to the LC Exposure as of such date plus
        any
        accrued and unpaid fees thereon; provided ,
        that
        the obligation to deposit such cash collateral shall become effective
        immediately, and such deposit shall become immediately due and payable, without
        demand or notice of any kind, upon the occurrence of any Event of Default
        with
        respect to the Borrower described in clause (g) or (h) of Section
        8.1 .
        Such
        deposit shall be held by the Administrative Agent as collateral for the payment
        and performance of the obligations of the Borrower under this Agreement.
        The
        Administrative Agent shall have exclusive dominion and control, including
        the
        exclusive right of withdrawal, over such account. Borrower agrees to execute
        any
        documents and/or certificates to effectuate the intent of this paragraph.
        Other
        than any interest earned on the investment of such deposits, which investments
        shall be made at the option and sole discretion of the Administrative Agent
        and
        at the Borrower’s risk and expense, such deposits shall not bear interest.
        Interest and profits, if any, on such investments shall accumulate in such
        account. Moneys in such account shall be applied by the Administrative Agent
        to
        reimburse the Issuing Bank for LC Disbursements for which it had not been
        reimbursed and to the extent so applied, shall be held for the satisfaction
        of
        the reimbursement obligations of the Borrower for the LC Exposure at such
        time
        or, if the maturity of the Loans has been accelerated, with the consent of
        the
        Required Lenders, be applied to satisfy other obligations of the Borrower
        under
        this Agreement and the other Loan Documents. If the Borrower is required
        to
        provide an amount of cash collateral hereunder as a result of the occurrence
        of
        an Event of Default, such amount (to the extent not so applied as aforesaid)
        shall be returned to the Borrower within three Business Days after all Events
        of
        Default have been cured or waived.
  38
 (h)  Promptly
        following the end of each Fiscal Quarter, the Issuing Bank shall deliver
        (through the Administrative Agent) to each Lender and the Borrower a report
        describing the aggregate Letters of Credit outstanding at the end of such
        Fiscal
        Quarter. Upon the request of any Lender from time to time, the Issuing Bank
        shall deliver to such Lender any other information reasonably requested by
        such
        Lender with respect to each Letter of Credit then outstanding.
  (i)  The
        Borrower’s obligation to reimburse LC Disbursements hereunder shall be absolute,
        unconditional and irrevocable and shall be performed strictly in accordance
        with
        the terms of this Agreement under all circumstances whatsoever and irrespective
        of any of the following circumstances:
  (i)  Any
        lack
        of validity or enforceability of any Letter of Credit or this
        Agreement;
  (ii)  The
        existence of any claim, set-off, defense or other right which the Borrower
        or
        any Subsidiary or Affiliate of the Borrower may have at any time against
        a
        beneficiary or any transferee of any Letter of Credit (or any Persons or
        entities for whom any such beneficiary or transferee may be acting), any
        Lender
        (including the Issuing Bank) or any other Person, whether in connection with
        this Agreement or the Letter of Credit or any document related hereto or
        thereto
        or any unrelated transaction;
  (iii)  Any
        draft
        or other document presented under a Letter of Credit proving to be forged,
        fraudulent or invalid in any respect or any statement therein being untrue
        or
        inaccurate in any respect;
  (iv)  Payment
        by the Issuing Bank under a Letter of Credit against presentation of a draft
        or
        other document to the Issuing Bank that does not comply with the terms of
        such
        Letter of Credit;
  (v)  Any
        other
        event or circumstance whatsoever, whether or not similar to any of the
        foregoing, that might, but for the provisions of this Section, constitute
        a
        legal or equitable discharge of, or provide a right of setoff against, the
        Borrower’s obligations hereunder; or
  (vi)  The
        existence of a Default or an Event of Default.
  Neither
        the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party
        of
        any of the foregoing shall have any liability or responsibility by reason
        of or
        in connection with the issuance or transfer of any Letter of Credit or any
        payment or failure to make any payment thereunder (irrespective of any of
        the
        circumstances referred to above), or any error, omission, interruption, loss
        or
        delay in transmission or delivery of any draft, notice or other communication
        under or relating to any Letter of Credit (including any document required
        to
        make a drawing thereunder), any error in interpretation of technical terms
        or
        any consequence arising from causes beyond the control of the Issuing Bank; provided ,
        that
        the foregoing shall not be construed to excuse the Issuing Bank from liability
        to the Borrower to the extent of any actual direct damages (as opposed to
        special, indirect (including claims for lost profits or other consequential
        damages), or punitive damages, claims in respect of which are hereby waived
        by
        the Borrower
  39
 to
        the
        extent permitted by applicable law) suffered by the Borrower that are caused
        by
        the Issuing Bank’s failure to exercise due care when determining whether drafts
        or other documents presented under a Letter of Credit comply with the terms
        thereof. The parties hereto expressly agree, that in the absence of gross
        negligence or willful misconduct on the part of the Issuing Bank (as finally
        determined by a court of competent jurisdiction), the Issuing Bank shall
        be
        deemed to have exercised due care in each such determination. In furtherance
        of
        the foregoing and without limiting the generality thereof, the parties agree
        that, with respect to documents presented that appear on their face to be
        in
        substantial compliance with the terms of a Letter of Credit, the Issuing
        Bank
        may, in its sole discretion, either accept and make payment upon such documents
        without responsibility for further investigation, regardless of any notice
        or
        information to the contrary, or refuse to accept and make payment upon such
        documents if such documents are not in strict compliance with the terms of
        such
        Letter of Credit.
  (j)  Each
        Letter of Credit shall be subject to the Uniform Customs and Practices for
        Documentary Credits (1993 Revision), International Chamber of Commerce
        Publication No. 500, as the same may be amended from time to time, and, to
        the
        extent not inconsistent therewith, the governing law of this Agreement set
        forth
        in Section
        10.5 .
  **Section
        2.23.**  **Mitigation
        of Obligations** .
        If any
        Lender requests compensation under Section
        2.18 ,
        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
        2.20 ,
        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 sole judgment of such Lender, such designation or assignment (i) would
        eliminate or reduce amounts payable under Section
        2.18 or Section
        2.20 ,
        as the
        case may be, in the future and (ii) 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 costs and expenses incurred
        by any
        Lender in connection with such designation or assignment.
  **Section
        2.24.**  **Increase
        of Commitments; Additional Lenders** **.**
  (a)  So
        long
        as no Event of Default has occurred and is continuing, from time to time
        after
        the Closing Date, the Borrower may, upon at least 30 days’ written notice to the
        Administrative Agent (who shall promptly provide a copy of such notice to
        each
        Lender), propose to increase the Aggregate Revolving Commitments by an amount
        not to exceed $100,000,000 **** (the
        amount of any such increase, the “ Additional
        Commitment Amount ”).
        Each
        Lender shall have the right for a period of 15 days following receipt of
        such
        notice, to elect by written notice to the Borrower and the Administrative
        Agent
        to increase its Revolving Commitment by a principal amount equal to its Pro
        Rata
        Share of the Additional Commitment Amount. No Lender (or any successor thereto)
        shall have any obligation to increase its Revolving Commitment or its other
        obligations under this Agreement and the other Loan Documents, and any decision
        by a Lender to increase its Revolving Commitment shall be made in its sole
        discretion independently from any other Lender.
  40
 (b)  If
        any
        Lender shall not elect to increase its Revolving Commitment pursuant to
        subsection (a) of this Section
        2.24 ,
        the
        Borrower may designate another bank or other financial institution (which
        may
        be, but need not be, one or more of the existing Lenders) which at the time
        agrees to, in the case of any such Person that is an existing Lender, increase
        its Revolving Commitment and in the case of any other such Person (an
“ Additional
        Lender ”),
        become a party to this Agreement; provided , however ,
        that
        any new bank or financial institution must be acceptable to the Administrative
        Agent, which acceptance will not be unreasonably withheld or delayed. The
        sum of
        the increases in the Revolving Commitments of the existing Lenders pursuant
        to
        this subsection (b) plus the Revolving Commitments of the Additional Lenders
        shall not in the aggregate exceed the unsubscribed amount of the Additional
        Commitment Amount.
  (c)  An
        increase in the aggregate amount of the Revolving Commitments pursuant to
        this Section
        2.24 shall
        become effective upon the receipt by the Administrative Agent of a supplement
        or
        joinder in form and substance satisfactory to the Administrative Agent executed
        by the Borrower, by each Additional Lender and by each other Lender whose
        Revolving Commitment is to be increased, setting forth the new Revolving
        Commitments of such Lenders and setting forth the agreement of each Additional
        Lender to become a party to this Agreement and to be bound by all the terms
        and
        provisions hereof, together with Notes evidencing such increase in the
        Commitments, and such evidence of appropriate corporate authorization on
        the
        part of the Borrower with respect to the increase in the Revolving Commitments
        and such opinions of counsel for the Borrower with respect to the increase
        in
        the Revolving Commitments as the Administrative Agent may reasonably
        request.
  (d)  Upon
        the
        acceptance of any such supplement or joinder by the Administrative Agent,
        the
        Aggregate Revolving Commitment Amount shall automatically be increased by
        the
        amount of the Revolving Commitments added through such supplement or joinder
        and Annex
        I shall
        automatically be deemed amended to reflect the Revolving Commitments of all
        Lenders after giving effect to the addition of such Revolving Commitments.
  (e)  Upon
        any
        increase in the aggregate amount of the Revolving Commitments pursuant to
        this Section
        2.24 that is
        not pro rata among all Lenders, (x) within five Business Days, in the case
        of
        any Base Rate Loans then outstanding, and at the end of the then current
        Interest Period with respect thereto, in the case of any Eurodollar Loans
        then
        outstanding, the Borrower shall prepay such Loans in their entirety and,
        to the
        extent the Borrower elects to do so and subject to the conditions specified
        in Article
        III ,
        the
        Borrower shall reborrow Loans from the Lenders in proportion to their respective
        Revolving Commitments after giving effect to such increase, until such time
        as
        all outstanding Loans are held by the Lenders in proportion to their respective
        Commitments after giving effect to such increase and (y) effective upon such
        increase, the amount of the participations held by each Lender in each Letter
        of
        Credit then outstanding shall be adjusted automatically such that, after
        giving
        effect to such adjustments, the Lenders shall hold participations in each
        such
        Letter of Credit in proportion to their respective Revolving
        Commitments.
  41
 **ARTICLE
        III**
  **CONDITIONS
        PRECEDENT TO LOANS AND LETTERS OF CREDIT**
  **Section
        3.1.**  **Conditions
        To Effectiveness** .
        The
        obligations of the Lenders (including the Swingline Lender) to make Loans
        and
        the obligation of the Issuing Bank to issue any Letter of Credit hereunder
        shall
        not become effective until the date on which each of the following conditions
        is
        satisfied (or waived in accordance with Section
        10.2 ).
  (a)  The
        Administrative Agent shall have received all fees and other amounts due and
        payable on or prior to the Closing Date, including reimbursement or payment
        of
        all out-of-pocket expenses (including reasonable fees, charges and disbursements
        of counsel to the Administrative Agent) required to be reimbursed or paid
        by the
        Borrower hereunder, under any other Loan Document and under any agreement
        with
        the Administrative Agent or SunTrust Capital Markets, Inc., as Lead
        Arranger.
  (b)  The
        Administrative Agent (or its counsel) shall have received the
        following:
  (i)  a
        counterpart of this Agreement signed by or on behalf of each party hereto
        or
        written evidence satisfactory to the Administrative Agent (which may include
        telecopy transmission of a signed signature page of this Agreement) that
        such
        party has signed a counterpart of this Agreement;
  (ii)  duly
        executed Revolving Credit Notes payable to such Lender and the Swingline
        Note
        payable to the Swingline Lender;
  (iii)  a
        certificate of the Secretary or Assistant Secre-tary of the Borrower, attaching
        and certifying copies of its bylaws and of the resolutions of its board of
        directors, authorizing the execution, delivery and performance of the Loan
        Documents to which it is a party and certifying the name, title and true
        signature of each officer of the Borrower executing the Loan Documents to
        which
        it is a party;
  (iv)  certified
        copies of the articles or certificate of incorporation of the Borrower, together
        with certificates of good standing or existence, as may be avail-able from
        the
        Secretary of State of its jurisdiction of organization and each other
        jurisdiction where the Borrower is required to be qualified to do business
        as a
        foreign corporation;
  (v)  a
        favorable written opinion of Williams Mullen, counsel to the Borrower, addressed
        to the Administrative Agent and each of the Lend-ers, and covering such matters
        relating to the Borrower, the Loan Documents and the transactions contemplated
        therein as the Administrative Agent or the Required Lenders shall reasonably
        request;
  (vi)  a
        certificate, dated the Closing Date and signed by a Responsible Officer,
        confirming compliance with the conditions set forth in paragraphs (a), (b)
        and
        (c) of Section
        3.2 ;
  42
 (vii)  a
        duly
        executed Notice of Borrowing;
  (viii)  a
        duly
        executed funds disbursement agreement;
  (ix)  certified
        copies of all consents, approvals, authorizations, registrations and filings
        and
        orders required or advisable to be made or obtained under any Requirement
        of
        Law, or by any Contractual Obligation of the Borrower or any of its
        Subsidiaries, in connection with the execution, delivery, performance, validity
        and enforceability of the Loan Documents or any of the transactions contemplated
        thereby, and such consents, approvals, authorizations, registrations, filings
        and orders shall be in full force and effect and all applicable waiting periods
        shall have expired;
  (x)  copies
        of
        (A) the internally prepared quarterly financial statements of Borrower and
        its
        Subsidiaries on a consolidated basis and of the Borrower only for the Fiscal
        Quarter ending on March 31, 2006, and (B) the audited consolidated financial
        statements for Borrower and its Subsidiaries for the Fiscal Years ending
        December 31, 2004 and December 31, 2005; and
  (xi)  a
        true
        and correct copy of that certain Note Purchase and Master Shelf Agreement,
        dated
        as of the date hereof, by and among the Borrower, Prudential Investment
        Management, Inc. and the purchasers from time to time party thereto governing
        the issuance of the 2006 Prudential Notes.
  (c)  All
        “Obligations” (as defined in the Existing Credit Agreement) (other than
        contingent obligations that by the terms of the Existing Credit Agreement
        survive the termination thereof) have been paid in full, or will be paid
        in full
        with the initial funding hereunder.
  Upon
        the
        satisfaction of the foregoing conditions, the Existing Credit Agreement and
        all
“Commitments” (as defined therein) shall be deemed terminated.
  **Section
        3.2.**  **Each
        Credit Event** . The
        obligation of each Lender to make a Loan on the occasion of any Borrowing
        and of
        the Issuing Bank to issue, amend, renew or extend any Letter of Credit is
        subject to the satisfaction of the following conditions:
  (a)  at
        the
        time of and immediately after giving effect to such Borrowing or the issuance,
        amendment, renewal or extension of such Letter of Credit, as applicable,
        no
        Default or Event of Default shall exist; and
  (b)  all
        representations and warranties of the Borrower set forth in the Loan Documents
        shall be true and correct on and as of the date of such Borrowing or the
        date of
        issuance, amendment, extension or renewal of such Letter of Credit, in each
        case
        before and after giving effect thereto; and
  (c)  since
        the
        date of the financial statements of the Borrower described in Section
        4.4 ,
        there
        shall have been no change which has had or could reasonably be expected to
        have
        a Material Adverse Effect; and
  43
 (d)  the
        Borrower shall have delivered the required Notice of Borrowing; and
  (e)  the
        Administrative Agent shall have received such other docu-ments, certificates,
        information or legal opinions as the Administrative Agent or the Required
        Lenders may reasonably request, all in form and substance reasonably
        sat-isfactory to the Administrative Agent or the Required Lenders.
  Each
        Borrowing and each issuance, amendment, extension or renewal of any Letter
        of
        Credit shall be deemed to constitute a representation and warranty by the
        Borrower on the date thereof as to the matters specified in paragraphs (a),
        (b)
        and (c) of this Section 3.2 .
  **Section
        3.3.**  **Delivery
        of Documents** .
        All of
        the Loan Documents, certificates, legal opinions and other documents and
        papers
        referred to in this Article III, unless otherwise specified, shall be delivered
        to the Administrative Agent for the account of each of the Lenders and, except
        for the Notes, in sufficient counterparts or copies for each of the Lenders
        and
        shall be in form and substance satisfactory in all respects to the
        Administrative Agent.
  **ARTICLE
        IV**
  **REPRESENTATIONS
        AND WARRANTIES**
  The
        Borrower represents and warrants to the Administrative Agent and each Lender
        as
        follows:
  **Section
        4.1.**  **Existence;
        Power** .
        The
        Borrower and each of its Material Subsidiaries (i) is duly orga-nized, validly
        existing and in good standing as corporation, partnership or limited liability
        company under the laws of the jurisdiction of its organization, (ii) -has
        all
        requisite power and authority to carry on its business as now conducted,
        and
        (iii) is duly qualified to do business, and is in good standing, in each
        jurisdiction where such qualification is required, except where a failure
        to be
        so qualified could not reasonably be expected to result in a Material Adverse
        Effect. ****
  **Section
        4.2.**  **Organizational
        Power; Authorization** .
        The
        execution, delivery and performance by the
        Borrower of
        the
        Loan Documents to which it is a party are within the Borrower’s organizational
        powers and have been duly authorized by all necessary organizational, and
        if
        required, shareholder, partner or member, action. This Agreement has been
        duly
        executed and delivered by the Borrower, and **** constitutes,
        and each other Loan Document to which it is a party, when executed and delivered
        by the Borrower, will constitute, valid and binding obligations of the Borrower,
        en-forceable against it in accordance with their re-spective terms, except
        as
        may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
        or similar laws affecting the enforcement of creditors’ rights generally and by
        general principles of equity.
  **Section
        4.3.**  **Governmental
        Approvals; No Conflicts** .
        The
        execution, delivery and performance by the Borrower of this Agreement or
        of the
        other Loan Documents to which it is a party (a) do not require any consent
        or
        approval of, registration or filing with, or any action by, any Governmental
        Authority, except those
  44
 as
          have been obtained or made and are
          in full force and effect, (b) will not violate any Requirements of Law
          applicable to the Borrower or any of its Material Subsidiaries or any judgment,
          order or ruling of any Governmental Authority, (c) will not violate or
          result in
          a default under any indenture, material agreement or other material instrument
          binding on the Borrower or any of its Material Subsidiaries or any of its
          assets
          or give rise to a right thereunder to require any payment to be made by
          the
          Borrower or any of its Material Subsidiaries and (d) will not result in
          the
          creation or imposition of any Lien on any asset of the Borrower or any
          of its
          Material Subsidiaries, except Liens (if any) created under the Loan
          Documents.
  **Section
        4.4.**  **Financial
        Statements** .
        The
        Borrower has furnished to each Lender (i) the audited con-solidated balance
        sheet of the Borrower and its Subsidiaries as of December 31, 2005 and the
        related consolidated statements of income, shareholders’ equity and cash flows
        for the Fiscal Year then ended prepared by Ernst & Young LLP and
        (ii) the unaudited consolidated balance sheet of the Borrower and its
        Subsidiaries as of **** March
        31,
        2006, and the related unaudited consolidated statements of in-come and cash
        flows for the Fiscal Quarter and year-to-date period then ending, certified
        by a
        Responsible Officer. Such financial statements fairly present the consolidated
        financial condition of the Borrower and its Subsidiaries as of such dates
        and
        the consolidated results of op-erations for such periods in conformity with
        GAAP
        consistently applied, subject to year end audit adjustments and the absence
        of
        footnotes in the case of the statements referred to in clause (ii). Since
        December 31, 2005, there have been no changes with respect to the Borrower
        and
        its Subsidiaries which have had or could **** reasonably
        be expected to have, singly or in the aggregate, a Material Adverse
        Effect.
  **Section
        4.5.**  **Litigation
        and Environmental Matters** .
  (a)  No
        litigation, investigation or proceeding of or before any arbitra-tors or
        Governmental Authorities is pending against or, to the knowledge of the
        Borrower, threatened against or affecting the Borrower or any of its
        Subsidiaries (i) as to which there is a reasonable possibility of an adverse
        determination that could reasonably be expected to have, either individually
        or
        in the aggregate, a Material Adverse Effect, except for those matters listed
        on Schedule
        4.5(a) or (ii)
        which in any manner draws into question the validity or enforceability of
        this
        Agreement or any other Loan Document.
  (b)  Except
        for the matters set forth on Schedule
        4.5(b) ,
        neither
        the Borrower nor any of its Subsidiaries (i) has failed to comply with any
        Environmental Law or to obtain, maintain or comply with any permit, license
        or
        other approval required under any Environmental Law, (ii) has become subject
        to
        any Environmental Liability, (iii) has received notice of any claim with
        respect
        to any Environmental Liability or (iv) knows of any basis for any Environmental
        Liability, in each case which could reasonably be expected to have a Material
        Adverse Effect.
  **Section
        4.6.**  **Compliance
        with Laws and Agreements** .
        The
        Borrower and each Subsidiary is in compliance with (a) all Requirements of
        Law
        and all judgments, decrees and orders of any Governmental Authority and (b)
        all
        indentures,
  45
 
 agreements
          or other instruments
          binding upon it or its properties, except where non-compliance, either
          singly or
          in the aggregate, could not reasonably
          be expected to result in a Material Adverse Effect.
  **Section
        4.7.**  **Investment
        Company Act, Etc.** Neither
        the Borrower nor any of its Subsidiaries is (a) an “investment company” or is
“controlled” by an “investment company”, as such terms are defined in, or
        subject to regulation under, the Investment Company Act of 1940, as amended,
        or
        (b) a “holding company” as defined in, or subject to regulation under, the
        Public Utility Holding Company Act of 1935, as amended. The Borrower is not
        subject to any other regulatory scheme limiting its ability to incur debt
        or
        requiring any approval or consent from or registration or filing with, any
        Governmental Authority in connection therewith.
  **Section
        4.8.**  **Taxes** .
        The
        Borrower and its Subsidiaries and each other Person for whose taxes the Borrower
        or any Subsidiary could become liable have timely filed or caused to be filed
        all Federal income tax returns and all other material tax returns that are
        re-quired to be filed by them, and have paid all Federal and material taxes
        shown to be due and payable on such returns or on any assessments made against
        it or its property and all other material taxes, fees or other charges imposed
        on it or any of its property by any Governmental Authority, except where
        the
        same are currently being contested in good faith by ap-propriate proceedings
        and
        for which the Borrower or such Subsidiary, as the case may be, has set aside
        on
        its books adequate reserves in accordance with SAP and GAAP. The charges,
        accruals and reserves on the books of the Borrower and its Subsidiaries in
        respect of such taxes are adequate, and no tax liabilities that could be
        materially in excess of the amount so provided are anticipated.
  **Section
        4.9.**  **Margin
        Regulations** .
        None of
        the pro-ceeds of any of the Loans or Letters of Credit will be used, directly
        or
        indirectly, for “purchasing” or “carrying” any “margin stock” with the
        respective meanings of each of such terms under Regulation U of the Board
        of
        Governors of the Federal Reserve System as now and from time to time hereafter
        in effect or for any purpose that violates the provisions of the Regulation
        U.
        Neither the Borrower nor its Subsidiaries is engaged principally, or as one
        of
        its important activities, in the business of extending credit for the purpose
        of
        purchasing or carrying “margin stock.”
  **Section
        4.10.**  **ERISA** .
        No
        ERISA Event has occurred or is reasonably expected to occur that, when taken
        together with all other such ERISA Events for which liability is reasonably
        expected to occur, could reasonably be expected to result in a Material Adverse
        Effect. The present value of all accumulated benefit obligations under each
        Plan
        (based on the assumptions used for purposes of Statement of Financial Standards
        No. 87) did not, as of the date of the most recent financial statements
        reflecting such amounts, exceed the fair market value of the assets of such
        Plan, and the present value of all accumulated benefit obligations of all
        underfunded Plans (based on the assumptions used for purposes of Statement
        of
        Financial Standards No. 87) did not, as of the date of the most recent financial
        statements reflecting such amounts, exceed the fair market value of the assets
        of all such underfunded Plans.
  46
 **Section
        4.11.**  **Ownership
        of Property** .
  (a)  Each
        of
        the Borrower and its Subsidiaries has good title to, or valid leasehold
        interests in, all of its real and personal property material to the operation
        of
        its business, including all such properties reflected in the most recent
        audited
        consolidated balance sheet of the Borrower referred to in Section
        4.4 or
        purported to have been acquired by the Borrower or any Subsidiary after said
        date (except as sold or otherwise disposed of in the ordinary course of
        business), in each case free and clear of Liens prohibited by this Agreement.
        All leases that individually or in the aggregate are material to the business
        or
        operations of the Borrower and its Subsidiaries are valid and subsisting
        and are
        in full force.
  (b)  Each
        of
        the Borrower and its Subsidiaries owns, or is licensed, or otherwise has
        the
        right, to use, all patents, trademarks, service marks, trade names, copyrights
        and other intellectual property material to its business, and the use thereof
        by
        the Borrower and its Subsidiaries does not infringe in any material respect
        on
        the rights of any other Person.
  (c)  The
        properties of the Borrower and its Subsidiaries are insured with financially
        sound and reputable insurance companies which are not Affiliates of the
        Borrower, in such amounts with such deductibles and covering such risks as
        are
        customarily carried by companies engaged in similar businesses and owning
        similar properties in localities where the Borrower or any applicable Subsidiary
        operates.
  **Section
        4.12.**  **Disclosure** .
        The
        Borrower has disclosed to the Lenders all agreements, instruments, and corporate
        or other restrictions to which the Borrower or any of its Subsidiaries is
        subject, and all other matters known to any of them, that, individually or
        in
        the aggregate, could reasonably be expected to result in a Material Adverse
        Effect. Neither the Information Memorandum nor any of the reports (including
        without limitation all reports that the Borrower is required to file with
        the
        Securities and Exchange Commission), financial statements, certificates or
        other
        information furnished by or on behalf of the Borrower to the Administrative
        Agent or any Lender in connection with the negotiation or syndication of
        this
        Agreement or any other Loan Document or delivered hereunder or thereunder
        (as
        modified or supplemented by any other information so furnished) contains
        any
        material misstatement of fact or omits to state any material fact necessary
        to
        make the statements therein, taken as a whole, in light of the circumstances
        under which they were made, not misleading.
  **Section
        4.13.**  **Labor
        Relations** .
        There
        are no strikes, lockouts or other material labor disputes or grievances against
        the Borrower or any of its Subsidiaries, or, to the Borrower’s knowledge,
        threatened against or affecting the Borrower or any of its Subsidiaries,
        and no
        significant unfair labor practice, charges or grievances are pending against
        the
        Borrower or any of its Subsidiaries, or to the Borrower’s knowledge, threatened
        against any of them before any Governmental Authority which could reasonably
        be
        expected to have a Material Adverse Effect. All payments due from the Borrower
        or any of its Subsidiaries pursuant to the provisions of any collective
        bargaining agreement have been paid or accrued as a liability on the books
        of
        the Borrower or any such Subsidiary, except where the failure to do so could
        not
        reasonably be expected to have a Material Adverse Effect.
  47
 **Section
        4.14.**  **Subsidiaries** . Schedule
        4.14 sets
        forth the name of, the ownership interest of the Borrower in, the jurisdiction
        of incorporation or organization of, and the type of each Subsidiary as of
        the
        Closing Date.
  **Section
        4.15.**  **Insolvency** .
        After
        giving effect to the execution and delivery of the Loan Documents, the making
        of
        the Loans under this Agreement, neither the Borrower nor its Material
        Subsidiaries will be “insolvent,” within the meaning of such term as defined in
§ 101 of Title 11 of the United States Code, as amended from time to time,
        or be
        unable to pay its debts generally as such debts become due, or have an
        unreasonably small capital to engage in any business or transaction, whether
        current or contemplated.
  **Section
        4.16.**  **Insurance
        Licenses** . Schedule
        4.16 sets
        forth the jurisdiction of domicile of each Insurance Subsidiary, the line
        or
        lines of insurance in which such Insurance Subsidiary is engaged, the state
        or
        states in which such Insurance Subsidiary is licensed to engage in any line
        of
        insurance and, with respect to each Material Insurance Subsidiary, all of
        the
        jurisdictions in which such Material Insurance Subsidiary holds a License
        and is
        authorized to transact insurance business as of the Closing Date. No License,
        the loss of which could reasonably be expected to have a Material Adverse
        Effect, is the subject of any proceeding for suspension or revocation. To
        the
        Borrower’s knowledge, there is no sustainable basis for such suspension or
        revocation, and no such suspension or revocation has been threatened by any
        Governmental Authority. To the Borrower’s knowledge, no Insurance Subsidiary has
        received written notice from any Governmental Authority that is deemed to
        be
“commercially domiciled” for insurance regulatory purposes in any jurisdiction
        other than that indicated on Schedule
        4.16 .
  **Section
        4.17.**  **Reinsurance** .
        The
        Insurance Subsidiaries, in the ordinary course of business, cede to other
        title
        insurance underwriters (and assume from other title insurance underwriters)
        reinsurance on specific title risks pursuant to one or more standard (American
        Land Title Association (ALTA)) facultative reinsurance agreements (each a
        “ Facultative
        Reinsurance Agreement ”).
        The
        Borrower does not have knowledge that any amount recoverable by any Insurance
        Subsidiary pursuant to any Facultative Reinsurance Agreement is not fully
        collectible in due course. To the knowledge of the Borrower, no Insurance
        Subsidiary is in default in any material respect under any Facultative
        Reinsurance Agreement. There are no claims in excess of $1,000,000 under
        any
        Facultative Reinsurance Agreement which are being disputed by any Insurance
        Subsidiary or any other party to any Facultative Reinsurance
        Agreement.
  **Section
        4.18.**  **Reserves** .
        Except
        as set forth on Schedule
        4.18 ,
        each
        reserve and other material liability amount in respect of the insurance
        business, including, without limitation, material reserve and other material
        liability amounts in respect of insurance policies of each Insurance Subsidiary
        established or reflected in the Annual Statement for the year ended December
        31,
        2005 of such Insurance Subsidiary, was determined in accordance with usual
        and
        customary industry practice, was fairly stated in accordance with usual and
        customary industry practice and was in compliance with the requirement of
        the
        insurance laws, rules and regulations of its state of domicile
  48
 as
          of the date
          thereof. Each Insurance Subsidiary owns assets that qualify as admitted
          assets
          under Applicable Law in an amount at least equal to the sum of all such
          reserves
          and liability amounts and its minimum statutory capital surplus as required
          by
          insurance laws, rules and regulations of its state of
          domicile.
  **Section
        4.19.**  **OFAC** .
        Neither
        the Borrower nor any of its Subsidiaries (i) is a Person whose property or
        interest in property is blocked or subject to blocking pursuant to Section
        1 of
        Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting
        Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
        (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions
        prohibited by Section 2 of such executive order, or is otherwise associated
        with
        any such person in any manner violative of Section 2, or (iii) is a Person
        on
        the list of Specially Designated Nationals and Blocked Persons or subject
        to the
        limitations or prohibitions under any other U.S. Department of Treasury’s Office
        of Foreign Assets Control regulation or executive order.
  **Section
        4.20.**  **Patriot
        Act** .
        Each of
        the Borrower and its Subsidiaries is in compliance, in all material respects,
        with the (i) the Trading with the Enemy Act, as amended, and each of the
        foreign assets control regulations of the United States Treasury Department
        (31
        CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation
        or
        executive order relating thereto, and (ii) the Uniting And Strengthening
        America
        By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism
        (USA
        Patriot Act of 2001). No part of the proceeds of the Loans will be used,
        directly or indirectly, for any payments to any governmental official or
        employee, political party, official of a political party, candidate for
        political office, or anyone else acting in an official capacity, in order
        to
        obtain, retain or direct business or obtain any improper advantage, in violation
        of the United States Foreign Corrupt Practices Act of 1977, as
        amended.
  **ARTICLE
        V**
  **AFFIRMATIVE
        COVENANTS**
  The
        Borrower covenants and agrees that so long as any Lender has a Commitment
        hereunder or any Obligation remains unpaid or outstanding:
  **Section
        5.1.**  **Financial
        Statements and Other Information** .
        The
        Borrower will deliver to the Administrative Agent, with sufficient copies
        for
        each Lender:
  (a)  as
        soon
        as available and in any event within 90 days after the end of each Fiscal
        Year
        of Borrower, a copy of the annual audited report for such Fiscal Year for
        the
        Borrower and its Subsidiaries, containing a consolidated balance sheet of
        the
        Borrower and its Subsidiaries as of the end of such Fiscal Year and the related
        consolidated statements of income, stockholders’ equity and cash flows (together
        with all footnotes thereto) of the Borrower and its Subsidiaries for such
        Fiscal
        Year, setting forth in each case in comparative form the figures for the
        previous Fiscal Year, all in reasonable detail and reported on by Ernst &
Young LLP or other independent public accountants of nationally recognized
        standing (without a “going concern” or like qualification, exception or
        explanation and without any qualification or exception as to
  49
 scope
          of
          such audit) to the effect that such financial statements present fairly
          in all
          material respects the financial condition and the results of operations
          of the
          Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis
          in
          accordance with GAAP and that the exami-nation by such accountants in connection
          with such consoli-dated financial statements has been made in accordance
          with
          generally accepted auditing standards;
  (b)  as
        soon
        as available and in any event within 60 days after the end of each Fiscal
        Quarter of the Borrower (other than the fourth Fiscal Quarter of any Fiscal
        Year), an unaudited consolidated balance sheet of the Borrower and its
        Subsidiaries as of the end of such Fiscal Quarter and the related unaudited
        statements of income and cash flows of the Borrower and its Subsidiaries
        for
        such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting
        forth in each case in comparative form the figures for the corresponding
        quarter
        and the corresponding portion of the Borrower’s previous Fiscal
        Year;
  (c)  concurrently
        with the delivery of the financial statements referred to in clauses (a)
        and (b)
        above, a Compliance Certificate signed by the treasurer or the principal
        financial officer of the Borrower;
  (d)  as
        soon
        as avail-able and in any event within 90 days after the end of each Fiscal
        Year
        of the Borrower, an unaudited Borrower only balance sheet as of the end of
        such
        Fiscal Year and the related unaudited statements of in-come and cash flows
        of
        the Borrower for such Fiscal Year, all certified by a Responsible Officer
        as
        having been developed and used in connection with the financial statements
        referred to in Section
        5.1(a) ;
  (e)  as
        soon
        as avail-able and in any event within 60 days after the end of each Fiscal
        Quarter of the Borrower, (other than the fourth Fiscal Quarter of any Fiscal
        Year) an unaudited Borrower only balance sheet as of the end of such Fiscal
        Quarter and the related unaudited statements of in-come and cash flows of
        the
        Borrower for such Fiscal Quarter, all certified by a Responsible Officer
        as
        having been developed and used in connection with the financial statements
        referred to in Section
        5.1(a) ;
  (f)  concurrently
        with the delivery of the financial statements referred to in clause (a)
        above, a certificate of the accounting firm that reported on such financial
        statements stating whether they obtained any knowledge during the course
        of
        their examination of such financial statements of any Default or Event of
        Default (which certificate may be limited to the extent required by accounting
        rules or guidelines);
  (g)  as
        soon
        as available, and in any event within 30 days after the regulatory filing
        date
        for each such document, copies of the Annual Statement and financial statements
        relating thereto of each of the Material Insurance Subsidiaries, audited
        and
        certified by independent certified public accountants of nationally recognized
        standing, all such statements to be prepared in accordance with SAP consistently
        applied through the period reflected hereof;
  (h)  as
        soon
        as available, and in any event within 15 days after the regulatory filing
        date
        (other than the fourth Fiscal Quarter of any Fiscal Year), copies of the
        Quarterly Statement and financial statements relating thereto of each of
        the
        Material
  50
 Insurance
          Subsidiaries, certified by the chief financial officer or other appropriate
          officer of such Material Insurance Subsidiary having substantially the
          same
          authority and responsibility as the chief financial officer, all such statements
          to be prepared in accordance with SAP consistently applied through the
          period
          reflected hereof;
  (i)  promptly
        and in any event within ten (10) days after obtaining knowledge thereof,
        notification of any negative change in ratings given by any nationally
        recognized rating agency in respect of any Material Insurance Subsidiary
        and (i)
        upon receipt thereof, copies of ratings analysis by any such nationally
        recognized rating agency relating to any Material Insurance Subsidiary;
  (j)  promptly
        and in any event within five (5) days after obtaining knowledge thereof,
        notification of any changes after the Closing Date in the rating given by
        either
        S&P’s or Moody’s, implicitly or explicitly, in respect of the Borrower’s
        senior unsecured Indebtedness;
  (k)  promptly
        after the filing of the same with any state insurance regulatory authority,
        a
        copy of any “Management Analysis and Discussion” filed by any Material Insurance
        Subsidiary with any such state insurance regulatory authority (other than
        as
        contained in an Annual Statement or a Quarterly Statement); and
  (l)  promptly
        following any request therefor, such other information regarding the results
        of
        operations, business affairs and financial condition of the Borrower or any
        Subsidiary as the Administrative Agent or any Lender may reasonably
        request.
  **Section
        5.2.**  **Notices
        of Material Events** **.** The
        Borrower will furnish to the Administrative Agent and each Lender prompt
        written
        notice of the following:
  (a)  the
        occurrence of any Default or Event of Default;
  (b)  the
        filing or commencement of any action, suit or proceeding by or before any
        arbitrator or Governmental Authority against or, to the knowledge of the
        Borrower, affecting the Borrower or any Subsidiary which, if adversely
        determined, could reasonably be expected to result in a Material Adverse
        Effect;
  (c)  the
        occurrence of any event or any other development by which the Borrower or
        any of
        its Subsidiaries (i) fails to comply with any Environmental Law or to obtain,
        maintain or comply with any permit, license or other approval required under
        any
        Environmental Law, (ii) becomes subject to any Environmental Liability, (iii)
        receives notice of any claim with respect to any Environmental Liability,
        or
        (iv) becomes aware of any basis for any Environmental Liability and in each
        of
        the preceding clauses, which individually or in the aggregate, could reasonably
        be expected to result in a Material Adverse Effect;
  (d)  the
        occurrence of any ERISA Event that alone, or together with any other ERISA
        Events that have occurred, could reasonably be expected to result in liability
        of the Borrower and its Subsidiaries in an aggregate amount exceeding
        $10,000,000;
  (e)  the
        occurrence of any default or event of default, or the receipt by Borrower
        or any
        of its Subsidiaries of any written notice of an alleged default or event
        of
        default, in respect of any Material Indebtedness of the Borrower or any of
        its
        Subsidiaries;
  51
 (f)  the
        receipt of any notice from any Governmental Authority of the expiration without
        renewal, revocation or suspension of, or the institution of any proceedings
        to
        revoke or suspend, any License now or hereafter held by any Material Insurance
        Subsidiary which is required to conduct insurance business in compliance
        with
        all Applicable Laws and the expiration, revocation or suspension of which
        could
        reasonably be expected to have a Material Adverse Effect;
  (g)  the
        receipt of any notice from any Governmental Authority of the institution
        of any
        disciplinary proceedings against or in respect of any Insurance Subsidiary,
        or
        the issuance of any order, the taking of any action or any request for an
        extraordinary audit for cause by any Governmental Authority which if adversely
        determined could reasonably be expected to have a Material Adverse
        Effect;
  (h)  any
        judicial or administrative order limiting or controlling the insurance business
        of any Insurance Subsidiary (and not the insurance industry generally) which
        has
        been issued or adopted and which has had, or which could reasonably be expected
        to have, a Material Adverse Effect; and
  (i)  any
        other
        development that results in, or could reasonably be expected to result in,
        a
        Material Adverse Effect.
  Each
        notice delivered under this Section shall be accompanied by a written statement
        of a Responsible Officer setting forth the details of the event or development
        requiring such notice and any action taken or proposed to be taken with respect
        thereto.
  **Section
        5.3.**  **Existence;
        Conduct of Business** .
        The
        Borrower will, and will cause each of its Material Subsidiaries to, do or
        cause
        to be done all things necessary to preserve, renew and maintain in full force
        and effect its legal existence and its respective rights, licenses, permits,
        privileges, fran-chises, patents, copyrights, trademarks and trade names
        material to the conduct of its business and will continue to engage in
        substantially the same business as presently conducted or such other businesses
        that are reasonably related thereto, including any business in which a
“financial holding company” (as defined in Section 4(k) of the Bank Holding
        Company Act (12 U.S.C. §1841)) may engage; provided ,
        that
        nothing in this Section shall prohibit any merger, consolidation, liquidation
        or
        dissolution permitted under Section
        7.3 .
  **Section
        5.4.**  **Compliance
        with Laws, Etc.** The
        Borrower will, and will cause each of its Subsidiaries to, comply with all
        laws,
        rules, regulations and requirements of any Governmental Authority applicable
        to
        its business and properties, including without limitation, all Environmental
        Laws, ERISA and OSHA, except where the failure to do so, either individually
        or
        in the aggregate, could not reasonably be expected to result in a Material
        Adverse Effect.
  **Section
        5.5.**  **Payment
        of Obligations.** The
        Borrower will, and will cause each of its Subsidiaries to, pay and discharge
        at
        or before maturity, all of its obligations and liabilities (including without
        limitation all tax liabilities and claims that could result in a statutory
        Lien)
        before the same shall become delinquent or in default,
  52
 except where (a) the validity or amount thereof is being contested in good
          faith
          by appropriate proceedings, (b) the Borrower or such Subsidiary has set
          aside on
          its books adequate reserves with respect thereto in accordance with GAAP
          and (c)
          the failure to make payment pending such contest could not reasonably be
          expected to result in a Material Adverse Effect.
  **Section
        5.6.**  **Books
        and Records** .
        The
        Borrower will, and will cause each of its Subsidiaries to, keep
        proper **** books
        of
        record and account in which full, true and correct entries shall be made
        of all
        dealings and transactions in relation to its business and activities to the
        extent necessary to prepare the consolidated financial statements of Borrower
        in
        conformity with GAAP or SAP, as applicable.
  **Section
        5.7.**  **Visitation,
        Inspection, Etc.** The
        Borrower will, and will cause each of its Subsidiaries to, permit any
        representative of the Administrative Agent or any Lender, to visit and inspect
        its properties, to examine its books and records and to make copies and take
        ex-tracts therefrom, and to discuss its affairs, finances and ac-counts with
        any
        of its officers and with its independent certified public accountants, all
        at
        such reasonable times and as of-ten as the Administrative Agent or any Lender
        may reasonably request after rea-sonable prior notice to the Borrower; provided *,* however ,
        if an
        Event of Default has occurred and is continuing, no prior notice shall be
        required.
  **Section
        5.8.**  **Maintenance
        of Properties;**  **Insurance** .
        The
        Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain
        all property material to the conduct of its business in good working order
        and
        condition, ordinary wear and tear excepted and (b) maintain with financially
        sound and reputable insurance companies, insurance with respect to its
        prop-erties and business, and the properties and business of its Subsidiaries,
        against loss or damage of the kinds customarily insured against by companies
        in
        the same or similar businesses operating in the same or similar locations.
  **Section
        5.9.**  **Use
        of Proceeds and Letters of Credit** .
        The
        Borrower will use the proceeds of all Loans to fund a portion of the Capital
        Title Acquisition and other Acquisitions, to finance working capital needs,
        capital expenditures and for other general corporate purposes of the Borrower.
        No part of the proceeds of any Loan will be used, whether directly or
        indirectly, for any purpose that would violate any rule or regulation of
        the
        Board of Governors of the Federal Reserve System, including Regulations T,
        U or
        X. All Letters of Credit will be used for general corporate
        purposes. ****
  **ARTICLE
        VI**
  **FINANCIAL
        COVENANTS**
  The
        Borrower covenants and agrees that so long as any Lender has a Commitment
        hereunder or any Obligation remains unpaid or outstanding:
  53
 **Section
          6.1.**  **Leverage
          Ratio** .
          The
          Borrower will maintain at all times, commencing with the Fiscal Quarter
          ending
          June 30, 2006, a Leverage **** Ratio
          of
          not greater than 0.375:1.0.
  **Section
        6.2.**  **Interest
        Coverage Ratio** . **** The
        Borrower will maintain, as of the end of each Fiscal Quarter, commencing
        with
        the Fiscal Quarter ending **June
        30, 2006** ,
        an
        Interest Coverage Ratio of not less than 3.00:1.0.
  **Section
        6.3.**  **Consolidated
        Net Worth** .
        The
        Borrower will not permit its Consolidated Net Worth at any time to be less
        than
        an amount equal to the sum of (i) 85% of the Consolidated Net Worth as of
        December 31, 2005 *plus* (ii)
        50%
        of Consolidated Net In-come on a cumulative basis for each succeeding Fiscal
        Quarter, commencing with the Fiscal Quarter ending March 31, 2006; provided ,
        that if
        Consolidated Net Income is negative in any Fiscal Quarter the amount added
        for
        such Fiscal Quarter shall be zero and such negative Consolidated Net Income
        shall not reduce the amount of Consolidated Net Income added from any previous
        Fiscal Quarter; *plus* (iii)
        100% of the amount by which the Borrower’s “total stockholders’ equity” is
        increased as a result of any public or private offering of common stock of
        the
        Borrower after the Closing Date (other than issuances of stock options to
        employees and issuances of restricted stock to employees). Promptly upon
        the
        consummation of such offering, the Borrower shall notify the Administrative
        Agent in writing of the amount of such increase in “total stockholders’
equity”.
  **ARTICLE
        VII**
  **NEGATIVE
        COVENANTS**
  The
        Borrower covenants and agrees that so long as any Lender has a Commitment
        hereunder or any Obligation remains outstanding:
  **Section
        7.1.**  **Indebtedness** .
        The
        Borrower will not, and will not permit any of its Subsidiaries to, create,
        incur, assume or suffer to exist any Indebtedness, except:
  (a)  Indebtedness
        created pursuant to the Loan Documents;
  (b)  Intentionally
        Omitted;
  (c)  Indebtedness
        described on Schedule
        7.1 and
        extensions, renewals and replacements of any such Indebtedness that do not
        increase the outstanding principal amount thereof (immediately prior to giving
        effect to such extension, renewal or replacement) or shorten the maturity
        or the
        weighted average life thereof including the 2006 Prudential Notes;
  (d)  Indebtedness
        incurred in connection with leases permitted pursuant to Section
        7.13 ;
  (e)  Indebtedness
        incurred in connection with Arbitrage Liens;
  54
 (f)  Other
        Indebtedness incurred by the Borrower so long as (1) at the time of incurrence
        thereof and after giving pro forma effect thereto, no Default or Event of
        Default shall have occurred and be continuing and (2) such Indebtedness matures
        no earlier than 180 days after the Revolving Commitment Termination
        Date;
  (g)  Specified
        Relocation Indebtedness in an aggregate principal amount not to exceed
        $25,000,000 at any one time outstanding;
  (h)  Federal
        Home Loan Bank Borrowings;
  (i)  Indebtedness
        incurred in connection with Investments permitted by Section
        7.4(c) ;
        and
  (j)  The
        2004
        Convertible Debenture.
  **Section
        7.2.**  **Negative
        Pledge** **.** The
        Borrower will not, and will not permit any of its Subsidiaries to, create,
        incur, assume or suffer to exist any Lien on any of its assets or property
        now
        owned or hereafter acquired or, except:
  (a)  Liens,
        if
        any, created in favor of the Administrative Agent for the benefit of the
        Lenders
        pursuant to the Loan Documents;
  (b)  Permitted
        Encumbrances;
  (c)  any
        Liens
        on any property or asset of the Borrower or any Subsidiary existing on the
        Closing Date set forth on Schedule
        7.2 ; provided ,
        that
        such Lien shall not apply to any other property or asset of the Borrower
        or any
        Subsidiary;
  (d)  Liens
        securing obligations in respect of Capital Lease Obligations; provided that
        such Capital Lease Obligations are otherwise permitted hereunder;
  (e)  any
        Lien
        (i) existing on any asset of any Person at the time such Person becomes a
        Subsidiary of the Borrower, (ii) existing on any asset of any Person at the
        time
        such Person is merged with or into the Borrower or any Subsidiary of the
        Borrower or (iii) existing on any asset prior to the acquisition thereof
        by the
        Borrower or any Subsidiary of the Borrower; provided ,
        that
        any such Lien was not created in the contemplation of any of the foregoing
        and
        any such Lien secures only those obligations which it secures on the date
        that
        such Person becomes a Subsidiary or the date of such merger or the date of
        such
        acquisition; and
  (f)  extensions,
        renewals, or replacements of any Lien referred to in paragraphs (a) through
        (e)
        of this Section; provided ,
        that
        the principal amount of the Indebtedness secured thereby is not increased
        and
        that any such extension, renewal or replacement is limited to the assets
        originally encumbered thereby;
  (g)  Liens
        arising solely by virtue of any statutory or common law provision relating
        to
        banker's liens, rights of set-off similar rights and remedies as to deposit
        accounts or other funds maintained with a creditor depository institution, provided that (i)
        such deposit account is not a dedicated cash collateral account and is not
        subject to restrictions against access
  55
 b y
          the
          Borrower in excess of those set forth by regulations promulgated by the
          Board of
          Governors of the Federal Reserve, and (ii) such deposit account is not
          intended
          by the Borrower or any Subsidiary to provide collateral to the depositary
          institution;
  (h)  Liens
        consisting of deposits made by any Insurance Subsidiary with the insurance
        regulatory authority in its jurisdiction of domicile or other statutory Liens
        or
        Liens or claims imposed or required by applicable insurance law or regulation
        against the assets of any Insurance Subsidiary, in each ease in favor of
        all
        policyholders of such Insurance Subsidiary and in the ordinary course of
        such
        Insurance Subsidiaries business;
  (i)  Liens
        upon Permitted Investments of the Borrower or any Subsidiary which are pledged
        as collateral for Arbitrage Liens of the Borrower or such Subsidiary, as
        applicable;
  (j)  Liens
        securing other Indebtedness of the Borrower and its Subsidiaries not to exceed
        $25,000,000 in the aggregate at any one time outstanding;
  (k)  Liens
        upon real estate owned by a Relocation Subsidiary and securing Indebtedness
        permitted by Section
        7.1(g) ;
  (l)  Liens
        securing Indebtedness of a Subsidiary owing to the Borrower or to another
        Wholly-Owned Subsidiary;
  (m)  Liens
        securing leases or sub-leases entered into in the ordinary course of business
        pursuant to which the Borrower or a Subsidiary is lessee (excluding financing
        leases, synthetic leases and similar arrangements), including precautionary
        Uniform Commercial Code financing statements filed in connection with such
        leases; provided that the Lien shall attach solely to the property or assets
        leased; and
  (n)  Liens
        securing obligations in respect of Federal Home Loan Bank Borrowings permitted
        hereunder.
  **Section
        7.3.**  **Fundamental
        Changes** **.** (a) The
        Borrower will not, and will not permit any Material Subsidiary to, merge
        into or
        consolidate into any other Person, or permit any other Person to merge into
        or
        consolidate with it, or sell, or lease, transfer or otherwise dispose of
        (in a
        single transaction or a series of transactions) all or substantially all
        of its
        assets (in each case, whether now owned or hereafter acquired) or all or
        substantially all of the stock of any of its Material Subsidiaries **** (in
        each
        case, whether now owned or hereafter acquired) **** or
        liquidate or dissolve; provided *,* that
        if
        at the time thereof and immediately after giving effect thereto, no Default
        or
        Event of Default shall have occurred and be continuing (a) any Material
        Subsidiary may merge or consolidate with the Borrower, provided that the
        Borrower shall be the continuing or surviving corporation, (b) any Material
        Subsidiary may merge or consolidate with any one or more Subsidiaries; provided ,
        that if
        any transaction shall be between a Subsidiary which is not a Wholly-Owned
        Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall
        be
        the continuing or surviving corporation; (c) and any Subsidiary may sell
        or
        transfer all or substantially all of its assets (upon voluntary liquidation
        or
        otherwise), to the Borrower or another Wholly-Owned Subsidiary; (d) any
  56
 Material Subsidiary which is a financial institution (excluding any Insurance
          Subsidiary) may consolidate with or be a party to a merger with another
          Person,
          and may dispose of all or substantially all of its assets, and the Borrower
          or
          another Subsidiary may sell, transfer or otherwise dispose of the Capital
          Stock
          of any such Material Subsidiary, in each case, pursuant to a divestiture
          of such
          Material Subsidiary which is specifically mandated by a regulatory authority
          having jurisdiction over the Borrower and its Subsidiaries, provided that (i)
          at the time of such divestiture and immediately after giving effect thereto,
          no
          Default or Event of Default shall exist and (ii) such divestiture could
          not
          reasonably be expected to have a Material Adverse Effect.
  (b)  The
        Borrower will not, and will not permit any of its Subsidiaries to, engage
        in any
        business other than businesses substantially the same as presently conducted
        or
        such other businesses that are reasonably related thereto, including any
        business in which a “financial holding company” (as defined in Section 4(k) of
        the Bank Holding Company Act (12 U.S.C. §1841)) may engage.
  **Section
        7.4.**  **Investments,
        Loans, Etc.** The
        Borrower shall not purchase or acquire, or suffer or permit any Subsidiary
        to
        purchase or acquire, or make any commitment therefore, any Capital Stock,
        equity
        interest, or any obligations or other securities of, or any interest in,
        any
        Person, or make or commit to make any Acquisitions, or make or commit to
        make
        any advance, loan, extension of credit or capital contribution to or any
        other
        investment in, any Person including any Affiliate of the Borrower (together,
        “ Investments ”),
        except for:
  (a)  Investments
        held by the Borrower or any Subsidiary in the form of cash equivalents or
        marketable securities;
  (b)  extensions
        of credit in the nature of accounts receivable or notes receivable arising
        from
        the sale or lease of goods or services in the ordinary course of
        business;
  (c)  Investments
        (i) by the Borrower or any of its Subsidiaries in a Subsidiary or (ii) by
        any
        Subsidiary in the Borrower;
  (d)  Investments
        incurred in order to consummate Acquisitions (including, without limitation,
        the
        Capital Title Acquisition) of Persons in the title insurance business or
        related
        lines of business including any business in which a “financial holding company”
(as defined in Section 4(k) of the Bank Holding Company Act (12 U.S.C. §1841))
        may engage; provided that (i) no Default or Event of Default results therefrom;
        (ii) such Acquisitions are undertaken in accordance with all applicable
        Requirements of Law; and (iii) the prior, effective written consent or approval
        to such Acquisition of the board of directors or equivalent governing body
        of
        the acquiree is obtained;
  (e)  Hedging
        Transactions permitted by Section
        7.10 ;
  (f)  loans
        to
        agents in an amount not to exceed $60,000,000 in the aggregate at any one
        time
        outstanding;
  57
 (g)  Other
        Investments by Insurance Subsidiaries permitted by the applicable laws, rules
        or
        regulations governing such Insurance Subsidiaries;
  (h)  Investments
        by the Borrower or any Subsidiary which is not an Insurance Subsidiary
        (including LandAmerica Alliance Company) in joint ventures in the ordinary
        course of the business of the Insurance Subsidiaries; and
  (i)  Investments
        by the Borrower or any Subsidiary which is not an Insurance Subsidiary in
        joint
        ventures (other than those permitted by Sections
        7.4 (g) and (h) )
        which
        total at any time not greater than $15,000,000.
  **Section
        7.5.**  **Restricted
        Payments** . **** The
        Borrower shall not declare or make any dividend payment or other distribution
        of
        assets, properties, cash, rights, obligations or securities on any shares
        of any
        class of its capital stock, or purchase, redeem or otherwise acquire for
        value
        any shares of its capital stock or any warrants, rights or options to acquire
        such shares, now or hereafter outstanding, except that the Borrower
        may:
  (a)  declare
        and make dividend payments or other distributions payable solely in its common
        stock;
  (b)  purchase,
        redeem or otherwise acquire shares of its common stock or warrants or options
        to
        acquire any such shares with the proceeds received from the substantially
        concurrent issue of new shares of its common stock;
  (c)  declare
        or pay cash dividends to its stockholders and purchase, redeem or otherwise
        acquire shares of its capital stock or warrants, rights or options to acquire
        any such shares for cash; provided ,
        that
        immediately after giving effect to such proposed action, no Default or Event
        of
        Default would exist;
  (d)  consummate,
        perform and settle the 2004 Convertible Debenture Hedges in cash or shares
        of
        the Borrower’s common stock, as required thereunder; and
  (e)  purchase,
        redeem or otherwise acquire shares of its common stock pursuant to the terms
        of
        a Rabbi Trust.
  The
        provisions of this Section
        7.5 shall
        not be deemed to preclude any conversion of convertible debt issued by the
        Borrower, including but not limited to the purchase for cash by the Borrower
        pursuant to the terms thereof of all of the holders’ rights thereunder and/or
        common stock into which such debt is convertible in lieu of or in conjunction
        with the conversion of such debt.
  **Section
        7.6.**  **Sale
        of Assets** **.** The
        Borrower will not, and will not permit any of its Subsidiaries to, convey,
        sell,
        lease, assign, transfer or otherwise dispose of, any of its assets, business
        or
        property, whether now owned or hereafter acquired, or, in the case of any
        Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any
        Person other than the Borrower or any other Subsidiary (or to qualify directors
        if required by applicable law), except:
  58
 (a)  dispositions
        of used, worn-out or surplus equipment in the ordinary course of
        business;
  (b)  the
        sale
        of equipment to the extent that such equipment is exchanged for credit against
        the purchase price of similar replacement equipment, or the proceeds of such
        sale are reasonably promptly applied to the purchase price of such replacement
        equipment;
  (c)  dispositions
        of Investments by any Insurance Subsidiary;
  (d)  dispositions
        (including by way of bulk reinsurance) not otherwise permitted hereunder
        which
        are made for fair market value; provided ,
        that
        (i) at the time of any disposition, no Event of Default shall exist or shall
        result from such disposition and (ii) the aggregate value of all assets sold
        pursuant to this Section
        7.6(d) by the
        Borrower and its Subsidiaries, together, shall not exceed $40,000,000 in
        any
        Fiscal Year;
  (e)  disposition
        of the real estate and improvements therein, for fair market value, of the
        Borrower’s headquarters located at 101 Gateway Centre Parkway, Richmond, VA as
        previously disclosed in the Borrower’s 10Q for the first quarter of
        2006;
  (f)  ordinary
        course dispositions of real estate and related properties by Relocation
        Subsidiaries in the relocation business;
  (g)  dispositions
        of real property received by an Insurance Subsidiary as part of a settlement
        or
        claims resolution under a policy of insurance issued by such Insurance
        Subsidiary;
  (h)  sale
        of
        property permitted by Section
        7.9 ;
  (i)  sale
        or
        other disposition of assets in the ordinary course of business;
  (j)  dispositions
        of tangible property as part of a like kind exchange under Section 1031 of
        the
        Code entered into in the ordinary course of business;
  (k)  the
        Borrower or any Subsidiary may sell, transfer or otherwise dispose of any
        Capital Stock of a Subsidiary in connection with a merger or consolidation
        permitted (including any merger or consolidation not prohibited) under Section
        7.3 ;
  (l)  a
        Material Subsidiary may issue shares of its Capital Stock in connection with
        an
        issuance whereby the Borrower or a Subsidiary maintains its or their, as
        applicable, same proportionate interest in the issuing Subsidiary;
        and
  **(m)**  the
        Borrower or a Subsidiary may transfer assets (including the Capital Stock
        of a
        Subsidiary), and a Subsidiary may issue its Capital Stock, in connection
        with an
        Investment in a joint venture permitted by Sections
        7.4(g), (h) or (i).
  **Section
        7.7.**  **Transactions
        with Affiliates** .
        The
        Borrower shall not, and shall not suffer or permit any Subsidiary to, enter
        into
        any transaction with any Affiliate of the Borrower (other than a Subsidiary),
        except upon fair and reasonable terms no less
  59
 favorable
          to
          the Borrower or such Subsidiary than would be obtained in a comparable
          arm's-length transaction with a Person not an Affiliate of the Borrower
          or such
          Subsidiary.
  **Section
        7.8.**  **ERISA** .
        The
        Borrower shall not, and shall not suffer or permit any of its ERISA Affiliates
        to: (a) engage in a prohibited transaction or violation of the fiduciary
        responsibility rules with respect to any Plan which has resulted or could
        reasonably expected to result in liability of the Borrower in an aggregate
        amount in excess of $5,000,000 **;** or (b)
        engage in a transaction that could be subject to Section 4069 or 4212(c)
        of
        ERISA.
  **Section
        7.9.**  **Sale
        and Leaseback Transactions** .
        The
        Borrower will not, and will not permit any of the Subsidiaries to, enter
        into
        any arrangement, directly or indirectly, whereby it shall sell or transfer
        any
        property, real or personal, used or useful in its business, whether now owned
        or
        hereinafter acquired, and thereafter rent or lease such property or other
        property that it intends to use for substantially the same purpose or purposes
        as the property sold or transferred; provided ,
        that
        the Borrower and its Subsidiaries may enter into such sale and leaseback
        transactions so long as the fair market value of the property transferred
        pursuant thereto in any calendar year shall not exceed $50,000,000 **.**
  **Section
        7.10.**  **Hedging
        Transactions** .
        The
        Borrower will not, and will not permit any of the Subsidiaries to, enter
        into
        any Hedging Transaction, other than: (i) Hedging Transactions entered into
        in
        the ordinary course of business to hedge or mitigate risks to which the Borrower
        or any Subsidiary is exposed in the conduct of its business or the management
        of
        its liabilities, (ii) the 2004 Convertible Debenture Hedges and (iii) Hedging
        Transactions entered into with respect to the 2006 Prudential Notes. Solely
        for
        the avoidance of doubt, the Borrower acknowledges that a Hedging Transaction
        entered into for speculative purposes or of a speculative nature (which shall
        be
        deemed to include any Hedging Transaction under which the Borrower or any
        of the
        Subsidiaries is or may become obliged to make any payment (i) in connection
        with
        the purchase by any third party of any common stock or any Indebtedness or
        (ii)
        as a result of changes in the market value of any common stock or any
        Indebtedness) is not a Hedging Transaction entered into in the ordinary course
        of business to hedge or mitigate risks.
  **Section
        7.11.**  **Accounting
        Changes** .
        The
        Borrower will not, and will not permit any of its Subsidiaries to, make any
        significant change in accounting treatment or reporting practices, except
        as
        required by GAAP or SAP, as applicable, or change the fiscal year of the
        Borrower or of any of its Subsidiaries, except to change the fiscal year
        of a
        Subsidiary to conform its fiscal year to that of the Borrower.
  **Section
        7.12.**  **Restrictive
        Agreements** **.** The
        Borrower will not, and will not permit any Material Subsidiary to, directly
        or
        indirectly, enter into, incur or permit to exist any agreement that directly
        or
        expressly prohibits, restricts or imposes any condition upon the ability
        of any
        Material Subsidiary to pay dividends or other distributions with respect to
        its common stock; provided ,
        that
        (i) the foregoing shall be
  60
 subject
          to,
          and shall not apply to restrictions or conditions imposed by, laws, rules,
          regulations, orders or other restrictions or agreements imposed by insurance
          regulators, bank regulators or similar agencies or by  this Agreement or
          any other Loan Document, (ii) the foregoing shall not apply to customary
          restrictions and conditions contained in agreements relating to the sale
          of a
          Subsidiary pending such sale, provided such restrictions and conditions
          apply
          only to the Subsidiary that is sold and such sale is permitted hereunder;
          and
          (iii) the foregoing shall not apply to customary net worth, leverage, cash
          flow
          and similar financial ratios and covenants (including, but not limited
          to,
          financial ratios and covenants such as those contained herein other than
          those
          contained in Section
          7.5 )
          which
          may indirectly restrict or limit the ability of a Material Subsidiary to
          pay
          dividends or distributions with respect to its common stock. ****
  **Section
        7.13.**  **Lease
        Obligations** **.** The
        Borrower shall not, and shall not suffer or permit any Subsidiary to, create
        or
        suffer to exist any obligations for the payment of rent for any property
        under
        lease or agreement to lease, except for;
  (a)  leases
        of
        the Borrower and of Subsidiaries in existence on the Closing Date and any
        renewal or extension thereof;
  (b)  operating
        leases entered into by the Borrower or any Subsidiary after the Closing Date
        in
        the ordinary course of business;
  (c)  leases
        entered into by the Borrower or any Subsidiary after the Closing Date pursuant
        to sale-leaseback transactions permitted under Section
        7.9 ;
  (d)  capital
        leases other than those permitted under clauses (a) and (c) of this Section,
        entered into by the Borrower or any Subsidiary after the Closing Date in
        the
        ordinary course of business to finance the acquisition of equipment;
        and
  (e)  leases
        acquired or assumed by the Borrower or any Subsidiary pursuant to an Acquisition
        permitted hereunder and any renewal or extension thereof.
  **Section
        7.14.**  **Material
        Subsidiaries** **.**
  (a)
        The
        Borrower will not at any time, determined in accordance with the most recently
        available financial statements delivered by the Borrower pursuant to Section
        5.1(a) or Section
        5.1(b) ,
        permit
        all of the then existing Material Subsidiaries, together with the Borrower,
        to
        account for less than (i) 85% of Consolidated Total Assets as of the end
        of the
        immediately preceding Fiscal Quarter of the Borrower or (ii) 85% of Consolidated
        Net Income for the four Fiscal Quarters of the Borrower then most recently
        ended.
  (b)  If
        at any
        time, the Borrower or all of the existing Material Subsidiaries do not together
        account for 85% or more of such Consolidated Total Assets and 85% or more
        of
        Consolidated Net Income as provided in Section
        7.14(a) ,
        the
        Borrower shall promptly designate, by written notice to the Lenders, such
        other
        Subsidiaries of the Borrower (which would not otherwise be Material
        Subsidiaries) to be deemed Material Subsidiaries hereunder so that such 85%
        threshold is satisfied.
  61
 (c)  The
        Borrower may designate any Subsidiary as a Material Subsidiary and may
        de-designate any Material Subsidiary identified in Schedule
        7.14 or in a
        Compliance Certificate or previously designated as a Material Subsidiary
        pursuant to the requirements of this Section
        7.14 ;
        provided that:
  (i)  the
        Borrower shall have given not less than ten days’ prior written notice to the
        Lenders of such designation or de-designation;
  (ii)  at
        the
        time of such designation or de-designation and immediately after giving effect
        thereto no Default or Event of Default shall exist (including, without
        limitation, under Section
        7.14(a) );
  (iii)  in
        the
        case of the designation of a Subsidiary as a Material Subsidiary, such
        Subsidiary shall not at any time after the date of this Agreement have
        previously been designated as a Material Subsidiary more than once;
        and
  (iv)  in
        the
        case of the de-designation of a Material Subsidiary, such Material Subsidiary
        shall not at any time after the date of this Agreement have previously been
        de-designated more than once.
   **ARTICLE
        VIII**
  **EVENTS
        OF DEFAULT**
  **Section
        8.1.**  **Events
        of Default** **.** If any
        of the following events (each an “ Event
        of Default ”)
        shall
        occur:
  (a)  the
        Borrower shall fail to pay any principal of any Loan or of any reimbursement
        obligation in respect of any LC Disbursement when and as the same shall become
        due and payable, whether at the due date thereof or at a date fixed for
        prepayment or otherwise; or
  (b)  the
        Borrower shall fail to pay any interest on any Loan or any fee or any other
        amount (other than an amount payable under clause (a) of this Section
        8.1 )
        pay-able under this Agreement or any other Loan Document, when and as the
        same
        shall become due and payable, and such failure shall continue unremedied
        for a
        period of five (5) Business Days; or
  (c)  any
        representation or warranty made or deemed made by or on behalf of the Borrower
        or any Subsidiary in or in connection with this Agreement or any other Loan
        Document (including the Sched-ules attached thereto) and any amendments or
        modifications hereof or waivers hereunder, or in any certificate, report,
        financial statement or other document sub-mitted to the Administrative Agent
        or
        the Lenders by the Borrower or any representative of
  62
 the
          Borrower pursuant to or in connection with this Agreement or any other
          Loan
          Document shall prove to be incorrect **** when
          made
          or deemed made or submitted; or
  (d)  (i)
        the
        Borrower shall fail to observe or perform any covenant or agreement contained
        in Sections 5.2 , 5.3 (with
        respect to the Borrower’s existence) or Articles VI or VII or (ii) the Borrower
        shall fail to observe or perform any covenant or agreement contained in Section
        5.1 and such
        failure shall remain unremedied for 15 days ; or
  (e)  the
        Borrower shall fail to observe or perform any covenant or agreement contained
        in
        this Agreement (other than those referred to in clauses (a), (b) and (d)
        above)
        or any other Loan Document, and such failure shall remain unremedied for
        30 days after the earlier of (i) any officer of the Borrower becomes
        aware of such failure, or (ii) notice thereof shall have been given to the
        Borrower by the Administrative Agent or any Lender; or
  (f)  the
        Borrower or any Material Subsidiary (whether as primary obligor or as guarantor
        or other surety) shall fail to pay any principal of, or premium or interest
        on,
        any Material Indebtedness that is outstanding, when and as the same shall
        become
        due and payable (whether at scheduled maturity, required prepayment,
        acceleration, demand or otherwise), and such failure shall continue after
        the
        applicable grace period, if any, specified in the agreement or instrument
        evidencing or governing such Indebtedness; or any other event shall occur
        or
        condition shall exist under any agreement or instrument relating to such
        Indebtedness and shall continue after the applicable grace period, if any,
        specified in such agreement or instrument, and as a consequence the maturity
        of
        such Indebtedness is accelerated; or any such Indebtedness has become or
        has
        been declared to be due and payable, or required to be prepaid or redeemed
        (other than by a regularly scheduled required prepayment or redemption),
        purchased or defeased, or any offer to prepay, redeem, purchase or defease
        such
        Indebtedness shall be required to be made, in each case prior to the stated
        maturity thereof;
  (g)  the
        Borrower or any Material Subsidiary shall (i) commence a voluntary case or
        other
        proceeding or file any petition seeking liquidation, reorganization or other
        relief under any federal, state or foreign bankruptcy, insolvency or other
        similar law now or hereafter in effect or seeking the appointment of a
        custodian, trustee, receiver, liquidator or other similar official of it
        or any
        substantial part of its property, (ii) apply for or consent to the appointment
        of a custodian, trustee, receiver, liquidator or other similar official for
        the
        Borrower or any such Material Subsidiary or for a substantial part of its
        assets, (iii) file an answer admitting the material allegations of a petition
        filed against it in any such proceeding, (iv) make a general assignment for
        the
        benefit of creditors, or (v) take any action for the purpose of effecting
        any of
        the foregoing; or
  (h)  an
        involuntary proceeding shall be commenced or an involuntary petition shall
        be
        filed seeking (i) liquidation, reorganization or other relief in respect
        of the
        Borrower or any Material Subsidiary or its debts, or any substantial part
        of its
        assets, under any federal, state or foreign bankruptcy, insolvency or other
        similar law now or hereafter in effect or (ii) the appointment of a custodian,
        trustee, receiver, liquidator or other similar official for the Borrower
        or any
        Material Subsidiary or for a substantial part of its assets, and in any such
        case, such proceeding or petition shall remain undismissed for a period of
        60
        days or an order or decree approving or ordering any of the foregoing shall
        be
        entered; or
  63
 (i)  the
        Borrower or any Material Subsidiary shall become unable to pay, shall admit
        in
        writing its inability to pay, or shall fail to pay, its debts as they become
        due; or
  (j)  an
        ERISA
        Event (other than an ERISA Event that could reasonably be expected to result
        solely in a negative non-cash impact on goodwill and/or earnings) shall have
        occurred that, in the opinion of the Required Lenders, when taken together
        with
        other ERISA Events that have occurred, could reasonably be expected to result
        in
        liability to the Borrower and the Subsidiaries in an aggregate amount exceeding
        $25,000,000; or
  (k)  any **** judgment
        or order for the payment of money in excess of $25,000,000 in the aggregate
        shall be rendered against the Borrower or any Subsidiary, and either (i)
        enforcement proceedings shall have been commenced by any creditor upon such
        judgment or order or (ii) there shall be a period of 30 consecutive days
        during which a stay of enforcement of such judgment or order, by reason of
        a
        pending appeal or otherwise, shall not be in effect; or
  (l)  any **** non-monetary **** judgment
        or order shall be rendered against the Borrower or any Subsidiary that could
        reasonably be expected to have a Material Adverse Effect, and there shall
        be a
        period of 30 consecutive days during which a stay of enforcement of such
        judgment or order, by reason of a pending appeal or otherwise, shall not
        be in
        effect; or
  (m)  a
        Change
        in Control shall occur or exist; or
  (n)  Any
        Insurance Subsidiary shall be the subject of a final nonappealable order
        imposing a fine in an amount in excess of $5,000,000 in a single instance
        or
        other such orders imposing fines in excess of $25,000,000 in the aggregate
        after
        the Closing Date by or at the request of any state insurance regulatory agency
        as a result of the violation by such Insurance Subsidiary of such state’s
        applicable insurance laws or the regulations promulgated in connection
        therewith;
  then,
        and
        in every such event (other than an event with respect to the Borrower described
        in clause (g) or (h) of this Section) and at any time thereafter during the
        continuance of such event, the Administrative Agent may, and upon the written
        request of the Required Lenders shall, by notice to the Borrower, take any
        or
        all of the follow-ing actions, at the same or different times: (i) terminate
        the
        Commitments, whereupon the Commitment of each Lender shall terminate
        immediately, (ii) declare the principal of and any accrued interest on the
        Loans, and all other Obligations owing hereunder, to be, whereupon the same
        shall become, due and payable immediately, without presentment, demand, protest
        or other notice of any kind, all of which are hereby waived by the Borrower,
        (iii) exercise all remedies contained in any other Loan Document, and (iv)
        exercise any other remedies available at law or in equity; and that, if an
        Event
        of Default specified in either clause (g) or (h) shall occur, the Commitments
        shall automatically terminate and the principal of the Loans then outstanding,
        together with accrued interest thereon, and all fees, and all other Obligations
        shall automatically become due and payable, without presentment, demand,
        protest
        or other notice of any kind, all of which are hereby waived by the
        Borrower.
  64
 **ARTICLE
        IX**
  **THE
        ADMINISTRATIVE AGENT**
  **Section
        9.1.**  **Appointment
        of Administrative Agent** .
  (a)  Each
        Lender irrevocably appoints SunTrust Bank as the Administrative Agent and
        authorizes it to take such actions on its behalf and to exercise such powers
        as
        are delegated to the Administrative Agent under this Agreement and the other
        Loan Documents, together with all such actions and powers that are reasonably
        incidental thereto. The Administrative Agent may perform any of its duties
        hereunder or under the other Loan Documents by or through any one or more
        sub-agents or attorneys-in-fact appointed by the Administrative Agent. The
        Administrative Agent and any such sub-agent or attorney-in-fact may perform
        any
        and all of its duties and exercise its rights and powers through their
        respective Related Parties. The exculpatory provisions set forth in this
        Article
        shall apply to any such sub-agent or attorney-in-fact and the Related Parties
        of
        the Administrative Agent, any such sub-agent and any such attorney-in-fact
        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.
  (b)  The
        Issuing Bank shall act on behalf of the Lenders with respect to any Letters
        of
        Credit issued by it and the documents associated therewith until such time
        and
        except for so long as the Administrative Agent may agree at the request of
        the
        Required Lenders to act for the Issuing Bank with respect thereto; provided,
        that the Issuing Bank shall have all the benefits and immunities (i) provided
        to
        the Administrative Agent in this Article IX with respect to any acts taken
        or
        omissions suffered by the Issuing Bank in connection with Letters of Credit
        issued by it or proposed to be issued by it and the application and agreements
        for letters of credit pertaining to the Letters of Credit as fully as if
        the
        term “Administrative Agent” as used in this Article IX included the Issuing Bank
        with respect to such acts or omissions and (ii) as additionally provided
        in this
        Agreement with respect to the Issuing Bank.
  **Section
        9.2.**  **Nature
        of Duties of Administrative Agent** .
        The
        Administrative Agent shall not have any duties or obligations except those
        expressly set forth in this Agreement and the other Loan Documents. Without
        limiting the generality of the foregoing, (a) the Administrative Agent shall
        not
        be subject to any fiduciary or other implied duties, regardless of whether
        a
        Default or an Event of Default has occurred and is continuing, (b) the
        Administrative Agent shall not have any duty to take any discretionary action
        or
        exercise any discretionary powers, except those discretionary rights and
        powers
        expressly contemplated by the Loan Documents that the Administrative Agent
        is
        required to exercise in writing by the Required Lenders (or such other number
        or
        percentage of the Lenders as shall be necessary under the circumstances as
        provided in Section
        10.2 ),
        and
        (c) except as expressly set forth in the Loan Documents, the Administrative
        Agent shall not 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
        Subsidiaries that is communicated to or obtained by the Administrative Agent
        or
        any of its Affiliates in any capacity. The Administrative Agent shall not
        be
        li-able for any action taken or not taken by it, its sub-agents or
        attorneys-in-fact with the consent or
  65
 at the request of the Required Lenders (or such other number or percentage
          of
          the Lenders as shall be necessary under the circumstances as provided in Section
          10.2 )
          or in
          the absence of its own gross negligence or willful misconduct. The
          Administrative Agent shall not be responsible for the negligence or misconduct
          of any sub-agents or attorneys-in-fact selected by it with reasonable care.
          The
          Administrative Agent shall not be deemed to have knowledge of any Default
          or
          Event of Default unless and until written notice thereof (which notice
          shall
          include an express reference to such event being a “Default” or “Event of
          Default” hereunder) is given to the Administrative Agent by the Borrower or any
          Lender, and 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 any 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 and conditions set forth in any
          Loan
          Document, (iv) the validity, enforceability, effectiveness or genuineness
          of any
          Loan Document or any other agreement, instrument or document, or (v) the
          satisfaction of any condition set forth in Article III or elsewhere in
          any Loan
          Document, other than to confirm receipt of items expressly required to
          be
          delivered to the Administrative Agent. The Administrative Agent may consult
          with
          legal counsel (including counsel for the Borrower) concerning all matters
          pertaining to such duties.
  **Section
        9.3.**  **Lack
        of Reliance on the Administrative Agent** .
        Each of
        the Lenders, the Swingline Lender and the Issuing Bank acknowledges that
        it has,
        independently and without reliance upon the Administrative Agent or any other
        Lender 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
        of
        the Lenders, the Swingline Lender and the Issuing Bank also acknowledges
        that it
        will, independently and without reliance upon the Administrative Agent or
        any
        other Lender and based on such documents and information as it has deemed
        appropriate, continue to make its own decisions in taking or not taking of
        any
        action under or based on this Agreement, any related agreement or any document
        furnished hereunder or thereunder.
  **Section
        9.4.**  **Certain
        Rights of the Administrative Agent** .
        If the
        Administrative Agent shall request instructions from the Required Lenders
        with
        re-spect to any action or ac-tions (including the failure to act) in connection
        with this Agreement, the Administrative Agent shall be entitled to refrain
        from
        such act or taking such act, unless and until it shall have received
        instructions from such Lend-ers; and the Administrative Agent shall not incur
        liability to any Person by rea-son of so refraining. Without limiting the
        foregoing, no Lender shall have any right of action whatsoever against the
        Administrative Agent as a result of the Administrative Agent acting or
        refraining from acting hereunder in ac-cordance with the instructions of
        the
        Required Lenders where required by the terms of this Agreement.
  **Section
        9.5.**  **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 believed by it to be genuine
        and to have been signed, sent or made by the proper
  66
 Person.
          The Administrative Agent may also rely upon any statement made to it orally
          or
          by telephone and believed by it to be made by the proper Person and shall
          not
          incur any liability for relying thereon. The Administrative Agent may consult
          with legal counsel (including counsel for the Borrower), indepen-dent public
          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 such counsel,
          accountants or experts.
  **Section
        9.6.**  **The
        Administrative Agent in its Individual Capacity** .
        The
        bank serving as the Administrative Agent shall have the same rights and powers
        under this Agreement and any other Loan Document in its capacity as a Lender
        as
        any other Lender and may exercise or refrain from exercising the same as
        though
        it were not the Administrative Agent; and the terms “Lenders”, “Required
        Lenders”, “holders of Notes”, or any similar terms shall, unless the context
        clearly otherwise indicates, include the Administrative Agent in its individual
        capacity. The bank acting as the Administrative Agent and its Affiliates
        may
        accept de-posits from, lend money to, and generally engage in any kind of
        business with the Borrower or any Subsidiary or Affiliate of the Borrower
        as if
        it were not the Administrative Agent hereunder.
 **Section
        9.7.**  **Successor
        Administrative Agent** .
  (a)  The
        Administrative Agent may resign at any time by giving notice thereof to the
        Lenders and the Borrower. Upon any such resignation, the Required Lenders
        shall
        have the right to appoint a successor Administrative Agent, subject to the
        approval by the Borrower provided that no Default or Event of Default shall
        exist at such time. If no suc-cessor Administrative Agent shall have been
        so
        appointed, and shall have accepted such appointment within 30 days after
        the retiring Administrative Agent gives notice of resignation, then the retiring
        Administrative Agent may, on behalf of the Lenders and the Issuing Bank,
        appoint
        a successor Administrative Agent, which shall be a commercial bank organized
        under the laws of the United States of America or any state thereof or a
        bank
        which maintains an office in the United States, having a combined capital
        and
        surplus of at least $500,000,000.
  (b)  Upon
        the
        acceptance of its appointment as the Administrative Agent hereunder by a
        successor, such successor Administrative Agent shall there-upon succeed to
        and
        become vested with all the rights, powers, privileges and duties of the retiring
        Administrative Agent, and the retiring Administrative Agent shall be discharged
        from its duties and obligations under this Agreement and the other Loan
        Documents. If within 45 days after written notice is given of the retiring
        Administrative Agent’s resignation under this Section
        9.7 no
        successor Administrative Agent shall have been appointed and shall have accepted
        such appointment, then on such 45 th day (i)
        the retiring Administrative Agent’s resignation shall become effective, (ii) the
        retiring Administrative Agent shall thereupon be discharged from its duties
        and
        obligations under the Loan Documents and (iii) the Required Lenders shall
        thereafter perform all duties of the retiring Administrative Agent under
        the
        Loan Documents until such time as the Required Lenders appoint a successor
        Administrative Agent as provided above. After any retir-ing Administrative
        Agent’s resignation hereunder, the provi-sions of this Article IX shall
        continue in effect for the benefit of such retiring Administrative Agent
        and its
        representatives and agents in respect of any ac-tions taken or not taken
        by any
        of them while it was serving as the Administrative Agent.
  67
 **Section
        9.8.**  **Authorization
        to Execute other Loan Documents** .
        Each
        Lender hereby authorizes the Administrative Agent to execute on behalf of
        all
        Lenders all Loan Documents other than this Agreement.
  **Section
        9.9.**  **Co-Documentation
        Agents; Co-Syndication Agents** .
        Each
        Lender hereby designates US Bank, National Association **** and
        JPMorgan Chase Bank as Co-Documentation Agents and agrees that the
        Co-Documentation Agents shall have no duties or obligations under any Loan
        Documents to any Lender or Borrower. Each Lender hereby designates Wachovia
        Bank, National Association and Union Bank of California, N.A. as Co-Syndication
        Agents and agrees that the Co-Syndication Agents shall have no duties or
        obligations under any Loan Documents to any Lender or Borrower.
  **ARTICLE
        X**
  **MISCELLANEOUS**
  **Section
        10.1.**  **Notices** **.**
  (a)  Except
        in
        the case of notices and other communications expressly permitted to be given
        by
        telephone, all notices and other communications to any party herein to be
        effective shall be in writing and shall be delivered by hand or overnight
        courier service, mailed by certified or registered mail or sent by telecopy,
        as
        follows:
  To
        the
        Borrower:  LandAmerica
        Financial Group, Inc.
 101
        Gateway Centre Parkway
 Richmond,
        VA 23235
 Attention: **** Ronald
        B.
        Ramos, Treasurer
 Telecopy
        Number: (804) 236-8834
 
 with
        a
        copy to: Williams
        Mullen
 1021
        E.
        Cary Street,
 Richmond,
        VA  23219
 Attention:
        G. Andrew Nea, Jr.
 Telecopy
        Number: (804) 783-6507
 
 
 To
        the
        Administrative Agent
 or
        Swingline Lender:   SunTrust
        Bank
 919
        East
        Main Street, 22 nd Floor
 Richmond,
        Virginia 23219
 Attention:
        Mark Flatin
 Telecopy
        Number: (804) 782-5818
 
 68
 With
        a
        copy to: SunTrust
        Bank
 Agency
        Services
 303
        Peachtree Street, N. E./ 25 th Floor
 Atlanta,
        Georgia 30308
 Attention:
        Ms. Dorris Folsom
 Telecopy
        Number: (404) 658-4906
 
 and
  King
        & Spalding LLP
 1180
        Peachtree Street, N.E.
 Atlanta,
        Georgia 30309
 Attention:
        Carolyn Z. Alford
 Telecopy
        Number: (404) 572-5100
 
 To
        the
        Issuing Bank: SunTrust
        Bank
 25
        Park
        Place, N. E./Mail Code 3706
 Atlanta,
        Georgia 30303
 Attention:
        John Conley
 Telecopy
        Number: (404) 588-8129
 
 To
        the
        Swingline Lender: SunTrust
        Bank
 Agency
        Services
 303
        Peachtree Street, N.E./25 th Floor
 Atlanta,
        Georgia 30308
 Attention:
        Ms. Dorris Folsom
 Telecopy
        Number: (404) 658-4906
 
 To
        any
        other Lender:   the
        address set forth in the Administrative  Questionnaire
  Any
        party
        hereto may change its address or telecopy number for notices and other
        communications hereunder by notice to the other parties hereto. All such
        notices
        and other communications shall, when transmitted by overnight delivery, or
        faxed, be effective when delivered for overnight (next-day) delivery, or
        transmitted in legible form by facsimile machine, respectively, or if mailed,
        upon the third Business Day after the date deposited into the mail or if
        delivered, upon delivery; provided, that notices delivered to the Administrative
        Agent, the Issuing Bank or the Swingline Bank shall not be effective until
        actually received by such Person at its address specified in this Section
        10.1 .
  (b)  Any
        agreement of the Administrative Agent and the Lenders herein to receive certain
        notices by telephone or facsimile is solely for the convenience and at the
        request of the Borrower. The Administrative Agent and the Lenders shall be
        entitled to rely on the authority of any Person purporting to be a Person
        authorized by the Borrower to give such notice and the Administrative Agent
        and
        Lenders shall not have any liability to the Borrower or other Person on account
        of any action taken or not taken by the Administrative Agent or the Lenders
        in
        reliance upon such telephonic or facsimile notice. The obligation of the
        Borrower to repay the
  69
 Loans
          and
          all other Obligations hereunder shall not be affected in any way or to
          any
          extent by any failure of the Administrative Agent and the Lenders to receive
          written confirmation of any telephonic or facsimile notice or the receipt
          by the
          Administrative Agent and the Lenders of a confirmation which is at variance
          with
          the terms understood by the Administrative Agent and the Lenders to be
          contained
          in any such telephonic or facsimile notice.
  **Section
        10.2.**  **Waiver;
        Amendments** **.**
  (a)  No
        failure or delay by the Administrative Agent, the Issuing Bank or any Lender
        in
        exercising any right or power hereunder or any other Loan Document, and no
        course of dealing between the Borrower and the Administrative Agent or any
        Lender **,** shall
        oper-ate as a waiver thereof, nor shall any single or partial exercise of
        any
        such right or power or any abandonment or discontinuance of steps to enforce
        such right or power, preclude any other or further exercise thereof or the
        exer-cise of any other right or power hereunder or thereunder. The rights
        and
        remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder
        and under the other Loan Documents are cumulative and are not exclu-sive
        of any
        rights or remedies provided by law. No waiver of any provision of this Agreement
        or any other Loan Document or consent to any departure by the Borrower therefrom
        shall in any event be effective unless the same shall be permitted by paragraph
        (b) of this Section, and then such waiver or consent shall be effective only
        in
        the specific instance and for the purpose for which given. Without limiting
        the
        generality of the foregoing, the making of a Loan or the issuance of a Letter
        of
        Credit shall not be construed as a waiver of any Default or Event of Default,
        regardless of whether the Administrative Agent, any Lender or the Issuing
        Bank
        may have had notice or knowledge of such Default or Event of Default at the
        time.
  (b)  No
        amendment or waiver of any provision of this Agreement or the other Loan
        Documents, nor consent to any departure by the Borrower therefrom, shall
        in any
        event be effective unless the same shall be in writing and signed by the
        Borrower and the Required Lenders or the Borrower and the Administrative
        Agent
        with the consent of the Required Lenders and then such waiver or consent
        shall
        be effective only in the specific instance and for the spe-cific purpose
        for
        which given; provided ,
        that no
        amendment or waiver shall: (i) increase the Commitment of any Lender without
        the
        written consent of such Lender, (ii) reduce the principal amount of any
        Loan or LC Disbursement or reduce the rate of interest thereon, or reduce
        any
        fees payable hereunder, without the written consent of each Lender affected
        thereby, (iii) postpone the date fixed for any payment of any princi-pal
        of, or interest on, any Loan or LC Disbursement or interest thereon or any
        fees
        hereunder or reduce the amount of, waive or excuse any such payment, or postpone
        the scheduled date for the termination or reduction of any Commitment, without
        the written consent of each Lender affected thereby, (iv) change Section
        2.21 (b) or
        (c) in a manner that would alter the pro rata sharing of payments required
        thereby, without the written consent of each Lender, (v) change any of the
        provisions of this Section or the definition of “Required Lenders” or any other
        provision hereof specifying the number or percentage of Lenders which are
        required to waive, amend or modify any rights hereunder or make any
        determination or grant any consent hereunder, without the consent of each
        Lender; (vi) release any guarantor or limit the liability of any such guarantor
        under any guaranty agreement, without the written consent of each Lender;
        (vii)
        release all or substantially all collateral (if any) securing any of the
        Obligation, without the written consent of each Lender; provided  further ,
        that no
        such agreement shall amend, modify or otherwise affect the rights, duties
        or
        obligations of the
  70
 Administrative
          Agent, the Swingline Bank or the Issuing Bank without the prior written
          consent
          of such Person.
  **Section
        10.3.**  **Expenses;
        Indemnification** **.**
  (a)  The
        Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of
        the
        Administrative Agent and its Affiliates **,** including
        the reasonable fees, charges and disbursements of counsel for the Administrative
        Agent and its Affiliates, in connection with the syndication of the credit
        facilities provided for herein, the preparation and administration of the
        Loan
        Documents and any amendments, modifications or waivers thereof (whether or
        not
        the transactions contemplated in this Agreement or any other Loan Document
        shall
        be consummated), (ii) all reasonable out-of-pocket expenses incurred by the
        Issuing Bank 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 costs and expenses (including, without limitation, the reasonable
        fees, charges and disbursements of outside coun-sel and the allocated cost
        of
        inside counsel) incurred by the Administrative Agent, the Issuing Bank or
        any
        Lender in connection with the enforcement or protection of its rights in
        connection with this Agreement, including its rights under this Section,
        or in
        connection with the Loans made or any 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)  The
        Borrower shall indemnify the Administrative Agent, the Issuing Bank and each
        Lender, and each Related Party of any of the foregoing (each, an “ Indemnitee ”)
        against, and hold each of them harmless from, any and all costs, losses,
        liabilities, claims, damages and related expenses, including the fees, charges
        and disbursements of any counsel for any Indemnitee, which may be incurred
        by or
        asserted against any Indemnitee arising out of, in connection with or as
        a
        result of (i) the execution or delivery of this Agreement or any other agreement
        or instrument contemplated hereby, the performance by the parties hereto
        of
        their respective obligations hereunder or the consummation of any of the
        transactions contemplated hereby, (ii) any Loan or Letter of Credit or any
        actual or proposed use of the proceeds therefrom (including any refusal by
        the
        Issuing Bank 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), (iii) any actual or alleged presence
        or
        release of Hazardous Materials on or from any property owned by the Borrower
        or
        any Subsidiary or any Environmental Liability related in any way to the Borrower
        or any Subsidiary **** or
        (iv) **** any
        actual or prospective claim, litigation, investigation or proceeding relating
        to
        any of the foregoing, whether based on contract, tort or any other theory
        and
        regardless of whether any Indemnitee is a party thereto; provided ,
        that
        the Borrower shall not be obligated to indemnify any Indemnitee for any of
        the
        fore-going arising out of such Indemnitee’s gross negligence or willful
        misconduct as determined by a court of competent jurisdiction in a final
        and
        nonappealable judgment.
  (c)  The
        Borrower shall pay, and hold the Administrative Agent and each of the Lenders
        harmless from and against, any and all present and future stamp, documentary,
        and other similar taxes with re-spect to this Agreement and any other Loan
        Documents, any collateral described therein, or any payments due thereunder,
        and
        save the Administrative Agent and each Lender harmless from and against any
        and
        all liabilities with respect to or resulting from any delay or omission to
        pay
        such taxes.
  71
 (d)  To
        the
        extent that the Borrower fails to pay any amount required to be paid to the
        Administrative Agent, the Issuing Bank or the Swingline Lender under clauses
        (a), (b) or (c) hereof, each Lender severally agrees to pay to the
        Administrative Agent, the Issuing Bank or the Swingline Lender, as the case
        may
        be, such Lender’s Pro Rata Share (determined as of the time that the
        unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided ,
        that
        the unreimbursed expense or indemnified payment, claim, damage, liability
        or
        related expense, as the case may be, was incurred by or asserted against
        the
        Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity
        as such.
  (e)  To
        the
        extent permitted by applicable law, the Borrower shall not assert, and hereby
        waives, any claim against any Indemnitee, on any theory of liability, for
        special, indirect, consequential or punitive damages (as opposed to actual
        or
        direct damages) arising out of, in connection with or as a result of, this
        Agreement or any agreement or instrument contemplated hereby, the transactions
        contemplated therein, any Loan or any Letter of Credit or the use of proceeds
        thereof.
  (f)  All
        amounts due under this Section shall be payable promptly after written demand
        therefor.
  **Section
        10.4.**  **Successors
        and Assigns** **.**
  (a)  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 the Borrower may not assign or otherwise transfer any of its
        rights
        or obligations hereunder without the prior written consent of each Lender
        (and
        any attempted assignment or transfer by the Borrower without such consent
        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 and, to the extent expressly
        contemplated hereby, the Related Parties of each of the Administrative Agent
        and
        the Lenders) any legal or equitable right, remedy or claim under or by reason
        of
        this Agreement.
  (b)  Any
        Lender may assign to one or more Eligible Assignees all or a portion of its
        rights and obligations under this Agreement (including all or a portion of
        its
        Commitment and the Loans at the time owing to it); provided that (i)
        except in the case of an assignment of the entire remaining amount of 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
        with respect to a Lender, the aggregate amount of the Commitment (which for
        this
        purpose includes Loans outstanding thereunder) of the assigning Lender subject
        to each such assignment (determined as of the date the Assignment and Acceptance
        with respect to such assignment is delivered to the Administrative Agent)
        shall
        not be less than $1,000,000, in the case of any assignment of a Revolving
        Loan
        or reimbursement obligation of outstanding Letters of Credit, 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), (ii) 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 Loan or the Commitment
        assigned and (iii) the parties to each assignment shall execute and deliver
        to
        the Administrative Agent an Assignment and Acceptance, together with a
        processing and
  72
 recordation
          fee of $3,500, and the Eligible Assignee, if it shall not be a Lender,
          shall
          deliver to the Administrative Agent an Administrative Questionnaire. Upon
          (i)
          the execution and delivery of the Assignment and Acceptance by the assigning
          Lender and assignee Lender, (ii) acceptance and recording thereof by the
          Administrative Agent pursuant to paragraph (c) of this Section, (iii) consent
          thereof from the Borrower to the extent required pursuant to this clause
          (b) and
          (iv) if such assignee Lender is a Foreign Lender, compliance by such Person
          with Section
          2.20(e) ,
          from
          and after the effective date specified in each Assignment and Acceptance,
          the
          Eligible Assignee thereunder shall be a party hereto and, to the extent
          of the
          interest assigned by such Assignment and Acceptance, 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
          Acceptance, be released from its obligations under this Agreement (and,
          in the
          case of an Assignment and Acceptance 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
          2.18 , 2.19 , 2.20 and 10.3) .
          Any
          assignment or transfer by a Lender of rights or obligations under this
          Agreement
          that does not comply with this paragraph 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 paragraph (d) of this Section.
  (c)  The
        Administrative Agent, acting solely for this purpose as an agent of the
        Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy
        of
        each Assignment and Acceptance delivered to it and a register for the
        recordation of the names and addresses of the Lenders, and the Commitments
        of,
        and principal amount of the Loans 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.
  (d)  Any
        Lender may, without the consent of, or notice to, the Borrower, the
        Administrative Agent, the Swingline Bank or the Issuing Bank sell participations
        to one or more banks or other entities (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 owing to it); provided that
        (i) such 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 Swingline Bank, the Issuing Bank and the other
        Lenders
        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, modification or waiver
        with
        respect to the following to the extent affecting such Participant: (i) increase
        the Commitment of any Lender without the written consent of such Lender,
        (ii) reduce the principal amount of any Loan or LC Disbursement or reduce
        the rate of interest thereon, or reduce any fees payable hereunder, without
        the
        written consent of each Lender affected thereby, (iii) postpone the date
        fixed for any payment of any principal of, or interest on, any Loan or LC
        Disbursement or interest thereon or any fees hereunder or reduce the amount
        of,
        waive or excuse any such payment, or postpone the scheduled date for the
  73
 termination
          or reduction of any Commitment, without the written consent of each Lender
          affected thereby, (iv) change Section
          2.21(b) or (c) in a
          manner that would alter the pro rata sharing of payments required thereby
          ,
          without the written consent of each Lender, (v) change any of the provisions
          of
          this Section or the definition of “Required Lenders” or any other provision
          hereof specifying the number or percentage of Lenders which are required
          to
          waive, amend or modify any rights hereunder or make any determination or
          grant
          any consent hereunder, without the consent of each Lender; (vi) release
          any
          guarantor or limit the liability of any such guarantor under any guaranty
          agreement without the written consent of each Lender; or (vii) release
          all or
          substantially all collateral (if any) securing any of the Obligations.
          Subject
          to paragraph (e) of this Section, the Borrower agrees that each Participant
          shall be entitled to the benefits of Sections
          2.18 , 2.19 ,
          and 2.20 ** to
          the
          same extent as if it were a Lender and had acquired its interest by assignment
          pursuant to paragraph (b) of this Section. To the extent permitted by law,
          each
          Participant also shall be entitled to the benefits of Section 10.7 ** as
          though
          it were a Lender, provided such Participant agrees to be subject to Section
          10.7 ** as
          though
          it were a Lender.
  (e)  A
        Participant shall not be entitled to receive any greater payment under Section
        2.18 and Section
        2.20 ** 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 2.20 ** 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
        2.20(e) ** as
        though
        it were a Lender.
  (f)  Any
        Lender may at any time pledge or assign a security interest in all or any
        portion of its rights under this Agreement to secure obligations of such
        Lender,
        including without limitation any pledge or assignment to secure obligations
        to a
        Federal Reserve Bank; provided that no
        such pledge or assignment of a security interest shall release a Lender from
        any
        of its obligations hereunder or substitute any such pledgee or assignee for
        such
        Lender as a party hereto.
  **Section
        10.5.**  **Governing
        Law; Jurisdiction; Consent to Service of Process** **.**
  (a)  This
        Agreement and the other Loan Documents shall be construed in accordance with
        and
        be governed by the law (without giving effect to the conflict of law principles
        thereof) of the State of New York **.**
  (b)  The
        Borrower hereby irrevocably and unconditionally submits, for itself and its
        property, to the exclusive jurisdiction of the United States District Court
        of
        the Southern District of New York, and of any state court of the State of
        New
        York sitting in New York county 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 the transactions contemplated hereby or thereby, or for
        recognition or enforcement of any judgment, and each of the parties hereto
        hereby irrevocably and unconditionally agrees that all claims in respect
        of any
        such action or proceeding may be heard and determined in such New York state
        court or, to the extent permitted by applicable law, such Federal court.
        Each of
        the parties hereto agrees that a final
  74
 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 any other Loan Document shall affect
          any right
          that the Administrative Agent, the Issuing Bank or any Lender may otherwise
          have
          to bring any action or proceeding relating to this Agreement or any other
          Loan
          Document against the Borrower or its properties in the courts of any
          jurisdiction.
  (c)  The
        Borrower ir--revocably and unconditionally waives any objection which it
        may now or hereafter have to the laying of venue of any such suit, action
        or proceeding described in paragraph (b) of this Section and brought in any
        court referred to in paragraph (b) of this Section. Each of the parties hereto
        irrevocably waives, 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)  Each
        party to this Agreement irrevocably consents to the service of process in
        the
        manner provided for notices in Section
        10.1 .
        Nothing
        in this Agreement or in any other Loan Document will affect the right of
        any
        party hereto to serve process in any other manner permitted by law.
  **Section
        10.6.**  **WAIVER
        OF JURY TRIAL** .
        EACH
        PARTY HERETO 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 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
        SUCH OTHER PARTY 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.
  **Section
        10.7.**  **Right
        of Setoff** .
        In
        addition to any rights now or hereafter granted under applicable law and
        not by
        way of limitation of any such rights, each Lender and the Issuing Bank shall
        have the right, at any time or from time to time upon the occurrence and
        during
        the continuance of an Event of Default, without prior notice to the Borrower,
        any such notice being expressly waived by the Borrower to the extent permitted
        by applicable law, to set off and apply against all deposits (general or
        special, time or demand, provisional or final) of the Borrower at any time
        held
        or other obligations at any time owing by such Lender and the Issuing Bank
        to or
        for the credit or the account of the Borrower against any and all Obligations
        held by such Lender or the Issuing Bank, as the case may be, irrespective
        of
        whether such Lender or the Issuing Bank shall have made demand hereunder
        and
        although such Obligations may be unmatured. Each Lender and the Issuing Bank
        agree promptly to notify the Administrative Agent and the Borrower after
        any
        such set-off and any application made
  75
 by
          such Lender and
          the Issuing Bank, as the case may be; provided ,
          that
          the failure to give such notice shall not affect the validity of such set-off
          and application.
  **Section
        10.8.**  **Counterparts;
        Integration** .
        This
        Agreement may be executed by one or more of the parties to this Agreement
        on any
        number of separate counterparts (including by telecopy), and all of said
        counterparts taken together shall be deemed to constitute one and the same
        instrument. This Agreement, the Fee Letter, the other Loan Documents, and
        any
        separate letter agreement(s) relating to any fees payable to the Administrative
        Agent constitute the entire agreement among the parties hereto and thereto
        regarding the subject matters hereof and thereof and supersede all prior
        agreements and understandings, oral or written, regarding such subject
        matters.
  **Section
        10.9.**  **Survival** .
        All
        covenants, agreements, representations and warranties made by the Borrower
        herein and in the certificates or other instruments delivered in connection
        with
        or pursuant to this Agreement shall be considered to have been relied upon
        by
        the other parties hereto and shall survive the execution and delivery of
        this
        Agreement and the making of any Loans and issuance of any Letters of Credit,
        regardless of any investigation made by any such other party or on its behalf
        and notwithstanding that the Administrative Agent, the Issuing Bank or any
        Lender may have had notice or knowledge of any Default or incorrect
        representation or warranty at the time any credit is extended hereunder,
        and
        shall continue in full force and effect as long as the principal of or any
        accrued interest on any Loan or any fee or any other amount payable under
        this
        Agreement is outstanding and unpaid or any Letter of Credit is outstanding
        and
        so long as the Commitments have not expired or terminated. The provisions
        of Sections
        2.18 , 2.19 , 2.20 ,
        and 10.3 and
        Article IX shall survive and remain in full force and effect regardless of
        the
        consummation of the transactions contemplated hereby, the repayment of the
        Loans, the expiration or termination of the Letters of Credit and the
        Commitments or the termination of this Agreement or any provision hereof.
        All
        representations and warranties made herein, in the cer-tifi-cates, reports,
        notices, and other documents delivered pursu-ant to this Agreement shall
        survive
        the execution and delivery of this Agreement and the other Loan Documents,
        and
        the making of the Loans and the issuance of the Letters of Credit.
  **Section
        10.10.**  **Severability** .
        Any
        provision of this Agreement -or any other Loan Document held to be illegal,
        invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction,
        be
        ineffective to the extent of such illegality, invalidity or unenforceability
        without affecting the legality, validity or enforceability of the remaining
        provisions hereof or thereof; and the illegality, invalidity or unenforceability
        of a particular provision in a particular jurisdiction shall not invalidate
        or
        render unenforceable such provision in any other jurisdiction.
  **Section
        10.11.**  **Confidentiality** .
        Each of
        the Administrative Agent, the Issuing Bank and each Lender agrees to take
        normal
        and reasonable precautions to maintain the confidentiality of any information
        designated in writing as confidential and provided to it by the Borrower
        or any
        Subsidiary, except that such information may be disclosed (i) to any Related
        Party of the Administrative Agent, the Issuing Bank or any such Lender,
        including without limitation accountants, legal counsel and other advisors,
  76
 (ii) to the extent required by applicable laws or regulations or by any
          subpoena
          or similar legal process, (iii) to the extent requested by any regulatory
          agency
          or authority, (iv) to the extent that such information becomes publicly
          available other than as a result of a breach of this Section, or which
          becomes
          available to the Administrative Agent, the Issuing Bank, any Lender or
          any
          Related Party of any of the foregoing on a non-confidential basis from
          a source
          other than the Borrower, (v) in connection with the exercise of any remedy
          hereunder or any suit, action or proceeding relating to this Agreement
          or the
          enforcement of rights hereunder, and (ix) subject to provisions substantially
          similar to this Section
          10.11 ,
          to any
          actual or prospective assignee or Participant, or (vi) with the consent
          of the
          Borrower. Any Person required to maintain the confidentiality of any information
          as provided for 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
          its
          own confidential information. Notwithstanding anything herein to the contrary,
          any party to this Agreement (and any employee, representative, or other
          agent of
          any party to this Agreement) may disclose to any and all persons, without
          limitation of any kind, the tax treatment and tax structure of the transactions
          contemplated by this Agreement and all materials of any kind (including
          opinions
          or other tax analyses) that are provided to it relating to such tax treatment
          and tax structure **.** However,
          any such information relating to the tax treatment or tax structure is
          required
          to be kept confidential to the extent necessary to comply with any applicable
          federal or state securities laws.
  **Section
        10.12.**  **Interest
        Rate Limitation** .
        Notwithstanding anything herein to the contrary, if at any time the interest
        rate applicable to any Loan, together with all fees, charges and other amounts
        which may be treated as interest on such Loan under applicable law
        (collectively, the “ Charges ”),
        shall
        exceed the maximum lawful rate of interest (the “ Maximum
        Rate” )
        which
        may be contracted for, charged, taken, received or reserved by a Lender holding
        such Loan in accordance with applicable law, the rate of interest payable
        in
        respect of such Loan hereunder, together with all Charges payable in respect
        thereof, shall be limited to the Maximum Rate and, to the extent lawful,
        the
        interest and Charges that would have been payable in respect of such Loan
        but
        were not payable as a result of the operation of this Section shall be cumulated
        and the interest and Charges payable to such Lender in respect of other Loans
        or
        periods shall be increased (but not above the Maximum Rate therefor) until
        such
        cumulated amount, together with interest thereon at the Federal Funds Rate
        to
        the date of repayment, shall have been received by such Lender.
  **Section
        10.13.**  **Waiver
        of Effect of Corporate Seal** . The
        Borrower represents and warrants that it is not required to affix its corporate
        seal to this Agreement or any other Loan Document pursuant to any requirement
        of
        law or regulation, agrees that this Agreement is delivered by Borrower under
        seal and waives any shortening of the statute of limitations that may result
        from not affixing the corporate seal to this Agreement or such other Loan
        Documents.
  **Section
        10.14.**  **Location
        of Closing** **.** Each
        Lender acknowledges and agrees that it has delivered, with the intent to
        be
        bound, its executed counterparts of
  77
 this
          Agreement to Agent, c/o
          King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036.
          Borrower acknowledges and agrees that it has delivered, with the intent
          to be
          bound, its executed counterparts of this Agreement and each other Loan
          Document,
          together with all other documents, instruments, opinions, certificates
          and other
          items required under Section
          3.1 ,
          to
          Agent, c/o King & Spalding LLP, 1185 Avenue of the Americas, New York, New
          York 10036. All parties agree that closing of the transactions contemplated
          by
          this Credit Agreement has occurred in New York.
  
  *(remainder
        of page left intentionally blank)*
  
  **IN
        WITNESS WHEREOF** ,
        the
        parties hereto have caused this Agreement to be duly executed by their
        respective authorized officers as of the day and year first above
        written.
  
 **LANDAMERICA
                  FINANCIAL GROUP, INC.****By**
              /s/
                  Ronald B. Ramos**Name:**
              Ronald
                  B. Ramos**Title:**
              Senior
                  Vice President and Treasurer
 
 
 
  [SIGNATURE
            PAGE TO REVOLVING CREDIT AGREEMENT]
  
 
 **SUNTRUST
                  BANK, as Administrative Agent, as Issuing Bank, as Swingline Lender
                  and as
                  a Lender****By**
              /s/
                  Mark A. Flatin**Name:**
              Mark
                  A. Flatin**Title:**
              Managing
                  Director
 
 
 
  [SIGNATURE
            PAGE TO
            REVOLVING CREDIT AGREEMENT]
  
  **WACHOVIA
                  BANK, National Association, as Co-Syndication Agent and a
                  Lender****By**
              /s/
                  Susan F. Owens**Name:**
              Susan
                  F. Owens**Title:**
              Senior
                  Vice President
 
   [SIGNATURE
            PAGE TO
            REVOLVING CREDIT AGREEMENT]
  
  **UNION
                  BANK OF CALIFORNIA, N.A., as Co-Syndication Agent and as a
                  Lender****By**
              /s/
                  Lyle Bower**Name:**
              Lyle
                  Bower**Title:**
              Vice
                  President
 
   [SIGNATURE
            PAGE TO
            REVOLVING CREDIT AGREEMENT]
  
  **US
                  BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and as a
                  Lender****By**
              /s/
                  David W. Johnson**Name:**
              David
                  W. Johnson**Title:**
              AVP
                  & Portfolio Manager
 
 
 
  [SIGNATURE
            PAGE TO
            REVOLVING CREDIT AGREEMENT]
  
 **JPMORGAN
                  CHASE BANK, NATIONAL ASSOCIATION as Co-Documentation Agent and
                  as a
                  Lender****By**
              /s/
                  Lawrence Palumbo, Jr.**Name:**
              Lawrence
                  Palumbo, Jr.**Title:**
              Vice
                  President
 
   [SIGNATURE
            PAGE TO
            REVOLVING CREDIT AGREEMENT]
  
  **COMERICA
                  BANK, as a Lender****By**
              /s/
                  Luis Garcia**Name:**
              Luis
                  Garcia**Title:**
              Assistant
                  Vice President
 
  
  [SIGNATURE
            PAGE TO
            REVOLVING CREDIT AGREEMENT]
  
 **BANK
                  OF AMERICA, N.A., as a Lender****By**
              /s/
                  Mark Short**Name:**
              Mark
                  Short**Title:**
              Vice
                  President
  [SIGNATURE
            PAGE TO
            REVOLVING CREDIT AGREEMENT]
  
  **PNC
                  BANK, N.A., as a Lender****By**
              /s/
                  Paul Devine**Name:**
              Paul
                  Devine**Title:**
              Vice
                  President & Credit Manager
 
  
  [SIGNATURE
            PAGE TO
            REVOLVING CREDIT AGREEMENT]
  
 
  **WELLS
                  FARGO BANK ARIZONA, N.A., as a Lender****By**
              /s/
                  Dean Rennell**Name:**
              Dean
                  Rennell**Title:**
              Executive
                  Vice President
 
   [SIGNATURE
            PAGE TO
            REVOLVING CREDIT AGREEMENT]
  [SCHEDULES
        AND EXHIBITS OMITTED.]